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HomeMy WebLinkAboutC-2650Iloo - `O Agreement for HdL Software and Services C . City of Arcadia Date April 22, 2011 AMENDMENT NO.3 TO AGREEMENT FOR BUSINESS LICENSE SOFTWARE AND SERVICES This Amendment No. 3 to Agreement for Business License Software and Services is made and entered into as of thea 0"day of �u 2011 ("Agreement Date "), by and between the City of Arcadia, a municipal corporation, hereina er referred to as City, and HdL Software, LLC, a California company, hereinafter referred to as HdL. RECITALS: WHEREAS, HdL and City entered into that certain Agreement for Business License Software and Services dated October 20, 1997 ( "Original Agreement "), whereby HdL agreed to provide HdL's Business License Software System and related services; and WHEREAS, HdL and City now desire to amend the Agreement to include HdL's new HdL Prime Business License Software System and related services, and provide for the compensation of the new system on the terms and conditions set forth herein; THEREFORE, it is agreed by City and HdL as follows: 1. SCOPE OF SERVICES Specific services to be performed by HdL are as described in Exhibit A. 2. SCHEDULE OF SERVICES A Schedule of Services for this project is described in Exhibit B. 3. COMPENSATION City agrees to compensate HdL for services under this Agreement as described in Exhibit C. 4. MAINTENANCE AND SUPPORT HdL will provide customer support by telephone, email and the web as needed by the City as described in Exhibit D. S. SYSTEM REQUIREMENTS The software and database will be installed on the City's network on hardware supplied by the City. Detailed system requirements are provided in Exhibit E. 6. TERM OF AGREEMENT The term of this Agreement shall commence on the above written date (the "Agreement Date ") and shall continue each year thereafter until termination is requested. The process for termination can be found in Exhibit F. 7. GENERAL TERMS AND CONDITIONS The General Terms and Conditions for this Agreement are as described in Exhibit F. 8. AFFIDAVIT OF DESTRUCTION The Affidavit of Destruction for this Agreement is described in Exhibit G. HdL Software, LLC Im V Agreement for HdL Software and Services City of Arcadia Date April 22, 2011 9. NOTICE All notices required by this Agreement shall be given to the City and to HdL in writing, by personal delivery or first class mail postage prepaid, addressed as follows: City DSD / City of Arcadia 240 W. Huntington Dr. /PO Box 60021 Arcadia, CA 91066 -6021 HdL 10. FULL FORCE AND EFFECT HdL SOFTWARE, LLC 1340 Valley Vista Drive, Suite 200 Diamond Bar, California 91765 Except as modified pursuant to this amendment no. 3, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf. CITY OF By: "-J n .C9 -Pe-� Donald Penman, City Manager Dated:Tf i I APPROVED,, AS TO FORM: Stephen P. Deitsch, City Attorney HdL Software, LLC HdL SOFTWARE, LLC By: IX-14: �,- 7 C:: � � Robert Gray,, Pressiid t % Dated: CONCUR: son ckeberg, Date Assistant City Manager /Development Services Director n M Agreement for HdL Software and Services Date April 22, 2011 City of Arcadia EXHIBIT A SCOPE OF SERVICES 1. Summary HdL will assist the City in migrating from HdL Business License v4.x ( "Classic Business License ") to HdL's new enterprise system, HdL Prime Business License ("Prime"). HdL will provide expert guidance from start to finish as needed; including evaluation of current system configuration, data, reports, and processes, technical support and training. 2. Data Migration HdL will migrate the City's existing data under the City's project manager's guidance. As part of the data migration, HdL will verify the integrity of all converted data. As such, HdL may recommend certain data transformations in order to improve the integrity of the migrated data. HdL may also recommend that certain records not be converted, due to age of the data, condition of the data, or a combination of various factors. These recommendations will be submitted to the City's project manager for approval prior to final conversion. 3. Implementation a. HdL's responsibilities Project manager - HdL will provide a project manager (PM) to guide the software implementation process. The primary responsibility for the HdL PM is to ensure successful and timely completion of each step of the software implementation schedule. The HdL PM will work closely with the City's designated project manager to define the software implementation schedule, identify City needs and configure the software accordingly, validate the data migration, provide user training, and generally shepherd the City through the software implementation process. IT support - HdL will provide a dedicated IT staff member to provide IT support during the software implementation process. This individual will provide the necessary instruction and assistance in order to install the software in the City's computing environment, and will provide any needed technical support. Training - HdL will provide software training as defined in the agreed upon software implementation schedule. One day of training is required. Additional training may be scheduled upon request. The length and number of participants of each training