HomeMy WebLinkAboutA3909 - HIGH LINE CORP FINANCIAL SYS MO 6100 AMENDMENT NO. 1
TO
CITY OF PALM SPRINGS
CONTRACT SERVICES AGREEMENT FOR
INTEGRATED FINANCIAL SYSTEM
HIGH LINE CORPORATION
(Agreement No. A3909)
THIS FIRST AMENDMENT to the Contract Services Agreement No. A3909 for Integrated Financial
System is made and entered into to be effective on the date that the City Manager executes this
Amendment by and between the City of Palm Springs, a California charter city and municipal
corporation (hereinafter referred to as the City), and High Line, Corporation, (hereinafter referred to
as the Contractor) (collectively, the "Parties").
RECITALS
A. City and Contractor entered into a Contract Services Agreement ("Agreement") for
Integrated Financial System upgrades, which consists of providing Human Resources and
Payroll Services, on Ae ri I aJ 2018 in an amount not to exceed $100,000,
with automatically renewing yearly, with recurring costs of up to $25,576 annually (year 1 ;
these costs in addition to the Agreement), per Attachment A.
B. This will amend the existing Human Resources and Payroll Services agreement to include
additional licensing for the next generation software upgrades and consulting required to
implement such upgrades.
C. This includes generation software upgrades, remote hosting services, 27 days of consulting
services, 3 days for a planning day with City staff and project management; 3 days for
software installation and technical assistance; 3 days for initial Staff training, issue review,
and resolution through 1/2-day remote sessions; three, 5-day consulting packs which may
be changed to 1-week on-site bundles for an additional $1,500 per week plus travel costs;
and 3 days of follow-up issue review, resolution, and Staff training through 1/2-day remote
sessions.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the Parties agree as follows:
AGREEMENT
1. Covenant Against Discrimination. In connection with its performance under this
Agreement, Contractor shall not discriminate against any employee or applicant for
employment because of actual or perceived race, religion, color, sex, age, marital status,
ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic
characteristics, or ethnicity), sexual orientation, gender identity, gender expression,
physical or mental disability, or medical condition (each a "prohibited basis"). Contractor
shall ensure that applicants are employed, and that employees are treated during their
employment, without regard to any prohibited basis. As a condition precedent to City's
lawful capacity to enter this Agreement, and in executing this Agreement, Contractor
ORIGINAL BID
AND/OR AGREEMENT
certifies that its actions and omissions hereunder shall not incorporate any discrimination
arising from or related to any prohibited basis in any Contractor activity, including but not
limited to the following: employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship; and further, that
Contractor is in full compliance with the provisions of Palm Springs Municipal Code
Section 7.09.040, including without limitation the provision of benefits, relating to non-
discrimination in city contracting.
an initial term of three (3)years.
1. Key Dates
EFFECTIVE DATE: Upon first Initial Installation of software at HIGH LINE hosting facility
EXPIRATION DATE: Three (3)Years thereafter, subject to renewal below.
2. Term
This Agreement commences on the Effective Date stated above and will remain in full force and effect until the
Expiration Date stated above. This Agreementshall automatically renew atthe expiry of the then currentterm
for the twelve(12) months immediately following expiry unless terminated by either party by written notice
delivered not less than ninety(90)days prior to the end of the then current term.
HIGH LINE agrees to provide the Hosting Services to CUSTOMER during the Hosting Services Term,conditional
upon all Hosting Services Fees having been paid up to the date at which the service is to be provided.
3. Rates
In consideration of providing Hosting Services CUSTOMER agrees to pay HIGH LINE a one-time Transition/Set-
up fee of$6,000 USD and$23,220 USD* per year billed monthly in advance at$1,935 USD* per month (the
"Hosting Services Fees")plus applicable taxes throughout the term of this Agreement for maximum 550 Active
Employees. Invoice shall be due Net 30 days from receipt of invoice.
(12018 list shown;actual cost per then-current list.
Renewals will be at HIGH LINE's then current Annual rates forthe Infrastructure Hosting Services. If any part
of the Hosting Services Term is greater or less than twelve(12)months,the Hosting Services Fees for that part
of the term shall be adjusted pro rata for the period in question on a per diem basis.
In the event that the actual number of Active Employees exceeds the Maximum Active Employee Amount then
in effect, CUSTOMER shall pay supplemental hosting fees at current published pricing in effect at the time
("Supplemental Hosting Services Fees"). For the purposes of this Agreement,the actual number of Active
Employees will be calculated as the highest number of Active Employees at any time. For greater certainty,
upon payment by CUSTOMER of such Supplemental Hosting Services Fees,CUSTOMER's right to receive the
Hosting Services shall thereafter apply in respect of an actual number of Active Employees up to such greater
Maximum Active Employee Amount
4. Termination
This Agreement shall automatically terminate on permanent discontinuation or termination of CUSTOMER'S
Master Program License Agreement.In addition,either party may terminate this Agreement at anytime during
its term if the other party is in default of their obligations hereunder and such default continues after at least
one (1) month's prior written notice of the default complained of, a demand for rectification of same, and
notice that this Agreement Addendum may be terminated if the default in question is not rectified within the
notice period; provided that upon termination of this Agreement Addendum for any reason CUSTOMER shall
remain liable for,shall pay,and shall have no refund entitlements with respect to the Infrastructure Hosting
Service Rates for services already rendered.If this Agreement Addendum is terminated by CUSTOMER because
of a default made by HIGH LINE under the terms of this Agreement Addendum, then CUSTOMER shall be
entitled to receive a per diem refund of the Infrastructure Hosting Service Rates paid as of the effective date of
such termination for services yet to be rendered.
Should this Agreement Addendum not be renewed by CUSTOMER,as specified in Part IV-Section 2 above,due
to CUSTOMER's desire to either utilize an alternate hosting facility or to host the HIGH LINE application
i. access to and use of the Logi Analytics Software is restricted to machine-readable,executable,object-code or
bytecode form only;
ii. use of the Logi Analytics Software by any third party otherthan the Sublicensee forthe Sublicensee's business
purposes is prohibited;
iii. any other transfer or conveyance of the rights or licenses granted to the Sublicensee is prohibited;
iv. reverse engineering, disassembly or de(Dmpilation of the Logi Analytics Software is prohibited; and
v. Logi Analytics is not a third party beneficiary of High Line's rights under such Sublicensee Agreement with
respect to the Sublicensee's use of, or obligations with respect to, the Logi Analytics Software, with full
authority to enforce such rights against the Sublicensee. This Sublicensee Agreement shall further disclaim
any and all warranties of Logi Analytics to the Sublicensee and liabilities of Logi Analytics to the Sublicensee
for any losses or damages,whetherdirect or indirect,including incidental or consequential damages,arising
from the use of the Logi Analytics Software.
List of Logi Analytics Software
The Logi Analytics Software products to which this Part II Section A) applies are as follows:
LogiDashboard—Includes LOG I INFO/GO for Production and Test servers&includes standard reports created by HIGH
LINE.
PART III—Implementation Services
Implementation/Services Estimate
Services below are recommended/moy not be required, and are billed as used. See minimum booking times
noted. Sessions include case review/case research; updates and documentation of results are required within the
session timefrome.
Item Days Costs
Planning Session (remote session + report) 1.5 $2,250
Project Account Management(remote) 1.5 $2,250
Software Installation +Technical Assistance (remote, reduced for hosted client) 3 $3,600
Initial training+ issue review, resolution,training (remote, 1/2-day minimum 3 $3,600
sessions)
Optional Issue review, resolution,training(remote, 1/2-day minimum sessions) 3 $3,600
Consulting/Additional assistance and training; 3 x 5-day consulting pack, can be 15 $18,000
changed to on-site training in 1-week bundles for add'I $1,500/week plus travel
cost.
Total- Implementation Estimate: 27 $33,300
The fees set out in this Part III as per Table above,are billed as services are incurred, Net 30 upon receipt of invoice.
Travel expenses incurred as a result of performing on-site Services are not included in the above rates.Such expenses
shall be limited to reasonable out-of-pocket expenses necessarily and actually incurred by HIGH LINE in the
performance of its services hereunder as per HIGH LINE'S Travel Policy. Costs due Net 30 upon receipt of invoice.
PART IV—Hosting Services Agreement
CUSTOMER will utilize HIGH LINE'S Infrastructure Hosting Services to host HIGH LINE'S Personality - NextGen
technology/infrastructure for the project implementation and for the operational production phases and thereafter for
internally,and not due to default by HIGH LINE, HIGH LINE shall provide a quote and plan to CUSTOMER for
the decommission of the HIGH LINE Infrastructure Hosting Services. The quote for the decommission will beat
HIGH LINE's then current time and materials rate.
S. Notice of Discontinuance
HIGH LINE agrees to provide CUSTOMER with at least twelve(12)months written notice if HIGH LINE decides
to discontinue offering these Infrastructure Hosting Services for all or any part of the Licensed Software.
6. Sub-contract
The Parties acknowledge that HIGH LINE has subcontracted a portion of the Hosting Services to MindShift
Technologies Inc.(the"Hosting Facilities Provider"). In the event that HIGH LINE for any reason proposes to
change such Hosting Facilities Provider,HIGH LINE shall provide three(3)months'prior written notice thereof
to CUSTOMER and shall not make such change without the prior written consent of CUSTOMER,such consent
not to be unreasonably withheld;provided that,notwithstanding any such consent by CUSTOMER,CUSTOMER
shall have the right,exercisable on thirty(30)days'prior written notice to HIGH LINE,to terminate the then-
current Hosting Services Term prior to or at any time after such change in Hosting Facilities Provider.
PART V—SUMMARY OF SOFTWARE AND INFRASTRUCTURE HOSTING SERVICES
1. Specific Software and Infrastructure Hosting
1.1 Services include:
i. Personality hosting forthe environments identified in the Implementation Planning Report Document;
ii. Setup of all hardware and infrastructure (CPU/Hardware, Operating System, network, etc.);
iii. Configuration of hardware and infrastructure as required for HIGH LINE's Personality solution;
iv. Initial software installation of required software at HIGH LINE's hosting data center. HIGH LINE will
install and confirm proper installation;
V. Three Application Instances (Production, Pilot/Test, Demo/Training);
vi. Other application instances as agreed to (additional charges will apply);
vii. Additional disk,environments,memoryorCPUrequirementstoallowforincreasingapplicationneeds
will be applied to the CUSTOMER environment(additional charges may apply);
viii. Nightly Database Backups and offsite storage;
ix. Database Administration and backup/recovery;
X. Disaster Recovery(DR)within Forty-Eight(48) hours of a declared disaster;
A. CUSTOMER will perform transaction processing;
xii. Report data and data files are kept for 90 days unless otherwise requested;
xiii. HIGH LINE application updates and fixes after initial implementation of technical environment; and
xiv. Completion of annual SSAE-16 SOC 2 Type 1 and SOC 2 Type 2 Audit Report of controls and
procedures,
xv. HIGH LINE will provide all hosting hardware and infrastructure at HIGH LINE's Hosting Facility;
CUSTOMER will provide:
i. A network connection at CUSTOMER location;
ii. Valid/compatible SSL Certificate (if SSL is desired);and
iii. Valid and subsisting Licenses for the Licensed Software.
1.2 The high-level Software and Infrastructure Hosting Services include all hosting hardware and
Infrastructure, which will be provided by HIGH LINE at HIGH LINE's hosting facility.
2.Technical Environment Setup
2.1 Network is assumed to exist at CUSTOM ER's site.The HIGH LINE application is network design independent,
but assumes current, industry-supported network topography is in use.
2.2 Network design and configuration services include:
I. Advising CUSTOMER of available CUSTOMER connectivity options.CUSTOMER must select from the
available options. HIGH LINE recommends the use of Site to Site VPN as it is secure, inherently
redundant and cost effective;
ii. Connectivity through the Internet and/orVPN between CUSTOMER'smain networkand HIGH LINE's
hosting center.
2.3 Server Configuration services include:
L Setup and configuration of all required servers and hosted network components;
ii. Providing servers for software application, employee self-service/reporting and database(s) as
described in the Implementation Planning Report Document if so applicable;otherwise as mutually
agreed to between HIGH LINE and CUSTOMER
iii. Applicable Oracle Database Standard Edition Two and WebLogic Standard Edition Licenses;
iv. Acquisition of a compatible SSL digital certificate and domain name is the responsibility of the
CUSTOMER. Installation of the SSL Certificate is the responsibility of HIGH LINE. HIGH LINE will
generate the CSR for the SSL with the information provided by CUSTOMER for the SSL.
2.4 Other services include
L Configuration and use of monitoring and performance tools;
ii. Documented Disaster Recovery(DR) plan.
2.5 Services included, licenses are extra cost:
i. Installation,configuration and ongoing maintenance of other server products
a. Oracle Business Intelligence (BI) server
b. Windward Reports Engine
c. Symmetry Taxation Engine
3. On-going Services
3.1 On-going services include:
i. All Operating System upgrades, patches and fixes applied as required and agreed/scheduled;
ii. HIGH LINE updates and patches for up to 100 hours/year;
iii. 24 x 7 monitoring of the Network and all servers;
iv. Installation of anti-virus software on all servers. Virus definitions are to be updated daily or as
available/required;
V. File transfers to and from the Hosted Services Provider,to be transferred using a secure transfer
method such as FTP via a VPN link or SFTP/FTP with PGP (Pretty Good Privacy Encryption method);
vi. Database administration and performance monitoring and maintenance. Note: Only HIGH LINE
support will be editing individual files or tables. HIGH LINE must perform any support actions
regarding any performance issue that causes or requires table changes.Any Hosting Service provider
service does not include attention to individual tables.
vii. Concurrence between CUSTOMER and HIGH LINE hosting data center as to the procedure and controls
to be used for code promotion to the Production environment. Final decision to promote code to
production environment rests with CUSTOMER.CUSTOMERwill make this decision after successfully
completing a test process or script based on guidance provided by HIGH LINE during the project
planning process.A schedule to promote code will be jointly agreed to and will be based on current
processing cycles, the criticality of the change and events already scheduled. HIGH LINE will verify
promotion results with CUSTOMER.
viii. Change Managementfor promotion of code from testto production environmentwith end-usersign-
off by an authorized member of CUSTOMER's staff.
ix. Performance and Intrusion monitoring(24 x 365); and
X. Providing Disaster Recovery (DR) process and recovery site, including:
a. Transfer of the processing of the CUSTOMER's standard services to a recovery location as
expeditiously as possible,but in no event laterthan Forty-Eight(48)hours afterthe declaration
of a Disaster.The restoration will be of the entire production system environment(application
and database);
b. Coordination of the cutover to back-up telecommunication facilities with the appropriate
carriers and facilities.This action will occur in conjunction with the declaration of a disaster;
c. CUSTOM ERwilI work cooperatively with HIGH LINE prior to the go live of payroll to develop a
business continuity plan that takes into consideration a declared Disaster at either HIGH LINE's
hosting data center facility or one or more of CUSTOMER's facilities;
d. Annual Disaster Recovery review and test, the results of which will be shared with
CUSTOMER,and development of an action plan to address any items requiring retesting and
process improvements that may have been identified; and
e. Annual SSAE-16 SOC 2 Type 1 and SOC 2 Type 2 Audit of relevant controls and processes.
4. Physical Security
4.1 The hosted facilities will include the following physical security measures:
i. Buildings housing computers or communications systems will be protected with physical security
measures that prevent unauthorized persons from gaining access;
ii. Production system changes will be consistent with the information security architecture:To prevent
changes in hardware and software from contributing to or creating security vulnerabilities,every non-
emergency change to production systems will be shown to be consistent with the information security
architecture and approved by CUSTOMER as part of the formal change control process prior to
installation;
iii. Systems software and applications software to be kept at most recent stable levels:All production
operating systems,database management systems,firewalls and related systems software,as well as
all production business applications software, will be kept at the most recent stable release level;
iv. Security criteria a prerequisite for extranet connection: Before any computer system or network
segment can be connected to CUSTOMER's Extranet, it must first be deemed to have met the
necessary industry accepted security. These criteria include,but are not limited to,the following:no
connection to the Internet which is not guarded by an acceptable firewall; an acceptable user-
authentication system; an acceptable user privilege control system; an established change control
process;a clearly written definition of system management responsibilities;and adequate operational
documentation; and
V. Hosting Facility will perform the services in a timely manner and will at all times provide its services in
a highly professional manner and shall demonstrate a level of quality equal to or exceeding normal
practices for its industry.
5. Customer Obligations
5.1 Use of a Hosting Facility—CUSTOMER shall:
I. Comply with any operating instructions on the use of the system, access, change control and other
procedures required by Hosting Facility; and
ii. Workwith Hosting Facilityto resolve any performance related conditions and resolve anyapplication
related problems impacting CUSTOMER's use of the system and its functionality. CUSTOMER shall
determine and be responsible for the authenticity and accuracy of all information and data submitted
to Hosting Facility.
5.2 Proprietary Information —The Hosting System shall contain information and computer software that is
proprietary and confidential information of Hosting Facility,its suppliers and its licensors. CUSTOMER agrees not to
attempt to circumvent the devices employed by Hosting Facility to prevent unauthorized access to the Hosted System,
including, but not limited to,alteration,decompiling,disassembly,modification and reverse engineering. It shall not
be deemed "unauthorized access"for CUSTOMER to access CUSTOMER Files defined below.
5.3 Regulatory Agencies, Regulations and Legal Requirements regarding CUSTOMER files— Records maintained
and produced for the CUSTOMER("CUSTOMER Files")may be subject to examination by such Federal,State or other
governmental regulatory agencies as may have jurisdiction over CUSTOMER's business to the same extent as such
records would be subject if maintained by CUSTOMER on its own premises. CUSTOMER agrees that Hosting Facility is
authorized to give all reports, summaries or information contained in or derived from the data or information in
Hosting Facility's possession relating to CUSTOMER when formally requested to do so by an authorized regulatory or
government agency, provided Hosting Facility shall give CUSTOMER advance notice of any such request so that
CUSTOMER may take additional steps to protect CUSTOMER Files.
6. Technical Hosting Environment
6.1 The proposed technical hosting environment(the"CUSTOMER Technical Environment") is described below.
This environment will be established to meet CUSTOMER's requirements and HIGH LINE's then current
Service Level Matrix.
HARDWARE COMPONENT ENVIRONMENT COMMENTS
Application Servers(Load balanced servers,Self Service,
Report Server)configured for access (internal/external)
PRODUCTION Environment as agreed upon in the CUSTOMER Environments Virtualized environments
Application Servers description. using current supported
Operating Systems
Application Server configuration will be sufficient to
support the performance metrics as identified in the SLA
Database server configuration will be sufficient to Virtualized environments
PRODUCTION Database support the identified amount of data to be stored and using current supported
Server support the performance metrics as identified in the Operating Systems
SLA.
TEST/PILOT and Application Servers configured for access as agreed Virtualized environments
DEMOITRAINING upon in the CUSTOMER Environments description. using current supported
Environments Operating Systems
Additional redundant Firewall, UPS, powergeneramr, routers and internet
Infrastructure connections.
7. Service Level Matrix
HIGH LINE posts its then current Service Level Matrix from time to time on its website, and agrees to abide by and
maintain the standards therein set out.
HIGH LINE agrees not to implement any changes to the Service Level Matrix that apply to the Hosting Services
subscribed to by the CUSTOMER hereunder that reduce or lessen the standards HIGH LINE is required to meet prior to
such change being implemented withoutfirst providing CUSTOMERwith at leastthree months' prior written notice.
Except identified above, HIGH LINE may implement changes to its Service Level Matrix at any time without any prior
notice to CUSTOMER but shall announce such changes on its website and keep such announcements current for all
changes made in the previous six months.
S. Licensed Software Support and Maintenance Service Cancellations
CUSTOMER shall inform HIGH LINE regarding timing of cancellation, but no later than 45 days in advance of Support
Services specific to CUSTOM ER'S existing Oracle Application Specific Licensing and CUSTOMER'S Enhanced Technical
Support renewal term. Cancellations are effective with CUSTOM ER'S next Annual Support renewal after cancellation
notification has been acknowledged by HIGH LINE.
All other terms and conditions of the Master Program License Agreement remain unchanged.
IN WITNESS WHEREOF, the Parties have executed and entered into this Amendment as of the
date first written above.
"CITY"
CITY OF PALM SPRINGS,
ATTEST: a California charter city and municipal
corporation
B : By. cps �.
Anthony J. Melia, 107C, City Clerk David H. Ready, City Manager
Date
APPROVED AS TO FORM:
ppPROVED 8V CITY COUNCIL 3909
5 ah�lis A _
By:
Edward Z. Kotkin, City Attorney
"CONSULTANT"
HIGH LINE CORPORATION, LLC,
By. utq�
Megan Ro ister, President
AC�O_ REN CERTIFICATE OF LIABILITY INSURANCE DATE(MMDDYYW)
4/24/2018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(iss) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsements.
PRODUCER CONTACT
NAME: Carmel Kretchmer
Bollinger Inc. PHONE 973-939-3631 F"t Noll 973-299-1864
A subsidiary of Arthur J. Gallagher&Co. LJAIE-M JULstl.
200 Jefferson Park .carmel_kretchmer@ajg.com
Whippany NJ 07981 INSURERS AFFORDING COVERAGE NAICO
INSURER A:Hartford Fire Insurance Company 19682
INSURED INSURER B:Hartford Financial Services Group
High Line Corporation INSURER C:
145 Renfrew Drive
Suite 210 INSURER O:
Markham ON INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER:495174144 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LIMITS
LTR INSD WVD POLICYNUMBER MM/DD/VYYY MMIDDIYYYV
A X COMMERCIAL GENERAL LIABILITY Y 13SBAZR8389 8/16/2017 8/16/2018 EACHOCCURRENCE $1,000,000
DAMAGE O RENTED
CLAIMS-MADE ❑X OCCUR ' PREMISES Ea occurrence $1,000,000
X AI-SS 0126 02/14 MED E_XP(Any one person) $10,000
PERSONAL&ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000
X POLICY❑JRECT ❑ LOC PRODUCTS-COMP/OP AGG $EXCLUDED
OTHER: $
A AUTOMOBILE LIABILITY 13SBAZR8389 8/16/2017 8/16/2018 ;UTABI Canl $1,000,000
ANY AUTO BODILY INJURY(Per person) $
OWNED ONLY SCAUTOS HEDULED
AUTOS BODILY INJURY(Par accident)accident) $
HIRED NON-0WNED PROPERTY DAMAGE
AIUTOS ONLY X AUTOS ONLY Per accident $
X
I $
A X I UMBRELLA LUIB X 1 OCCUR 13SBAZR8389 8116121117 8/16/2018 EACH OCCURRENCE $2.000,000
EXCESS LIAR CLAIMS-MADE AGGREGATE __$2,0.0_0_,000
DED X RETENTION$10,000 $
B WORKERS COMPENSATION y 13WECID3172 9/12/2017 9/12/2018 X1 PER OTH-
ANDEMPLOYERS'LWBILITY YIN' STATUTE ER
ANY PROPRIETOR/PARTNEWEXECUTIVE ❑ N/A E.L.EACH ACCIDENT $1,000,000
OF EXCLUDED?
EL DISEASE-EA EMPLOYEE $1,000,000
If yes,descnba under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000
I
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101,Additional Remarks Schedule,may be attached U more apace Is required)
RE: To provide Payroll&Human Resources Training and Maintenance Services relating to Payroll/HRIS.