session will be determined by the HdL PM and the City's designated PM. Help System - HdL will provide access to a digital copy of the software user manual ( "Help System "). The City may use the Help System as needed for internal use by City staff. The Help System contains proprietary and confidential information, and as such is bound by the confidentiality portion of this agreement. The Help System may not in any circumstances be distributed to any 3`d party or any individual that is not a current City staff member responsible for using or maintaining the software. b. City's responsibilities Project manager - The City will designate a staff member to serve as the City's project manager (PM). This individual must be intimately involved in the daily business processes which the software will automate, and be empowered to make, or quickly secure from management, decisions required for the implementation of the software. The primary responsibility for the City PM' is to ensure that all City responsibilities during the software implementation are met according to the agreed upon software implementation schedule. The City PM will be instrumental in the successful implementation of the software; working closely with the HdL PM to verify data migration, report migration, and configure all aspects of the software. IT support - The City will designate an IT staff member to work with HdL staff throughout the software implementation process. This individual must be knowledgeable about the City's computing environment and be authorized to manage the SQL Server database and install and configure software on the network server and workstations. The primary responsibility of the City's IT designee is to provide data to HdL for conversion, install the SQL Server database, and install the software in the City's computing environment. HdL Software, LLC M Agreement for HdL Software and Services Date April 22, 2011 City of Arcadia EXHIBIT B SCHEDULE OF SERVICES The default timeline for complete implementation (including "Go Live ") of the software is approximately 45 days from the start of implementation. When the Agreement is signed by all parties, HdL will immediately work with the City to establish a specific implementation schedule. The final timeline may range from 14 to 60 days. However, the City understands that this timeline will be conditional upon meeting the requirements of the implementation schedule. City Project Manager and HdL Project Manager will determine the implementation schedule during the first implementation meeting. HdL Software, LLC *4/ Agreement for HdL Software and Services City of Arcadia n EXHIBIT C COMPENSATION Date Apri122, 2011 $1,500.00 $8,600.00 - List Price for HdL Prime Migration Arcadia Special Beta Site Cost Discount of $7,100.00 Included Includes in -depth best practices review of system configuration. Included Includes integrity check of data and data transformation as needed. Included All standard reports. Included 6 hours. (Unknown) Based on actual costs $1,500.00 1. Prime Migration. The Prime Migration fee covers all efforts involved for installation and configuration of the software, and migration of existing data, reports, and system configuration. This includes a best practices review of system configuration, data integrity check, and six (6) hours of training. 2. Software Use Fee. The software use fee provides for use of the software by the specified number of named users, access to the Help System, all standard forms and reports, and customer support as specified in Exhibit D. The software use fee shall remain on its current schedule, generally the anniversary of the original Business License Software and Services agreement. As part of the HdL Prime migration, HdL will apply a one -time adjustment of 8% to the current software use fee. The software use fee shall additionally be adjusted at the beginning of each anniversary year by an amount not less than two percent (2%) or greater than ten percent (10 %). 3. Travel Expenses. Travel and lodging expenses are billed at cost and apply to all meetings; including process, pre - installation, installation, training, and support. HdL is dedicated to conserving public funds, and ensures any travel costs are indeed required and reasonable. 4. Additional Department (optional). The Additional Department Fee provides for the extra migration work that is required when dealing with multiple departments. 5. Training (optional). The cost for additional training is: • On -site at the City - $250 per hour • Remote support, or at HdL's offices in Southern California - $210 per hour 6. Customizing Services The software is a table- driven system and has been developed to meet almost all of the needs of a City. However, should the need occur, HdL is available to provide custom enhancements to the software on a pre- determined time and material basis. No work shall be performed without prior written approval of the City. 7. Payment Schedule — Compensation for the contract amount shall be as follows: a. Migration Fees. 100% of the migration fees shall be due and payable within 30 days of the effective date of this Agreement. b. Traveling Expenses. Travel and lodging expenses are billed at cost as they are incurred. Travel expenses shall be due and payable within 30 days of the billing date. HdL Software, LLC 5 Agreement for HdL Software and vices Citv of Arcadia M Date April 22, 2011 c. Software Use Fee. The software use fee will continue to be invoiced each year according to its established schedule, and shall be due and payable within 30 days of the invoice date. The HdL Prime adjustment to the use fee is applied on the effective date of this Agreement. 