City of Palm Springs is an Additional Insured as respects General Liability policy, pursuant to and subject to the policy's terms, definitions,
conditions and exclusions. The insurance provided in the General Liability policy is primary and any other insurance shall be excess only, and
not contributing.Waiver of Subrogation applies to certificate holder, as respects Workers Compensation policy, pursuant to and subject to the
policy's terms,definitions, conditions and exclusions.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
City of Palm Springs S h :01 H V Z �dv gig? THE WITH EXPIRATION
D POLICY
AT THEREOF,
NOTICE
WILL BE DELIVERED IN
Insurance Compliance ACCORDANCE
3200 E.Tahquitz Canyon
Palm Springs CA 92262 r
AUTHORIZED REPRESENTATIVE
C 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD
High Line Corporation
Integrated Financial System
AGREEMENT #3909
M06100, 2-18-98
CITY OF PALM SPRINGS
CONTRACT SERVICES AGREEMENT FOR
INTEGRATED FINANACIAL SYSTEM 1�
THIS CTNTRACT SERVICES AGREEMENT(herein"Agreement"), is made and entered into this
day d✓anA-OA_^ lqc) , by and between the CITY OF PALM SPRINGS, a municipal corporation,
terem "City") and HIGH'INE CORPORATION (herein "Contractor"). (Me term Contractor includes
professionals performing in a consulting capacity.) The parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scone of Services. In compliance with all terms and conditions of this Agreement, the
Contractor shall provide those services specified in the "Statement of Work" attached hereto as Exhibit "A" and
incorporated herein by this reference, which services may be referred to herein as the "services" or "work"
hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants
that Contractor is a provider of first class work and services and Contractor is experienced in performing the work
and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall
follow the highest professional standards in performing the work and services required hereunder and that all
materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest
professional standards" shall mean those standards of practice recognized by one or more first-class firms
performing similar work under similar circumstances.
1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or
bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law_. All services rendered hereunder shall be provided in accordance
with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local
governmental agency having jurisdiction in effect at the time service is rendered.
1.4 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and
expense such licenses, permits and approvals as may be required by law for the performance of the services required
by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest,which may be imposed by law and arise from or are necessary for the Contractor's
performance of the services required by this Agreement, and shall indemnify,defend and hold harmless City against
any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor
(a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered
how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending
performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants
that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing,
prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions,
which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City
of such fact and shall not proceed except at Contractor's risk until written instructions are received from the
Contract Officer.
1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the
Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans,
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studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages,
to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by
City's own negligence.
1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence
to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes
of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. Any
consent or approval required of either party under this Agreement shall not be unreasonably withheld or delayed.
1.8 Additional Services. City shall have the right at any time during the performance of the
services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering,adding to or deducting from said work. No such extra work may be undertaken unless
a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in(i)
the Contract Sum, and/or(ii)the time to perform this Agreement, which said adjustments are subject to the written
approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or
$25,000;whichever is less, or in the time to perform of up to one hundred eighty(180)days may be approved by
the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City
Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services
specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges
that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time
consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore.
1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which
are made a part hereof are set forth in the "Contractor Proposed Equipment and Software" attached hereto as Exhibit
"B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit"B" and
any other provisions of this Agreement, the provisions of Exhibit "B" shall govern.
2.0 COMPENSATION
2.1 Contract Sum. For the;services rendered pursuant to this Agreement, the Contractor shall
be compensated in accordance with the"Schedule of Compensation"attached hereto as Exhibit"C" and incorporated
herein by this reference, but not exceeding the maximum contract amount of One Hundred Fifty Seven Thousand
and Twenty Seven Dollars($157,027.00))(herein "Contract Sum"), except as provided in Section 1.8. The method
of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the
percentage of completion of the services, (iii)payment for time and materials based upon the Contractor's rates as
specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv) such other methods as may
be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary
expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer
in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall
include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor
shall not be entitled to any additional compensation for attending said meetings.
2.2 Method of Payment. Unless some other method of payment is specified in the Schedule
of Compensation, in any month in which Contractor wishes to receive payment, no later than the first(1st)working
day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an
invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay
Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the
last working day of the month.
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3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance. Contractor shall commence the services pursuant to this
Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s)
established in the "Schedule of Implementation and Cutover Plan" attached hereto as Exhibit "D", if any, and
incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s)specified
in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred
eighty (180) days cumulatively.
3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for
performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not
restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics,
quarantine restrictions, riots, strikes, freight embargoes, wars, litigation,and/or acts of any governmental agency,
including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the
Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent
of delay, and extend the time for performing the services for the period of the enforced delay when and if in the
judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and
conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against
the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being
extension of the Agreement pursuant to this Section.
3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year
from the date hereof, except as otherwise provided in the Schedule of Performance.
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are hereby
designated as being the principals and representatives of Contractor authorizer) to act in
its behalf with respect to the work specified herein and make all decisions in connection therewith:
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing
principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals
shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting
sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing
principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the
express written approval of City.
4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the
City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed
of the progress of the performance of the services and the Contractor shall refer any decisions which must be made
by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall
mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on
behalf of the City required hereunder to carry out the terms of this Agreement.
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4.3 Prohibition Against Subcontracting or Assignment. Theexperience,knowledge,capability
and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into
this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the
services required hereunder without the express written approval of the City. In addition, neither this Agreement
nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by
operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City.
Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more
than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into
account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding,
this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any
liability hereunder without the express consent of City.
The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located
within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with
offices located in the Coachella Valley("Local Subcontractors"). Contractor hereby agrees to use good faith efforts
to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required.
In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the
Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local
Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing
advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City
may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor
shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period
specified in Section 6.2.
4.4 Independent Contractor. Neither the City nor any of its employees shall have any control
over the manner, mode or means by which Contractor, its agents or employees, perform the services required
herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or
control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or
hours of service. Contractor shall perform all services required herein as an independent contractor of City and
shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with
that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner
of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.
5.0 INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in
a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof,
the following policies of insurance:
(a) Comprehensive General Liability Insurance. A policy of comprehensive general
liability insurance written on a per occurrence basis. The policy of insurance shall be in an amount not less than
either (i)a combined single limit of$1,000,000 for bodily injury,death and property damage or (ii) bodily injury
limits of$500,000 per person, $1,000,000 per occurrence and $1,000,000 products and completed operations and
property damage limits of$500,000 per occurrence. If the Contract Sum is greater than $100,000, the policy of
insurance shall be in an amount not less than $5,000,000 combined single limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance
in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and
provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any
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injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor
in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance. A policy of comprehensive automobile liability insurance
written on a per occurrence basis in an amount not less than either(i)bodily injury liability limits of$500,000 per
person and $1,000,000 per occurrence and property damage liability limits of $250,000 per occurrence and
$500,000 in the aggregate or(ii)combined single limit liability of$1,000,000. Said policy shall include coverage
for owned, non-owned, leased and hired cars.
(d) Additional Insurance. Policies of such other insurance,including professional liability
insurance, as may be required in the Special Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City, its officers,
employees and agents as additional insureds, except that the City shall not be named as an additional insured for
the Worker's Compensation Insurance nor the Professional Liability Insurance. The insurer shall waive all rights
of subrogation and contribution it may have against the City, its officers, employees and agents and their respective
insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without
providing thirty(30) days prior written notice by registered mail to the City. In the event any of said policies of
insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in
conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall
commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders
evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City.
All certificates shall name the City as additional insured(providing the appropriate endorsement),be signed
by an authorized agent of the insurer, and shall contain the following "cancellation" notice:
"CANCELLATION: Should any of the:above described policies be cancelled before the expiration dated
thereof, the issuing compny shall mail advance 30-day written notice to the Certificate holder named
herein."
The Contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way
the extent to which the Contractor may be held responsible for the payment of damages to any persons or property
resulting from the Contractor's activities or the: activities of any person or persons for which the Contractor is
otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this
Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain
the same policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1.
5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and
employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims,
damages to persons or property, losses, costs, penalties,obligations,errors, omissions or liabilities,(herein "claims
or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with
the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors,
or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising
from Contractor's negligent performance of or failure to perform any term, provision,covenant or condition of this
Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers,
agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct
of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith:
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(a) Contractor will defend any action or actions filed in connection with any of said
claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in
connection therewith;
(b) Contractor will promptly pay anyjudgment rendered againstthe City,its officers,
agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance
of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save
and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any
action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in
connection with the negligent performance of or failure to perform the work, operation or activities of Contractor
hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses
incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to,
legal costs and attorneys' fees.
5.3 Performance Bond. Concurrently with the beginning of work by Contractor,as provided
in the Schedule of Performance, Contractor shall deliver to City a performance bond in the sum of the amount of
this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement,
unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature
of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of
attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall
be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement.
5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall
be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most
recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a
financial category Class VII or better, unless such requirements are waived by the Director of Administrative
Services or designee of the City("Director of Administrative Services") due to unique circumstances. In the event
the Director of Administrative Services determiners that the work or services to he performed under this Agreement
creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the
insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt
of written notice from the Director of Administrative Services; provided that the Contractor shall have the right to
appeal a determination of increased coverage by the Director of Administrative Services to the City Council of City
within ten (10) days of receipt of notice from the Director of Administrative Services.
6.0 REPORTS, RECORDS AND OTHER MATERIALS
6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such
reports concerning the performance of the services required by this Agreement as the Contract Officer shall require.
Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be
performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any
facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or
services contemplated herein or, if Contractor is providing design services, the cost of the project being designed,
Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated
increased or decreased cost estimate for the project being designed.
6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and
records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer
to evaluate the performance of such services. The Contract Officer shall have full and free access to such books
and records at all times during normal business hours of City, including the right to inspect, copy, audit and make
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records and transcripts from such records. Such records shall be maintained for a period of three (3) years
following completion of the services hereunder, and the City shall have access to such records in the event any audit
is required.
6.3 Ownership of Documents. All drawings,specifications,reports, records, documents and
other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon
the termination of this Agreement, and Contractor shall have no claim for further employment or additional
compensation as a result of the exercise by City of its full rights of ownership of the documents and materials
hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without
specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor,
and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of
such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the
event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting
therefrom. Contractor will retain ownership ;and all proprietary rights to its computer software and the
documentation relating thereto, including any modifications or enhancements developed for the City. The City shall
have the right to use such software for its own use in accordance with the terms of Contractor's Software License
Agreement.
6.4 Release of Documents. The drawings, specifications, reports, records, documents and
other materials prepared by Contractor in the performance of services under this Agreement shall not be released
publicly without the prior written approval of the Contract Officer.
6.5 Licensed Products. Certain Products provided by Contractor to City under this
Agreement are subject to the License Agreement attached hereto as Exhibit "E", as
further set forth therein.
7.0 ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted both as to validity
and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning
any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court
of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor
covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall
notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall
continue performing its obligations hereunder so long as the injuring party commences to cure such default within
ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after
service of the notice, or such longer period as may be permitted by the injured party; provided that if the default
is an immediate danger to the health, safety and general welfare, such immediate action may be necessary.
Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for
cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action
in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right
to terminate this Agreement without cause pursuant to Section 7.8.
7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount
payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may
be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages
suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts
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or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that
any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness
shall exist which shall appear to be the basis for a claim of Tien, City may withhold from any payment due, without
liability for interest because of such withholding,an amount sufficient to cover such claim. The failure of City to
exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure,
indemnify, and protect City as elsewhere provided herein.
7.4 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting
party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or
approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or
render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of
any default must be in writing and shall not be a waiver of any other default concerning the same or any other
provision of this Agreement.
7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies
expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the
exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same
or different times, of any other rights or remedies for the same default or any other default by the other party. In
no event,however, shall either party be liable to the other for indirect,special, consequential,punitive or exemplary
damages resulting from a breech of this Agreement.
7.6 Leeal Action. In addition to any other rights or remedies, either party may take legal
action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy
consistent with the purposes of this Agreement.
7.7 Liquidated Damaees. Since the determination of actual damages for any delay in
performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach
of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of ZERO
($-
liquidated damages for each working day of delay in the performance of any service required
hereunder, as specified in the Schedule of Implementation and Cutover Plan, attached hereto as Exhibit "D". The
City may withhold from any monies payable on account of services performed by the Contractor any accrued
liquidated damages.
7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination of
this Agreement except as specifically provided in the following Section for termination for cause. The City reserves
the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to
Contractor, except that where termination is due; to the fault of the Contractor, the period of notice may be such
shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to
terminate this Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to City,
except that where termination is due to the fault of the City, the period of notice may be such shorter time as the
Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all
services hereunder except such as may be specifically approved by the Contract Officer. Except where the
Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior
to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter
in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as
provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder. In the event of
termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party
with the opportunity to cure pursuant to Section 7.2.
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7.9 Termination for Default of Contractor. If termination is due to the failure of the
Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section
7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall
be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation
herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may
withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City
as previously stated.
7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or
made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall he
entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition
a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking
depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All
such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall
be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City
or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of
the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest,
direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to
the Agreement which effects his financial interest or the financial interest of any corporation, partnership or
association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The
Contractor warrants that it has not paid or given and will not pay or give any third party any money or other
consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs,
executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status,
national origin,or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure
that applicants are employed and that employees are treated during employment without regard to their race, color,
creed, religion, sex, marital status, national origin, or ancestry.
9.0 MISCELLANEOUS PROVISIIONS
9.1 Notice. Any notice, demand, request, document, consent, approval, or communication
either party desires or is required to give to the other party or any other person shall be in writing and either served
personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of
the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263,and in the case
of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party
may change its address by notifying the other party of the change of address in writing. Notice shall be deemed
communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as
provided in this Section.
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9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the
meaning of the language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
9.3 Integration:Amendment. It is understood that there are no oral agreements between the
parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations,
arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this
Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument
in writing.
9.4 Severability. In the event that any one or more of the phrases, sentences, clauses,
paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment
or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the
remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as
severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so
material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement
meaningless.
9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties
hereto warrant that(i)such party is duly organized and existing, (ii)they are duly authorized to execute and deliver
this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the
provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other
Agreement to which said party is bound.
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first
written above.
CITY . ALM SPRINGS,
ATTEST: a mu icipal corporation
r
By:
City Clerk — i[ Manager
APPROVED AS TO FORM:
CO RA TOJR
Cit 4Morney By:' t
Name and Title
By: Karl Niemuller, President
Name and Title
Address: High Line Corporation
C) 8920 Woodbine Ave. . Suite 402
ft
Markian. ON L3R 9W9
F521d16999999-30W21�.2 &14M
R.hi e ; M7M 10
High Line Contract Exhibit A •
EXHIBIT "A"
STATEMENT OF WORK
Contractor shall provide the City's PayrolUHuman Resources system. Henceforth refered to as
PERSONALITY. The modules included for the City of Palm Springs are Record Keeping, Payroll,
Benefits Administration, Attendance, Salary Administration, Position Control and Financial Cost Control
which is further described in Exhibit B.
Contractor's management and staff are committed to providing our Citys with effective business
solutions through comprehensive software and a full range of support services including Project
Management Assistance, Implementation Assistance, Package Consulting, Formal Education, Support
Line, Custom Development and Annual Service Agreements.
Contractor will have the responsibility of ensuring that the Payroll/Human Resources System integrates
with the financial package provided by Pentamation Enterprises, line. ("Pentamation"). Pentamation will
provide all the necessary hardware and software configured and approved by Contractor to successfully
operate CONTRACTOR'S modules proposed in Exhibit B. This obligation is based on the successful
implementation of the Pentamation financial software by Pentamation and/or the City of Palm Springs.
REQUIRED PROCESSING ENVIRONMENT
PERSONALITY shall be designed to support full client server implementations of City, in distributed
environments, to the degree required by the City. There are no limitations with regards to scalablity or
integration with desktop applications, allowing City to empower City users to take responsibility for
their information The environment desetdbed by the City is fully supported with Contractors
applications.
All data entered into the system is edited on-line, real-time. The system provides City with import
utilities to load data into the system, as required. Programs provided with the system can be run on-line,
or in batch, as required. Effective record Liking strategies are in place to protect data from corruption
due to simultaneous access to Files.
Options for system access are Inter/Intranet connections, network connections and direct connections
with Windows95 or WindowsNT clients. Theat system also su oA , squiring to_c 10 l
The same data entry features are supported, regardless of the
access method-data is updated on-line, real-time, and available immediately throughout the system.
11
• High Line Contract Exhibit A •
FLEXIBILITY
PERSONALITY shall be designed to do most of the work according to City's rules without custom
programming. A high degree of intelligence has been incorporated into Contractor's systems which shall
allow complex processes to be performed simply and according to the City's specifications.
PERSONALITY client's find that they do not have to change the core system, as all of their rules can be
defined with the standard system options provided. Occasionally our clients wish to tailor screens
provided with the standard system, further than what the standard options provide, e.g. a custom time
entry screen. Contractor will assist City to develop specifications for these types of changes, complete
the programming and work with City to test the results. The new screen would then he included in the
standard product, supported in future releases.
The area in which most of our client's spend their time with customization is in reporting. Tools are
provided with the system to tailor the standard reports provided. Clients can also create their own reports
with any of the reporting tool options provided.
Workflow procedures can be defined in the system, allowing users to specify what steps must be
completed, the sequence of the steps, including the ability to attach special security controls and user
defined help screens with instructions;if required.
ACCOUNT STRUCTURE KEY
PERSONALITY shall provide City with the ability to define it's account structure on tables, in whatever
manner required. The GL chart of accounts is assigned to an entity, and there is no limit to the number of
entities, or charts of accounts that can be defined. No duplication of data is required.
PLATFORM INDEPENDENCE
The PC environments currently supported are those running Window95 or WindowsNT. Access i
supported via the internet/intranet, network connections that are TCP/IP compliant and direr
connections. is
.ql,eh ng pefl�Gf;gng
ADMINISTRATIVE TOOLS
The system allows the users of Oracle database management tools for optimization and performance
monitoring. The extent of system audits may be controlled by the system administrator. Standard Oracle
utilities are provided for backup, recovery and activity logging and monitoring.
DATA IMPORT/EXPORT FACILITY
Tools are provided with the system to assist City in importing/exporting information, as required.
Integration with desktop applications is provided with these tools, as well as the optional end user tools
to provide the City with the ability to report on information, as required, as well as the PC software
integration/interfacing already mentioned.
IMAGING
PERSONALITY provides City with the ability to store images, e.g. photographs, resumes, timecards,
etc. On the database. Import utilities are also provided to load files containing data generated from OCR
software.
12
• High Line Contract Exhibit A •
SYSTEM SECURITY
The system shall allow clients to take advantage of the full Oracle database security features, including
but not limited to those required. Application security is defined by user ID, and can be linked to a team
of users. User ID security allow City to control the group of employees a user has access to, the screens
for these employees and the access level, down to a field level. User ID security also controls which
programs and reports a user can run.
MODULARITY
PERSONALITY is comprised of 13 modules, addressing all aspects of Payroll and Human Resources.
The system was designed as a fully integrated solution, which will allow City to implement only the
modules it requires, adding others later, as necessary.
PROCESS CONTROLS
Process controls are provided with the standard system to address City requirements, e.g. transactions
cannot be loaded into the Payroll database unless they have the proper supervisor approval (this is an
optional feature), approved transactions cannot be processed through payroll until they have been audited
and balanced to control totals (balancing is optional, based on rules set up on tables), calculated pays
cannot be updated to the Payroll database until checks and direct deposits have been completed and
numbers assigned, etc.
Common to each software application are: standard features that will assist City in controlling data
integrity. Control totals are used to enforce balancing of batches, journals, end debit amounts, statistic
amounts, number of journals and number of transactions. To ensure the correct data type, i.e. statistic,
budgets, standards, is being entered in a specific account, the system validates the account number on-
line. There are extensive process controls in the system, i.e. all automatic transactions must be run before
a period can be closed.
MIGRATION FROM CURRENT SYSTEM
The systems shall provide City with migration tools to assist City in converting the information from it's
current system into Contractor's database. The import utilities require that files be created in the format
specified. Contrator's staff will assist City in the creation of these files, if required.
DOCUMENTATION
Documentation is provided on-line and in paper form, addressing both technical and operations aspects of
the system. A data dictionary is provided on-line. Users have the ability to tailor the help screens
provided, or add their own help screens, as required.
ONGOING SUPPORT
Contractor provides ongoing support to all clients on Annual Service Agreements. Training on each
module purchased is provided.during the initial implementation of the software, and consulting is
included on the most effective manner of configuring the system, fully utilizing the features provided
such as workflow. Update notes are included with new releases, describing all new features included.
Training on new features, refresher courses, or for new employees can be arranged with Contractor,
either on site, or at their corporate offices.
13
• High Line Contract Exhibit A •
SOFTWARE RELEASES
Clients who are covered by an Annual Service Agreement receive software releases twice a year, on the
media of City's choice. Each release provides corrections to reported problems, legislative changes,
product enhancements, documentation updates and an updated DEMO system. Between releases,
corrections to critical problems are normally transmitted to clients. Contractor has the ability to dial up
and investigate software problems with the client's permission.
HLUG
Participation in the HLUG - High Line User Group can also help City learn more about the High Line
products. City will be able to share ideas with other users and influence the direction of the future
development of High Line's products and services.
14
• High Line Contract Exhibit B •
EXHIBIT W
CONTRACTOR PROPOSAL EQUIPMENT&SOFTWARE LIST
In accordance with the agreement, Contractor is responsible for it's PERSONALITY software to
perform as described in this exhibit and to work properly and seamlessly with the Pentamation supplied
hardware, software and operating system as described in Exhibit B of the Pentamation contract with the
City.
Contractor proposes the PERSONALITY software for the City, which has nine(9) modules. The
software modules consist of:
CONTROL COMPONENT
RECORD KEEPING
PAYROLL
BENEFIT ADMINISTRATION
ATTENDANCE
SALARY ADMINISTRATION
POSITION CONTROL
FINANCIAL COST CONTROL
INTEGRATION UTILITY TO INTERFACE
WITH FINANCIAL GENERAL LEDGER PENTAMATION MODULE
$63,000.00
15
• High Line Contract Exhibit B •
As the base, RECORD KEEPING is a prerequisite; the other modules can be added as desired. With the
RECORD KEEPING module comes an additional component, CONTROL which handles the technical
functions of PERSONALITY 2000. PERSONALITY 2000 consists of a series of interactive and batch
programs with a comprehensive data base design, that perform Human Resources Information Systems
("HRIS") maintenance and reporting functions and holds all permanent information required by the
system. Extensive security prevents unauthorized access to restricted processes, functions, records and
data items. Audit files log all real-time updates and control processing within the major HRIS cycles.
PERSONALITY 2000 comes with a Report Writer and an extensive set of standard reports for each of
the components. Searches may be done through the PERSONALITY 2000 databases to select the
employees or applicants for processing in the standard reports of the system.
PERSONALITY 2000 provides integration with the most popular office automation software. Word
processing techniques may be interchanged with data processing techniques to prepare documents and
maintain text for employees and applicants. Human resource data may be transferred to and from
planning tools to improve management decision making.
PERSONALITY 2000 includes a comprehensive set of training manuals that describe its capabilities and
use. A powerful HELP facility is provided to assist users. The HELP facility explains system
components and gives users on-line access to all parts of the documentation. City can also add it's own
on-line HELP, or tailor the information provided.
Contractor offers installation assistance and formal product training. Training sessions may be held on
site or at Contractor's training facilities. The package comes with 180 days free maintenance. Following
the 90 days, support may be continued through the purchase of an Annual Service Agreement. Product
support is provided through a CUSTOMER.SUPPORT LINE service and software update tapes.