8. Pricing Adjustments All pricing listed in this contract will be honored throughout implementation of the project. Any additional /optional services needed after the "go -live" date will be provided using the pricing currently established at the time the service is requested. HdL Software, LLC 6 cm Agreement for HdL Software and Services City of Arcadia EXHIBIT D CUSTOMER SUPPORT M Date April 22, 2011 1. Customer Support HdL will provide customer support by telephone, email and the web as needed by the City during the term of this Agreement. In the United States, no charge support from HdL Software is available as follows: For customer support between the hours of 8:00 am and 5:00 pm Pacific time, Monday through Friday, email help @hdlcompanies.com or call HdL offices and ask for software application support. For technical support before 8:00 am or after 5:00 pm Pacific time, Monday through Friday (or anytime Saturday), email 911 @hdlcompanies.com and an HdL staff member will be paged. Please only include your name, agency and contact # in emails to 911 @hdlcompanies.com. You will be contacted as soon as possible. Support policy regarding reports HdL provides a number of reports with the installation of the software. These reports are developed using Crystal Reports and fall into one of two categories, standard or HdL custom developed. HdL provides support on standard and HdL custom developed reports, provided that the reports have not been modified by the client or other third party. As part of support, HdL will make minor modifications to reports as needed by the City. This includes change of logo, phone #, address, signatures, and minor text edits. Other report edits and modifications requested by the City are not covered under the Software Use Fee, and will be developed on a time and material basis at the current rate. 3. Software Upgrades Except to the extent that upgrades of the software include new modules or features not previously offered as part of the software as of the date hereof, City is entitled to upgrades of the software within the terms of this Agreement. Though rare, additional costs may apply depending on the extent of the upgrade. Potential additional costs include training, consulting, configuration, or other requested services. 4. Outside Connections to HdL database HdL programs rely on the integrity of the database to operate properly. As such, it is critical that any outside connection to the database be implemented with HdL's full knowledge and participation. • Only "read only" connections will be established to the HdL database. • No modifications will be made to the HdL database, including database /table design and data content. • Any repair work necessary due to violations of the above items will not be covered by the Software Use Fee, and as such will be billable to the client on a time and material basis. The City shall contact HdL for instructions if any added functionality is required, including reading additional data or writing to the HdL database. HdL Software, LLC n Agreement for HdL Software and Services City of Arcadia EXHIBIT E SYSTEM REQUIREMENTS n Date April 22, 2012 The software and database will be installed on the City's network on hardware supplied by the City. Any specifications provided below indicate minimum requirements. It is the City's responsibility to ensure that any hardware used to host the software /database or run the client application meets the specifications dictated by the operating system and any software /services hosted by the hardware. For example, minimum operating system specifications will not be sufficient if the file server is also hosting the City's email system. Application Server Specifications: The application server will host the HdL Prime web service, which serves as the HdL Prime business layer. Supported application server operating systems: The HdL Prime web service uses the Microsoft Windows Server with IIS platform. The following versions are supported: • MS Windows Server 2003 / 2003 R2, with IIS v6.0 or later • MS Windows Server 2008 / 2008 R2, with IIS v7.0 or later Hard Disk Space: The application server should have at least 200 megabytes of space available. Database Server Specifications: The database server will host all application data. The database server should be dedicated to server related functions. Using a client's PC as the database server in a multi -user environment is not supported. Database Platform - HdL Software systems use the Microsoft SQL Server database platform. The following versions are supported: • MS SQL Server 2005 / 2005 Express • MS SQL Server 2008 / 2008 Express • MS SQL Server 2008 R2 / 2008 R2 Express Supported database server operating systems: Any server operating system supported