16
0 High Line Contmet Exhibit B •
1. SOFTWARE
1-A CONTROL COMPONENT
Underlies all modules, and controls access to the system at all levels according to user supplied security
information
Provides the ability to parameterize the package to meet users requirements without re-programming
Allows users to maintain user-defined codes and descriptions
Provides the ability to alter procedures and user commands that come with the package
Provides the ability to make changes to the language data bases that come with the system
Contains programs that can assist users in managing the package software and documentation
Includes a library of powerful subroutines that handle all of the technical functions within the product
and extend the capabilities of the operating and database management systems
17
• High Line Contract Exhibit B •
1-B RECORD KEEPING MODULE
Allows users to maintain extensive personnel records
Both predefined and user defined screens are available to maintain basic employee information
Allows employees/applicants to be accessed by name, number, SSN former name(s) or Soundex key
Fully supports effective date processing
Produces personnel record prints, profiles and information reports
Maintains complete employment history for all employees
Removes old history and terminated employees as required to make room for new data
Maintains and reports property data associated with employees/applicants
Allows text to be associated with any data in the system
Integrates word processing and data processing to assist users in preparing documents and letters based
on data held with the MS system
Allows human resource data to flow to and from planning tools to provide additional statistical analysis
capabilities
Provides the ability to maintain Affirmative Action information on employees
EEO reports included, along with the ability to maintain Census Data and Affirmative Action Goals and
Timetables
18
High Line Contract Exhibit B
1-C PAYROLL MODULE
Handles hourly, salary and commissioned employees paid on any frequency on various pay arrangements
Meets taxation requirements of the USA and Canada
Supports all tax calculation formulas, to a local level
Provides a fast time keeping facility for the entry of time cards and timesheets, with approvals required
before processing
Integrated with attendance banks for on-line,leave balance editing and controls. Automatically determines
pay rates and leaves of absence
Performs retroactive pay calculations
Addresses union contract requirements
Accepts many forms of payroll transactions for regular pays, bonus pays, vacation pays,
handwritten/manual checks, quick pays, pay adjustments and pay reversals
Handles a virtually unlimited number of pay components by payroll for time, earnings, deductions,
benefits, accruals and statistics
Performs all required payroll calculations including WC, PERS, FLSA, etc., and highlights exceptional
situations
Pays may be issued in any combination of crash/check/deposits
Produces, on demand, computer generated quick pay checks
Includes a complete check reconciliation facility
Journalizes pay and benefits and posts the entries automatically to the General Ledger System
Captures and distributes payroll statistics to other modules of the HRIS system
Retains period, quarter-to-date and year-to-date totals for inquiry and reporting purposes
Produces internal and external reports for management, all levels of Government, unions, insurance
carriers, etc.
19
• High Line Contract Exhibit B •
1-D BENEFUS ADMINISTRATION MODULE
Allows users to define plan, coverage and rate data for a wide variety of benefit plans offered to
employees
Maintains records of employee participation in all plans
Maintains a list of the dependents and beneficiaries each employee has covered or named in the benefit
plans, as well as beneficiary data and percentage allocations
Provides a means of automatically enrolling;employees on certain benefit plans or recalculating benefits
for all employees
Handles complex calculations of effective date, eligibility date, eligible earnings, coverage values,
premiums, employee/employer contributions, taxable benefits, etc.
Provides data to PAYROLL that is required for payroll processing and obtains data from PAYROLL
required for remittance purposes
Provides reports by plan and by employee of enrollment, contribution and historical participation in all
plans
Automatically produces the remittance reports required by the carriers
Retains plan and employee statistics for analysis purposes
Produces plan and employee benefit profiles
Produces employee benefit statements
Supports cafeteria style benefit plans, flexible spending accounts and flexible funds
Provides the ability to manage COBRA requirements
20
• High Line Contract Exhibit B
1-E ATTENDANCE MODULE
Tracks, reports and analyzes leaves of absence
Records planned and actual absentee time mad costs
Supports ability to manage FMLA requirements
Integrates with PAYROLL to automatically reflect planned absences on timesheets
Maintains detailed and summary attendance history by type code, policy code and period
Obtains absentee data from manual input PAYROLL and special update processes
Provides analysis of absentee time by employee, area and reason
Enables users to manage all forms of time banks with appropriate entitlements, payouts and roll overs
Automates leave bank payouts on termination
Produces employee time bank statements
Prepares employee vacation schedules
1-F SALARY ADMINISTRATION MODULE
Maintains detailed job information for job analysis,job evaluation and wage administration
Supports several job evaluation methods including the HAY system
Provides a job title directory
Produces employee salary and compensation reports
Produces employee performance profiles showing past reviews, and salary/job history
Records employee performance reviews; automatically applies job and salary changes
Reminds users of up-coming reviews
Handles general salary increases on several methods, as well as "what if' analysis
Analyzes proposed salary changes
Maintains or calculates salary ranges and wage scales
Re-establishes employee salary ranges, comp-ratios and quartiles when jobs are re-evaluated
Maintains and reports salary survey data
Produces wage analysis reports, wage projections and an analysis of wage increases
21
• High Line Contract Exhibit E •
SECTION III
GENERAL TERMS AND CONDITIONS
1. Payment and Billing
a. City Agrees to pay Contractor the license fee charges as set forth in Appendix 1 of this
Agreement.
There are three milestones associated with the installation and acceptance of the application
software.
i) Initial installation of the:Licensed System. The software is ready for operation by the
City, under the appropriate training supervision of Contractor's personnel, for the
purpose of inputting data and beginning implementation. At this time, 50% of the
license fees are due and payable.
ii) The next milestone associated with the implementation is completion of the first live
pilot run (payroll checks, etc.) when a Phase, as identified in the Planning Session
Document, is performing live pilot. At this time, 40% of the license fees are due and
payable for that installed software. Contractor's invoice to City will constitute
notification that the implementation of the installed software is complete according to
Contractor.
iii) The final 10% of the software license fees may be retained by City until all products are
operational except that the total of all software license fees are due and payable 18
months from the initial installation of software on the City system.
The license fees for third parity application software products (ie. Oracle, Vertex, etc.) are
due and payable in accordance with Appendix 1 of this Agreement.
b. Invoices not paid within thirty (30) days of the invoice date shall bear interest at the rate of
1.5% per month beginning thirty (30) days from invoice date.
c. Installation, training and technical service invoices shall be submitted by Contractor a`s
incurred, shall be paid withhr thirty (30) days of the invoice date and shall bear interest
thereafter as provided above.
d. Invoices for software support and maintenance are due within thirty (30) days of installation
of the products on City hardware. For the first year only, this amount is discounted 50%.
e. All taxes shall be the sole responsibility of the City and, where applicable, shall be added to
Contractor's invoice.
2. Entire Agreement
This Agreement, including the Appendices hereto, constitutes the entire agreement and all
understandings between the parties concerning the subject matter hereof and supersedes all prior
proposals or other communications between the parties, oral or written. No modifications and
amendments hereto shall be binding upon either party unless in writing and signed by a duly
authorized representative of the parties.
3. Limitation
Contractor shall not be liable in any event under this Agreement for indirect, incidental or
consequential damages suffered by City.
45
• High Line Contract Exhibit E •
4. Asigmnent
This Agreement may not be assigned, sublicensed or otherwise transferred by City to any other
person or entity without the written consent of Contractor. Any purported assignment,
sublicense or transfer in violation of this provision shall he void and shall, but not limited to,
immediately terminate any license granted hereunder. Subject to the foregoing, this Agreement
shall inure to the benefit of and be binding upon the successors and'assigns of the parties hereto.
5. Scone of Work
Any changes in the scope of work covered by this Agreement, including requests by City for
changes, modifications, or additions to the Licensed System shall be covered by a separate
agreement or purchase order mutually agreed to by the parties.
6. Hiri t
City and Contractor agree that for a period of two years from the date hereof, they will not
solicit or actively recruit any employees of the other without the written consent of the other
party.
7. California Law
This Agreement shall be interpreted and construed in accordance with California law.
8. Confidentiality
Contractor acknowledges the confidentiality of City's data, passwords and other confidential and
proprietary information of City. Contractor shall take all reasonable steps to safeguard
confidential information and shall not use or disclose the same, except in connection with its
obligations hereunder.
9. Interfaces
Contractor agrees that it is its responsibility to I) initially provide the interface files; II) to
provide a seamless procedure to allow the flow of data between the Licensed System and the
Pentamation Enterprises' Financial software; Il1) take ongoing responsibility of the interface
files as part of the Software Support and Maintenance Agreement.
10. NT Operating System Upgrades
Contractor agrees that it is its responsibility to notify Pentamenation Enterprises, line. on a
timely basis to upgrade the operation system to the most current supported NT level.
11. System Response Time
NT Payroll and Human Resource Server, as specified in Appendix 3 page 2 of 2, updated
version as per January 7, 1998 meeting and subsequent Pentamation Enterprises fax of January
7, 1998, the terms of which are set forth in Exhibit "B" of the Agreement between City and
Pentamation, at section 2 therein.
Server response time in a network disconnected mode will, in most cases, not exceed a 1 - 2
second time frame.
46
• High Line Contact Exhibit E •
12. Escrow
City has the following three options to select from in terms of Escrow:
1. Purchase source code at 50%; of license cost. If this option is selected, City must sign
Contractor's Source Code Agreement which will govern the use of the source code.
2. On-site Escrow of Licensed and Supported System. If this option is selected, City agrees to
pay Contractor an annual administration fee of$500.00.
3. Standard Contractor Escrow Agreement held with escrow agent. There is no fee associated
with this option and City becomes a beneficiary for the source code for those Licensed
Systems purchased.
13. Personality 2000-Version
The NT version of Personality 2000 to process up to 1000 Active Employee Records, Employee
Records being defined as the highest number of employees and pensioners administered by the
system in any month during a twelve month service period on the Designated Equipment as
defined in Appendix 4 of this Agreement. City has the right to upgrade the Designated
Equipment without an increase in license fees covered by this Agreement. The increase in
license fees is governed by the number of Employee Records processed as determined above.
The programs covered by this Agreement are as described in Appendix 1 of this Agreement.
47
High Line Contract Exhibit E •
APPENDIX 2
SOFTWARE IMPLEMENTATION SERVICES
CONVERSION OF EXISTING DATA
Contractor provides a "Flat File Import Utility" to load data into Personality 2000 from a formatted flat
file. It is the Citys responsibility to create and format that flat file.
FLAT FILE UTILITY TOOL N/ C
Conversion assistance can be provided at a cost of$800 per day plus travel expenses.
Note: Schedule of Implementation&Cutover Plan is subject to change, based on the needs of the City.
49
/� Ad
HIGH LINE CORPORATION& CITY OF PALM SPRINGS
RECOMMENDED PERSONALITY IMPLEMENTATION GUIDELINE
ACTIVITY
MAY'98 JUNE'98 JULY'98
WEEK OF 4 11 18 25 1 8 15 22 29 6 ]3 2(1 27
HIJIT implementation Plammn
HLAT Load Software -IT Implementation Set U ---> -----> ---> > �> -----> --->
HL/IT HR Tram Consulting&Set Up Assist. XXXK t
includes Phase I SA and PS trahiin
> '---->
IT HR Set U ---> ----- •
NX xr
HUIT PR Basic Trammg,Consultin &Set Up Asst o
IT Conversion-dev specs,propwn,test
--> -----> -..> _> cord'd
TT Form letters mailm e -dev spec, ,test _ _ _ __ -----> > Cont'd
IT DevelopEnd User& Admen Doom. -> �> --> >
>
IT Review Pmvedums&Adjust as Required --> ---
Note-additional activities will be added
as a result of the information gained
from data gathermg,and dunng the
Im lementation Planning Session
•
LEGEND
HL High Line Corporation PR Payroll WS WorK Scheduling LR Labor
IT ImplementadonTeam AT Attendance SA Salary Administration CP Career Planning
Is Information Services BE Benefits PS Position Control RE Recruiting
o
I
HIGH LINE CORPORATION& CITY OF PALM SPRINGS
RECOMMENDED PERSONALITY IMPLEMENTAT ON GUIDELINE
ACTIVITY
AUGUST'98 SEPTEMBER'98 OCTOBER'98
WEEK OF
3 10 17 24 31 7 14 21 28 3 12 19 26
IT PR Set Up .....> _____> .....>
HUIS Tectmical Trainum JQQ m
BUTT AT Trahiin .Consulbna&Set Up Assist
IT AT Set up
BUTT BE Trairap Consulting&Set Up Assist
IT BE Set U •
MAT PR.A&=ed Trwnin Consulting&Set Up Asst
IT PR-Advanced Set U
IT O/L Chmt of Acct File Form-dev mcc. ----> -----> """"->
HL G&Chart of Acct File Form-progrtm
IT G/L Chmt of Acct File Form-test
IT lt/L uufrna rGaiu-ucVe C. - --
IT Benefit Carrier File Form-dev spec,pgm test
IT Conversion-dev test-tumid .....> > ....a
> a > ....a
IT Form Leaens mailm a -dev specs, test
--,> ___J ----> —--> --.. .___.
> ..._a
IT Custom -dev specs, test-coma .....> --_> ____> _._J —> -.__.>
IT Cun mTime Entry Screen Decision
IT Direct Deposit Test to Bmtk-1st test
_.._a > .....> .....> _�_> _____>
TT Devel End User& ear Admire DOM. "-""
.____> > ____ .____> ____> __> _.._-
IT Revitw Procedures&Adjust as Re aired ---' '""""> > >
a > A
IT Check/DD Form-dev specs, [ear _... >
—
Note-additional activities will be added
0 a result of the information gained
from data erin mtd duringthe •
Im lentwation p1mulitig Session
HIGH LINE CORPORATION& CITY OF PALM SPRING VE ,r
RECOMMENDED PERSONALITY IMPLEMENTATION
ACTIVITY
NOVEMBER'98 DECEMBER'9E JANUARY'99
WEEK OF
2 9 16 23 30 7 14 21 28 4 Il 18 25
IT PR-Advanced
jET FC Ttsinin Consulting&Set U.Assist eoc
HL/1T FC Set U
j T Tmubleshootin _
IT Pilo[Syltlm Acc fence
>
IT Convert to Production Sme Test E.V.
TT PmduMon Sin Test cont
IT RaraUcl Test
IT Tmubleshootin
HL _
IT G/L Intf File Fom-test
IT Convetsion-aev as, a:st-w,uu —
IT Fonn Letter mailm a -dev specs,p2M test
___._> _—a _____> ____J .___.> J
IT Custom Reports-dev E2ecs, test-conVd --•J _—a _.._-> ----_> ..__.> -->
IT Direct Deposit Test to Beek-final test renote
IT Benefit Cmmer File Form-dev spec,ppiL test _._a ____> _.__.> .....> .____> —J
IT DeveM End User&S m Adrmn Doan. —•--> "--'>
> .__..> —J ..___>
IT Review Procedures&Adjust w Required
IT bevejop End User Trairdn Manual
IT Cbect/DD Form-dev specs,pgrr4 test-confd —•--> ---> '--"> "'""'> " > — >
Note-addittlonal activities will be added
as a result of the information gained
from data gathering,and d the •
lamentation Plamdn Session
HIGH LINE CORPORATION & CITY OF PALM SPRINGS m
RECOMMENDED PERSONALITY IMPLEMENTATION GUIDELINE d
ACTIVITY
FEBRUARY'99 MARCH'99 APPJL'99
REEK OF 6 13 20 27 4 11 18 25 1 8 15 22
Tr ParaUelTestin
1T Cut Over to Live Production —> m
rr Phase I Clean Up
TT DevelopEnd User&System Admin Doom. --•—> ----->
rr Review Procedures&Adjust as Required -••—> '"-"> """"> '-"'> •
IT End User Trainin
x---
HIAT Phase B Plannmg
rime-additional activities will be added
as a result of the information ed
from data gathemig,and during the
Implementation Plw=g session
•
W�
LL
High Line Contract Exhibit E 0
APPENDIX 3
ANNUAL,SERVICE AGREEMENT
1. This document constitutes a formal contract between CONTRACTOR and THE CITY for
Annual Service on programs listed on Schedule I to this Agreement, hereinafter called THE
SYSTEM, developed and implemented by CONTRACTOR.
2. This Agreement commences on the effective date stated above and will remein 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 CONTRACTOR's then current service rates and payment terms for THE
SYSTEM. A schedule of rates have been provided in Exhibit B of this Agreement.
50
0 High Line Contmet Exhibit E
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
CONTRACTOR which are notified in writing to CONTRACTOR by THE CITY
during the term of this Agreement. THE CITY shall assist CONTRACTOR in
identifying the circumstances in which such errors or inconsistencies were discovered
and in providing documentary evidence of the same.
• Changes and updates to existing programs in THE SYSTEM and related documentation
as they become generally available.
• The ability to record and maintain the information necessary for the production of
reports required for Federal, State and Local Income Taxes, State Disability Insurance,
Unemployment Insurance, 401K
• Response to problems within four hours of notification by THE CITY to the SUPPORT
LINE.
5. THIS SERVICE AGREEMENT DOES NOT COVER:
• New developments or modifications to THE SYSTEM requested by THE CITY.
• Programs that have been custom written for THE CITY 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, emissions, deficiencies or inconsistencies caused by
modifications, additions or tampering with the System by other than CONTRACTOR
personnel.
• Any problems caused by THE CITY as a result of file or table manipulation. It is THE
CITY's responsibility to fully test all file or table changes prior to using them in
production. '
• Provision of, or support for, the Vertex PAYROLLTAXT"r System. It is THE CITY's
responsibility to arrange for its use and service through Vertex Systems Inc.
51
0 High Line Contract Exhibit B
1-G POSITION CONTROL MODULE;
Identifies all positions used within an organization
Maintains position definition records that include the position description, status, location,job function
and authorized headcount(FTE)
Identifies the current and past employees authorized to work in each position
Identifies the current and past positions each employee has been authorized to work in
Allows multiple employees to fill the same position
Allows multiple positions to be held by one employee
Records full time equivalent factors
Produces complete position profiles
Produces organization charts
Allows users to identify overfiWunderfill and vacancies in positions
Provides an On-Line Personnel Action Form feature, to allow users to enter "proposed/pending" changes
to the employee's masterfile; these are updated when the proper approvals have been given.
Allows users to define Contracts associated with Positions and Employees, such as Teacher's Contracts,
managing payments over different calendars than the actual contract.
22
• High Line Contract Exhibit B •
1-H FINANCIAL COST CONTROL MODULE
Allows users to maintain control over workforce usage by cost ledger, cost area, cost account distribution
code, record type, period and accumulator
Supports a 30 character, user definable distribution code
Allows the distribution code to be derived from an employee's Entity, Department, Job, Position or
Distribution field segments
Provides multiple record types for recording actual, budget and other figures separately
Processing period is based on a user defined calendar
Provides an unlimited number of accumulators which may be used for time, dollars or statistics
Captures workforce statistics at both an employee level and a summary level
Derives workforce usage statistics from manual input PAYROLL and special update processes
Provides extensive inquiries and reports of workforce statistics showing the historical picture and
actual budget comparisons
Allows users to drill down into summary data to detail levels, by date, employee, cost charged, etc.
Provides the ability to generate budgets based on historical information, or perform "what if' analysis
Produces reporting on actual to budget variance analysis and trend analysis, as well as user defined
reports
r
23
• High Line Contract Exhibit B •
1-I INTEGRATION UTILITY TO INTERFACE WITH THE GENERAL LEDGER
PENTAMATION MODULE
CONTRACTOR will provide tools necessary to create a flat file for the upload of labor distribution
charges to the General Ledger of Pentamation. This module will provide an update from the extract of
the flat file for Pentamation with General Ledger account numbers and balances. It will update to payroll
tables for validation at time entry for valid account numbers and sufficient hours or funds to charge labor
against.
24
High Line Contract Exhibit B •
1-K J.C.S. Job Scheduling
Oracle Developer 2000/Report Writer 2.5 $6,500.00
Delivery July 1998
Payment to be rendered once software has been recieved,
installed, tested and accepted by City.
1-L Oracle Database
20 Concurrent Users-cost per user$250 $5,000.00
Delivery date July 1998 (5 users$1,250.00)
Delivery date July 1999 (15 users$3,750.00)
Payment to be rendered once software has been recieved,
installed, tested and accepted by City.
1-M 1 copy SQL*Plus $400.00
Delivery date July 1998
Payment to be rendered once software has been recieved,
installed, tested and accepted by City.
1-N Micro-Focus Run-Time license $1,200.00
Delivery date July 1998
Payment to be rendered once software has been recieved,
installed, tested and accepted by City.
1-0 Discoverer End-User Report Writer:
1 Administration Edition N/C
3 User Editions- Cost per user$800.00 $2,400.00
Delivery date September 1998
Payment terms: Net 30 days
1-P Vertex Payroll Tax Tables $2,090.00
Delivery date October 1998
Payment to be rendered once software has been recieved,
installed, tested and accepted by City.
25
0 High Line Contract Exhibit B •
2. HARDWARE
CONTRACTOR will not provide any system hardware. Hardware will be provided by Pentamation as
described in Section 2, Item C HIGH LINT?System Hardware in the Pentamation Contract.
26
0 High Line Contract Exhibit B •
3. SOFTWARE MAINTENANCE YEAR 1
CITY OF PALM SPRINGS
PRODUCTS COVERED BY ANNUAL SERVICE AGREEMENT FOR PERIOD
JULY 1, 1998 TO JUNE 30, 1999
1998/1999 ANNUAL
PERSONALITY 2000 MODULES SERVICE RATE
PERSONNEL RECORDS
PAYROLL
BENEFIT ADMINISTRATION
ATTENDANCE
SALARY ADMINISTRATION
POSITION CONTROL
FINANCIAL COST CONTROL
180 Clay product warranty, remainder of service agreement at 50% of annual cost
TOTAL 5,569.00
ADDITIONAL ANNUAL SUPPORT COSTS -ESTIMATED
Oracle Database - 5 User License 16%O of$1,250.00 $ 200.00
Run-time License:
Oracle Developer/Report 2.5
JCS Scheduling 18% of$6,500.00 $ 1,170.00
Oracle Discoverer
1 Administration Edition $ 500.00
3 User Editions $250.00 per copy $ 750.00
Total: 8,189.00
27
• High Line Contract Exhibit B •
4. SOFTWARE TRAINING AND TRAVEL
As incurred
Payment terms: Net 30 days
Project Planning 4 Days @$700/Day $ 2,800.00
Technical Training 3 Days @$700/Day 2,100.00
Record Keeping 5 Days @$700/Day 3,500.00
Payroll - Basic 5 Days @$700/Day 3,500.00
- Advanced 5 Days @$700/Day 3,500.00
Benefits 5 Days @$700/Day 3,500.00
Attendance 5 Days @$700/Day 3,500.00
Salary Administration and
Position Control 3 Days @$700/Day 2,100.00
Financial Cost Control 3 Days @ $700/Day 2,100.00
Trouble Shooting 10 Days @ $700/Day 7,000.00
Trouble Shooting-Financial Cost Control 2 Days 0$700/Day 1,400.00
Total 50 Days @$700/Day $35,000.00
Additional on-site training will be provided at$700 per day plus expenses, if requested.
Travel Allowance:
Travel is based on 11 on-site trips
Estimated Airfare cost of$500 per trip $ 5,500.00
Estimated Hotel and Meals of$150 per day for 50 days 7,500.00
Estimated Travel Allowance $13,000.00
This includes the extra trip for the Financial Cost Control module.
The travel allowance is an estimated budget figure. Contractor must get prior approval of City for a site
visit that incurs travel expenses. City will be charged actual expenses only and Contractor will not exceed
the budgeted allowance without notifying City in advance.