by the selected version of SQL Server is supported as a database server; provided it meets the hardware specifications indicated by both the operating system and the version of SQL Server. Hard Disk Space: The database server should have at least 15 gigabytes of space available to allow for the initial database and growth. Workstation Specifications: The software will be run on the client workstation. An installer (setup.exe) will need to be run on each client workstation prior to running the software. The hardware recommendations below are based on user feedback regarding performance levels. PC CPU Intel Pentium IV or higher rated Memory 1 GB (2 GB highly recommended) Video 1024768, 16 bit color OS MS Windows XP Pro /Vista /7 Network Specifications: The software communicates via web services, and is designed to operate efficiently over the network. High -speed local area network connections are always helpful, but Prime will also run without difficulty over slower WAN connections such as T1 or mobile broadband. Printer Specifications: The software is designed to work with laser printers. A PCL compliant laser printer is recommended. Each make and model of printer has different drivers and therefore has slightly different results when printing. We design forms /reports using HP LaserJet printers. HdL Software, LLC 8 n n Agreement for HdL Software and Services City of Arcadia EXHIBIT F GENERAL TERMS AND CONDITIONS Date April 22, 2011 A. OWNERSHIP OF MATERIALS, CONFIDENTIALITY. 1. Software License. HdL hereby provides a license to the City to use HdL's Software. The software shall only be used by the City. The City shall not sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of said software. The license granted hereunder shall not imply ownership by City of said software, rights of the City to sell said software, or rights to use said software for the benefits of others. This license is not transferable. City shall not create any derivative work or product based on or derived from the Software or documentation, or modify the Software or documentation without the prior written consent of HdL. In the event of a breach of this provision (And without limiting HdL's remedies), said modification, derivative work or product based on the Software or documentation is hereby deemed assigned to HdL. Upon termination, the software license shall expire, all copies of the software shall be removed from the City's computers and network and all digital copies deleted or otherwise destroyed. 2. City Data. HdL acknowledges that the account data generated by the City during the course of City operations is the property of the City. At the termination of this Agreement the City data will be made available to the City in a format acceptable to both the City and HdL. 3. Proprietary Information. As used herein, the term "proprietary information" means any information which relates to HdL's computer or data processing programs; data processing applications, routines, subroutines, techniques or systems; or business processes. City shall hold in confidence and shall not disclose to any other party any HdL proprietary information in connection with this Agreement, or otherwise learned or obtained by the City in connection with this Agreement. The obligations imposed by this Paragraph shall survive any expiration or termination of this Agreement. The terms of this section shall not apply to any information that is public information. B. LICENSE, PERMITS, FEES AND ASSESSMENTS. HdL shall obtain such licenses, permits and approvals (collectively the "Permits ") as may be required by law for the performance of the services required by this Agreement. City shall assist HdL in obtaining such Permits, and City shall absorb all fees, assessments and taxes which are necessary for any Permits required to be issued by City. If City requires payment for such Permits, the associated costs will be included with the next invoice. C. INSURANCE REQUIREMENTS. HdL shall maintain the policies set out below, and in amounts of coverage not less than those indicated herein. Additionally, where required by City, HdL shall name the City as an additional insured and provide a Certificate of Insurance. 1. Worker's Compensation and Employer's Liability. In accordance with applicable law. 2. Comprehensive General Liability. Bodily injury liability in the amount of $1,000,000 for each person in any one accident, and $1,000,000 for injuries sustained by two or more persons in any one accident. Property damage liability in the amount of $1,000,000 for each accident, and $2,000,000 aggregate for each year of the policy period. 3. Comprehensive Automobile Liability. Bodily injury liability coverage of $1,000,000 for each accident. 