28
• High Line Contcecl Exhibit B •
5. SOFTWARE MAINTENANCE YEAR 2 AND 3.
5-A YEAR 2
CITY OF PALM SPRINGS
PRODUCTS COVERED BY ANNUAL SERVICE AGREEMENT FOR PERIOD
JULY 1, 1999 TO JUNE 30,2000
1999/2000 ANNUAL
PERSONALITY 2000 MODULES SERVICE RATE
PERSONNEL RECORDS
PAYROLL
BENEFIT ADMINISTRATION
ATTENDANCE
SALARY ADMINISTRATION
POSITION CONTROL
FINANCIAL COST CONTROL
TOTAL $11,475.00
ADDITIONAL ANNUAL SUPPORT COSTS -ESTIMATED
Oracle Database - 20 User License 16% of$5,000.00 $ 800.00
Run-time License:
Oracle Developer/Report 2.5
JCS Scheduling 18% of$6,500.00 $ 1,170.00
Oracle Discoverer
1 Administration Edition $ 500.00
3 User Editions $250.00 per copy $ 750.00
a
Total: $14.ti95.00
29
• High Line Contract Exhibit B •
5-B YEAR 3
CITY OF PALM SPRINGS
PRODUCTS COVERED BY ANNUAL SERVICE AGREEMENT FOR PERIOD
JULY 1,2000 TO JUNE 30,2001
2000/2001 ANNUAL
PERSONALITY 2000 MODULES SERVICE RATE
PERSONNEL RECORDS
PAYROLL
BENEFIT ADMINISTRATION
ATTENDANCE
SALARY ADMINISTRATION
POSITION CONTROL
FINANCIAL COST CONTROL
TOTAL $11,820.00
ADDITIONAL ANNUAL SUPPORT COSTS -ESTIMATED
Oracle Database - 20 User License 16% of$5,000.00 $ 800.00
Run-time License:
Oracle Developer/Report 2.5
JCS Scheduling 18% of$6,500.00 $ 1,170.00
Oracle Discoverer
1 Administration Edition $ 500.00
3 User Editions $250.00 per copy $ 750.00
For Years 4 and 5, Contractor agrees to an upper limit annual increase of 5
Total: $ 15,040
30
High Line Contract Exhibit C •
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Payment terms:
1st Payment - 50% of the total for Personality Software, to be paid within 30 days after delivery
and successful installation of the following products described in Exhibit "B", plus service and
support as follows:
1. Software
Section 1 Item "a" Control Component
Section 1 Item "b" Record Keeping Module
Section 1 Item "c" Payroll Module
Section 1 Item "d" Benefits Administration Module
Section 1 Item "e" Attendance Module
Section 1 Item"f' Salary Administration Module
Section 1 Item "g" Position Control Module
Section 1 Item"h" Financial Cost Control Module
Section 1 Item "k" JCS]fob Scheduling Module
Section 1 Item "I" Oracle Database for Five Users
Section 1 Item "m" SQL*Plus
Section 1 Item "n" Micro-Focus Run-Time License
Section 1 Item "o" Discoverer End-User Report Writer
Section 1 Item "p" Vertex Payroll Tax Tables
subtotal $45,340.00
2. Year-1 Software Maintenance
Section 3 Software Maintenance Year One
subtotal 8,189.00
3. Software Training and Travel
As incurred-Cost not included-Estimate is$35,000 for Training
and$13,000 for Travel, total not to exceed$48,000.
subtotal 00.00
4. Miscellaneous Expenses
Bond Costs -3.5% of contract
subtotal 2,205.00
Total $55,734.00
32
• High Line Contract Exhibit C
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Payment terms:
2nd Payment - 40% of the total for Personality Software, to be paid within 30 days after delivery
and successful intallation of the following software products and services listed below and described
in Exhibit"B".
Also after pilot testing has been completed Contractor will test and assure that all City of Palm
Springs data processing tests and rules are working as tested on a select representative group of
employee records.
1. Software
Section 1 Item "j" Integration Utility to
Interface with the General Ledger Pentamation Module
subtotal $25,200.00
2. Software Training and Travel
As incurred-Cost not included-Estimate is$35,000 for Training
and$13,000 for Travel, total not to exceed$48,000.
subtotal 00.00
3. Software Maintenance
Payment is related to product deliverables. The following items are
not related to product deliverables but are due at this time.
Year 2 Software Maintenance-Personlity 2000
subtotal $11,475.00
Total $36,675.00
33
• High Line Contract Exhibit C 41
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Payment terms:
3rd Payment - 10% of the total for Personality Software, to be paid within 30 days after project
completion and acceptance, as described in Ehibit "D", plus service and support as follows:
1. Software
None
subtotal $6,300.00
2. Software Training and Travel
As incurred-Cost not included-Estimate is$35,000 for Training
and$13,000 for Travel, total not to exceed$48,000.
subtotal 00.00
3. Software Maintenance
Payment is related to product deliverables. The following items are
not related to product deliverables but are due at this time.
Oracle Database License for 15 Users $3,750.00
Annual Support of Oracle Database-20 User License $ 800.00
Annual Support of Oracle Developer-
Report 2.5 and JCS Scheduling $1,170.00
Annual Support of Oracle Discoverer-
Administration and User Editions $1,250.00
subtotal $6,970.00
Total $ 13,270.00
34
• High Line Contract Exhibit D •
EXHIBIT "D"
IMPLEMENTATION AND CUTOVER PLAN
IMPLEMENTATION SUPPORT AND TRAINING
The implementation of PERSONALITY 2OOO involves the following four basic steps:
(a) Project Planning -project planning
(b) Package Setup -needs analysis
-software installation
-technical training
-product training
-system setup
-testing
(c) Pilot Testing -reporting analysis&tailoring
-conversion development
-interface development
-forms developments
-custom development(if any)
-methods&procedures development
-internal training
-pilot system testing
(d) Production Testing -system setup
-conversion testing
-interface testing
-custom software testing
-full system testing
The cutover, testing and final acceptance of PERSONALITY 2000 involves the following basic steps:
(a) Parallel Testing -full conversion
-parallel testing
Project Planning
The typical implementation planning session is 3 days in length. An additional day is required to
document the implementation planning report. The planning session is currently scheduled for May 5-7,
1998. Reference Exhibit E, Appendix 2 for preliminary project plan.
Successful implementation of PERSONALITY 2000 requires that City have a clear understanding of the
product concepts and capabilities as well as the effort and resources required to install them. It is equally
important for Contractor to fully understand City's environment and requirements. These issues are
addressed in the project planning meeting Chat is conducted at the beginning of each PERSONALITY
2000 implementation. The project planning meeting shall give City's and Contractor's team members an
opportunity to meet one another, review all project activities, assign responsibilities and establish a
project schedule.
35
• High Line Contract Exhibit D •
Package Setup
Following the planning meeting Contractor normally delivers the software and provides technical support
for the installation to City's MIS staff. The.PERSONALITY 2000 demo system is left as a training tool,
along with the newly built Pilot Test Shell where City will begin to build it's system. The setup of a
Pilot System and the coding of the tables of PERSONALITY 2000 shall be done with Contractor's
guidance. During this stage City will receive formal product training either at Contractor's offices or on-
site. The Pilot System is used to familiarize;City users with PERSONALITY 2000 and to confirm the
proper setup of the tables.
Pilot Testing
The Pilot System is used as a test system for City's environment. As City's knowledge of
PERSONALITY 2000 grows, Contractor will assist City in preparing specifications for report
modifications, conversion software, interfaces, custom forms and other needs. Contractor will generate
software quotations on request for this work if City's resources are unable to provide these items. During
pilot testing, City should review and modify City's internal methods and procedures to accommodate the
new system. At the appropriate time, the Pilot System is used to conduct internal training sessions for all
users of the new system.
Production Testing
When the Pilot System is functioning to City's satisfaction, a full production test is normally done to test
the system with volumes and to test the conversions, interfaces and custom software. The production test
will confirm that all necessary functions have been implemented and allow City to measure the run times
of various cycles and processes so that the production procedures and schedules can be finalized.
Contractor can assist City, if necessary, with the building and setup of the production system.
Parallel Testing
Parallel testing is done to ensure that the new system is totally reliable. Master files are converted and
transactions are entered into both the new and old systems. If the results are within an,acceptable
tolerance, the new system can be put into fall production.
Parallel testing will involve testing for three(3) consecutive payroll cycles, followed by one(1)
satisfactory payroll cycle completed in live production with the new PERSONALITY 2000 modules.
The length of time required to implement the core modules of PERSONALITY 2000 is normally 4 to 6
months. However, it may vary considerably depending on the following factors:
Complexity of the requirements
Availability of resources
Caliber of resources assigned to the project
Prior package installation experience
Ability to get decisions made
Commitment to the project
36
• High Line Contract Exhibit D •
In the course of installing our products our clients have chosen from a combination of services
CONTRACTOR is offering. The following three or any combination thereof are typical of the process:
A) Project requirements are fully met by City and overall staff requirements can be satisfied by in-
house expertise. CONTRACTOR's role becomes that of a trainer, educator and consultant, as required.
B) A mixture_of City staff and dedicated on-site CONTRACTOR staff to effect the implementation.
C) A third party consulting firm handling the day to day implementation under Contractor's overall
project management and responsibility to City. The other important point to note is the transfer of City's
implementation profile to our customer service group-CUSTOMER SUPPORT LINE-for on going
knowledge support.
Included as Appendix A is a Sample Implementation Schedule. This is a preliminary plan developed to
show example implementation times. Contractor will work with City to develop a customized
Implementation Plan, charting critical tasks and a time line in this manner, upon completion of an in-
depth Planning and Needs Analysis session. Ongoing support requirements vary from client to client, as
discussed in the following paragraphs.
The training plan for the implementation team is included in the Sample Implementation Schedule. This
training can be conducted at Contractor's offices or on-site, based on City's requirements. There is a
formal training program for each module in our system, the objective of each course being to provide the
implementation team with general overview training on the capabilities of each module. In addition to the
general overview training program, Contractor will provide technical training as it pertains to our
product, and advanced concept training where applicable. Contractor recommends that clients work with
the consultant/trainer upon completion of each course to determine how to most effectively utilize each
module's capabilities to handle requirements. Once this approach has been determined a detailed action
plan can be developed including each task required to be completed, the implementation team members
responsible for completion, and dates that each task must be completed by. The most effective approach
to implementing our system is to create a test environment representative of the City, and complete the
set up requirements and testing necessary on a small scale. Once the test environment results pass
acceptance testing, production size/parallel testing can be performed. While this second stage of testing is
ongoing, the final end users of the system can be trained on how City have decided to utilize the system,
covering all aspects required to perform their regular duties and procedures. In our experience we have
found that train the trainer programs are the,most effective method of accomplishing user training, and
Contractor will assist City in preparing for this approach and with the training of users to the extent that
City deem necessary.
Included in the Sample Implementation Schedule is the task of converting information from other systems
into the PERSONALITY database. PERSONALITY provides City with import tools to assist City in
converting the information from City'ssystem and loading it into our system. Contractor will work with
City to develop the specifications for this conversion and complete any programming requirements that
are determined as a result of this analysis, if required.
Upon completion of Contractor's training programs and all stages of the implementation the
implementation team members will be fully capable of managing the ongoing system administration
required. Contractor recommends that an internal resource is designated for this task, and our clients
indicate that this resource is usually dedicated anywhere from 5% to 100 To of one FTE on an ongoing
basis, once the system is fully implemented. This system administrator would be responsible for loading
new releases into a test environment, testing and then moving to production. In addition to this they
would be responsible for managing any change requests to the system, following the same approach.
Contractor provides ongoing support to clients on Annual Service Agreements, assisting City as required
through our support line and/or consulting.
37
• High Line Contract Exhibit D
SOFTWARE IMPLEMENTATION SERVICES
Project Planning 4 Days @$700/Day $ 2,800.00
Technical Training 3 Days @$700/Day 2,100.00
Record Keeping 5 Days @$700/Day 3,500.00
Payroll - Basic 5 Days @ $700/Day 3,500.00
- Advanced 5 Days @$700/Day 3,500.00
Benefits 5 Days @$700/Day 3,500.00
Attendance 5 Days @$700/Day 3,500.00
Salary Administration and
Position Control 3 Days @$700/Day 2,100.00
Financial Cost Control 3 Days @$700/Day 2,100.00
Trouble Shooting 10 Days @$700/Day 7,000.00
Trouble Shooting-Financial Cost Control 2 Days(ca$700/Dav 1,400.00
Total 50 Days @$700/Day $35,000.00
Additional on-site training will be provided at$700 per day plus expenses, if requested.
Travel Allowance:
Travel is based on 11 on-site trips
Estimated Airfare cost of$500 per trip $ 5,500.00
Estimated Hotel and Meals of$150 per day for 50 days 7,500.00
Estimated Travel Allowance $13,000.00
This includes the extra trip for the Financial Cost Control module.
The travel allowance is an estimated budget figure. Contractor must get prior approval of City for a site
visit that incurs travel expenses. City will be charged actual expenses only and Contractor will not exceed
the budgeted allowance without notifying City in advance.
38
• High Line Contract Exhibit E •
EXHIBIT W
LICENSE AGREEMENT
AGREEMENT FOR SOFTWARE LICENSE AND MAINTENANCE SERVICES
1. Software License and Lnplementation Services
Contractor grants to City and the City accepts, a non-transferable and non-exclusive license to use
the computer software programs listed in Appendix 1 of this Agreement on City's computer
system as identified in Appendix 1. The licensed software programs and related written materials
are hereinafter collectively referred to as the "Licensed System". Unless the source code is
purchased by City under the terms of this Agreement, the license is for the use of object code
programs only. Contractor also agrees to provide the computer software implementation services
identified in Appendix 2 of this Agreement. The terms and conditions under which the software
license and implementation services are provided are set forth in Section I, "Software License
Terms", of this Agreement.
2. Support and Maintenance Services
Contractor hereby agrees to provide to City and City agrees to pay for computer software support
and maintenance services. The terms and conditions under which the support and maintenance
services are provided are set forth in Section III, "Software Support and Maintenance Services",
and Appendix 3, "Annual Service Agreement", of this Agreement.
3. General Terms and Conditions
Section III of this Agreement contains general terms and conditions applicable to all products and
services covered by this Agreement.
4. Appendices
The following Appendices are attached hereto and are part of this Agreement:
• Appendix 1 -Licensed Computer Software Programs
• Appendix 2-Software Implementation Services/Conversion of Existing Data
• Appendix 3 -Annual Service Agreement
• Appendix 4-Designated Equipment
39
• Hibh Line Contract Exhibit E •
SECTION 1
SOFTWARE LICENSE TERMS
1. License of High Line Application Programs
a. The License granted under this Agreement authorizes City to possess, and use solely for its
own use, copies of the Licensed System on the computer system identified in Appendix 1 of
this Agreement. This License includes the right to use the related written materials for the
licensed software programs such as user manuals, flow charts, logic diagrams and program
code. The Licensed System may not be used to process data for any person or entity other
than the City.
In. Contractor warrants that the functions and features of the software, when properly installed
and operated by qualified professionals, shall meet all functional requirements as described
in the proposed Application Software Specifications section of Contractor's response to
City's Request for Proposal 03-98 ("RFP"). Contractor's responses in the proposed
Application Software Specifications section of Citys RFP represent its best professional
judgment in response to City's stated software requirements.
c. License fees for the Licensed System are specified in Appendix I of this Agreement and the
validity of this license is contingent upon the payment of such fees.
d. If Contractor develops additional releases of the Licensed System which incorporate changes
and enhancements, it will make such new releases available to City under the terms of its
Annual Services Agreement as set forth in Appendix 3 of this Agreement.
e. City recognizes that the Licensed System is confidential and trade secret property which is
proprietary to Contractor. City, its agents, employees and representatives shall not make
available or disclose in whole or in part, any Licensed System, including but not limited to
flowcharts, logic diagrams and program code, to any third parties. Licensed System which
are provided by Contractor may be copied by City for backup purposes only and City shall
not otherwise print, copy or duplicate the Licensed System. City will take reasonable steps
to protect the security of the Licensed System and will inform all employees, agents and
representatives who utilize the Licensed System of this requirement. City may not assign,
timeshare, rent, reverse engineer, disassemble, decompile, reverse translate, or otherwise
decode the Licensed System.
f. Within thirty (30) days after the date of discontinuance of the license granted under this
Agreement, the City shall return to Contractor the original and all copies of the Licensed
System and the related written materials except that, upon prior written authorization from
Contractor, the City may retain a copy for archival purposes only.
40
• High Line Contract Exhibit E •
2. Application Proeram Implementation Services
a. Contractor shall provide to City installation services, training of City's personnel and
technical assistance in the operation and use of the Licensed System as set forth and for the
charges listed in Appendix 2.
b. Implementation of the Contractor application programs will be deemed completed when the
Licensed System is operational in accordance with the Implementation Document to be
developed mutually and agreed upon or when the City begins processing data using the
application programs, whichever comes first.
c. The timing of the delivery and installation of the Licensed System will occur as mutually
agreed by Contractor and City.
d. Contractor will provide City with Import Conversion Tools to the Personality 2000 file
structure from a City provided flat file. City shall provide the file layout in the format
required by the Licensed System. The fee for the Import Conversion Tool is set forth in
Appendix 1 of this Agreement.
3. Warranty
a. Contractor warrants that it is the sole owner of or has full power and authority to grant the
License provided for herein and that the use of the licensed programs by City will not
violate or infringe upon any patent, copyright or other proprietary right of any thirds
person. Contractor will indemnify and hold City harmless from and against any loss, cost,
liability, attorney fees and expense arising out of the breach of the foregoing warranty.
b. Contractor warrants that the Licensed System will function as described in the proposed
Application Software Specifications section of Contractor's response to City's Request for
Proposal 03-98 ("RFP") when shipped to City. In the event of a defect in a program,
Contractor's sole responsibility shall be to replace or correct the defective program without
additional charge to City provided there is in effect between Contractor and City an
agreement for Software Support and Maintenance Services. No warranty is given and no
warranty corrections, replacements or services will he provided if City has not chosen to he
covered by an Software Support and Maintenance Services Agreement. The foregoing
warranty does not apply to defects caused by equipment or programs not supplied by
Contractor, where equipment used by City has not been approved by Contractor, where City
has made unauthorized changes to the programs or where City has given inaccurate
information to Contractor concerning City's requirements.
c. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES
EXPRESSED OR IMPLIED„ INCLUDING BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCiHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. City agrees that. Contractor's liability hereunder for damages for failure to
replace or correct a defective program, regardless of the form of action, shall not exceed the
contract sum paid by the City for the defective program.
41
• High Line Contract Exhibit E •
d. No action, regardless of form, arising out of the transactions under this Agreement, may be
brought by either party more than four years after the cause of action has accrued., except
that, an action for nonpayment may be brought within four years after the date of the last
payment. Applicable statute of limitations under California law shall apply to any breech of
this Agreement. At the time of execution of this Agreement, the applicable statute of
limitations is four years, under California Code of Civil Procedures, Section 337.
42
• High Line Contract Exhibit E •
4. City Responsibility
a. City shall be exclusively responsible for the supervision, management, operation and
control of its use of the Licensed System, including but not limited to:
i) establishing adequate backup plans in the event of computer or Licensed System malfunction
or disaster,
ii) implementing sufficient procedures and checkpoints to satisfy City's requirements for
security and accuracy of input and output data as well as restart and recovery in the event of
malfunction or disaster,
iii) informed use of output data insofar as technical expertise or professional judgment is
required,
iv) security maintenance and distribution of system passwords,
v) Citys Implementation Team, as defined in the Planning Session Document, is responsible
for setting up and, or by utilizing the provided system tools, develop the City specific
business rules, functions and procedures.
b. City shall be responsible for the costs of the computer hardware system necessary for its use
and operation of the Licensed System, operating system software, hardware and operating
system software maintenance:, a diagnostic modem meeting Contractor's specifications,
dedicated telephone lines for diagnostic modem, second telephone line near the CPU,
sufficient backup media, printer, and adequate work space for all personnel. All of the
foregoing shall be in place prior to installation of the Licensed System.
c. City will appoint an individual to serve as central liaison with Contractor, who shall have
the responsibilities of System Administrator. City is also obligated to provide adequate
personnel having sufficient skills and experience to operate and manage the Licensed
System.
d. City agrees to keep the necessary hardware and operating systems properly maintained so
long as the City and Contractor have a Software Support and Maintenance Agreement in
effect.
e. City agrees to contract for maintenance on the Oracle software products and JCS Scheduling
software with Contractor for the period of time during which the City and Contractor have a
Software Support and Maintenance Agreement in effect.
f. City will be responsible for the costs of travel, lodging and related expenses for training and
support provided by Contractor at City's location.
5. Term of License
The License granted hereunder shall be perpetual provided that Contractor shall have the right to
terminate this license in the event of City's breach of any of the terms hereunder.
6. Export Laws
City agrees to comply fully with all relevant export laws and regulations and will not export the
Licensed System directly or indirectly in violation of such laws.
43
Hiph Line Contract Exhibit E
SECTION 11
SOFTWARE SUPPORT AND MAINTENANCE SERVICE TERMS
1. Terms
a. This Agreement for maintenance services shall begin on the date it is signed by City and
Contractor and shall remain in force until termination by City and Contractor as provided
hereafter. Support and maintenance services may be terminated by City on any anniversary
date of this Agreement, upon written notice given at least thirty (30) days prior to the
original anniversary date or any subsequent anniversary date. This Agreement may be
terminated by Contractor on any anniversary date beginning with the fifQi anniversary, upon
written notice given at least six (6) months prior to the fifth or any subsquent anniversary
date. Contractor shall give City notice of each upcoming anniversary date at least 90 days
before such anniversary date.
N
b. The City or Contractor may terminate any maintenance services provided for in this
Agreement for failure of the other to comply with the terms and conditions hereof, upon
three(3)months written notice prior to the cancellation date.
2. Charges
City agrees to pay the annual charges for support and maintenance services as described and set
forth in Appendix 3 of this Agreement. All such charges are subject to increase or other change
by Contractor after the first year of this Agreement, upon forty-five (45) days prior written
notice by Contractor.
3. City Obligations
The City acknowledges and agrees to provide Contractor access to City's application and/or
operational system where necessary for Contractor to provide its services hereunder. The City
further acknowledges its responsibility to provide adequately trained personnel.
4. Annual Support and Maintenance Agreement
There is attached as Appendix 3 hereto a description of the support and maintenance services
provided by Contractor for the level of software support and maintenance services required by
City and the annual charges for the same.
5. Warranty
Contractor warrants that it shall provide the software support and maintenance services described
in this Agreement in the highest professional manner. Contractor makes no other implied or
expressed warranties. In the event of a breach of this warranty, Contractor's sole obligation
shall be to perform the work contracted for or to correct any defective work by Contractor. In
no event shall Contractor be liable hereunder for an amount in excess of the total charges paid or
payable by City during one year for software support and maintenance services.
6. Change in Services
Contractor shall make available to City any policy or service changes in connection with the
support and maintenance services provided hereunder. City shall have the option of having the
changes incorporated in this Agreement.
44
I
1 ,
CERTIFICATE OF INSURANCE
LOWNDES LAMBERT ONTARIO LIMITED
191 THE WEST MALL, SUITE 512
ETOBICOKE,ON M9C 5K8
This is to certify to: Office of the City Clerk u'
City of Palm Springs
3200 Tahquitz Canyon Way -'
Patin Springs,CA 92262
Attention: Patricia A.Sanders
That Policies of Insurance as herein described have been issued to the Named Insured below and are in force at
this date.
INSURED: High Line Corporation Inc.
145 Renfrew Drive,Suite 210
Markham,ON L3R 9116
Location and operations to which this Certificate applies.
All locations and operations of the Named Insured.(Your Reference 3909)
Kind of Policy Policy No. Expiry Limits of Liability
Commercial Insurance ONTECO013605 Aug 16,2002 General Aggregate$10,000,000.00
Package Products&Completed Operations
Limit$10,000,000.00
Personal&Advertising Injury
$5,000,000.00
Each Occurrence$5,000,000.00
Tenants Liability$500,000.00
Employers Liability$1,000,000.00
Exhibition Floater: $50,000.00
Workers Compensation W VA4900244 Aug 16,2002 Bodily Injury By Accident
&Employers Liability Insurance $1,000,000 U.S. Each Accident
Bodily Injury By Disease
$1,000,000 U.S.Policy Limit
Bodily Injury By Disease
$1,000,000 U.S.Each Employee
INSURER: St.Paul Canada
-------------------------------------------------------------------------------------------------------------------------------------
NOTE: It is hereby understood and agreed that the Office of the City Clerk,City of Palm Springs is added
as an Additional Insured,but only with respect to operations of the Named Insured as outlined above.
The Insurance afforded is subject to the terms,conditions and exclusions of the applicable policy. This
Certificate is issued as a matter of information only and confers no rights on the holder and imposes no
liability on the Insurer. The Insurer will endeavour to mail to the holder of this Certificate 30 days written
notice of any material change in or cancellation of these policies,but assumes no responsibility for failure to do
SO. r—t
DATE: March 1,2002
% �I ESENTATIVE