4. Errors and Omissions. In addition to any other insurance required by this Agreement, HdL shall provide and maintain, during the term of this Agreement, professional liability insurance in the amount of $1,000,000 as evidenced by a Certificate of Insurance. D. TERMINATION. This Agreement may terminate each year by either party upon written notice 90 days prior to the anniversary date of the Agreement. Upon termination, the software license shall expire and (a) City will immediately remove the software from the City's computers and network and destroy or erase all copies of the software and any Proprietary Information and confirm destruction of same by signing and returning to HdL an "Affidavit of Destruction ". Upon City's request, HdL will assist in extracting the City data in a format acceptable to both the City and HdL. E. INDEPENDENT CONTRACTOR. HdL shall perform the services hereunder as an independent contractor. No agent, representative or employee of HdL shall be considered an employee of the City. F. NON - ASSIGNMENT. This Agreement is not assignable either in whole or in part by HdL or the City without the written consent of the other party. G. GOVERNING LAW. The laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and shall also govern the interpretation of this Agreement. H. INDEMNIFICATION. HdL shall indemnify and hold harmless City and its officers, officials and employees from any liability for damage or claims for personal injury, including death, as well as from claims for breach of confidentiality or property damage, including attorney fees, which may arise out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of HdL, its officers, agents and employees under this Agreement. City shall indemnify and hold harmless HdL, its officers, agents and employees, from any liability for damage or claims for personal injury, including death, as well as from claims for breach of confidentiality or property damage which may arise from City's negligent acts, errors or omissions under this Agreement. HdL Software, LLC 9 M Agreement for HdL Software and Services City of Arcadia EXHIBIT G AFFIDAVIT OF DESTRUCTION M Date April 22, 2011 Upon termination of this Agreement the software license shall expire. The City hereby acknowledges and certifies that they are no longer using HdL's software and that all copies of the software and any proprietary information have been removed from the City's computers and network and all digital copies deleted or otherwise destroyed. HdL software system: Version: Authorized signature: Date: Print Name and Title: Title: Mail: HdL Software LLC 1340 Valley Vista Drive, #200 Diamond Bar, CA 91765 Attention: Peggy Fickett Email: Pfickett@hdlcompanies.com Fax: (909) 861 -7726 HdL Software, LLC 10 M C, r 2Y50 0 AMENDMENT TO AGREEMENT FOR BUSINESS LICENSE SERVICES A. Parties and Date This Amendment to that certain Agreement for Business License Services dated this day of June 2008. is entered into by and between II(IL Sof vare, LLC, a California company, herein referred to as I -ldL and the City of Arcadia, a municipal corporation, hereinafter referred to as City, with regard to that certain Agreement for Business License Services, by and between the City and I IdL dated October 20, 1997. B. Recitals 1. fidl, and City entered into that certain Agreement for Business License Services dated October 20, 1997, whereby t-Idl.., agreed to render and install I -IdL's Business License System. 2. HdL and City executed an Amendment dated June 28, 2005 to that certain Agreement for Business License Services dated October 20, 1997, for an additional scope of services whereby HdI, agreed to set up and add fire fees and add one additional user license to the City's existing Business License System. 3. The l4dL Companies also currently provide Code Enforcement, Permit Tracking, Sales Tax and Property Tax services to the City of Arcadia. 4. 1ldL and City now desire to amend the Agreement for an additional scope of services to add one additional user license. C. Terms - Additional Scene of Services 1. ITdL shall add an additional user license to the City's existing business license system. D. Compensation 1. -fine software license fee for this service is $1,000. This amount shall be due and payable within 30 days of the effective date of this Amendment. 2. Annual Maintenance — The City currently pays $3,489.49 annual maintenance for 3 concurrent users. Tine annual maintenance fee for the additional user license shall begin at the next regularly scheduled maintenance date (Vlay 1,22009 -April 30, 2 ,0l0j and shall be $200. The total annual maintenance to be invoiced to the City will be S3,689.49 (plus CP1 increase for 2008) for 4 concurrent users. ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME. THE PARTIES HERETO ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE TERMS OF THIS AMENDMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the date first above written by their respective officers duly authorized in that behalf. CITY OFARCA�DIA HdL SOFTWARE, LLC Date& .June . 2008 Dated: June '` , 2008 Jun 29 06 12:02p **W From: p.2 06126f20G. 40 #307 P,0031003 _ Revenue Management for Local Government - - Hinderliter, de Llamas & Associates HdL Coren & Cone HdL Soft ere, LLC BUSINESS LICENSE, CODE ENFORCEMENT, PERMIT TRACKING AND LAND 1' LA NAGElYfEN T SYSTEMS Agreement for platform cross-grade from MS Access to SQL Server Microsoft's SQL Server is one of the more robust, reliable and fast - performing database platforms available. It also provides higher levels of data integrity and availability. U your City Has a SQL Server platform for other applications, part of the work to perform this cross -grade is already underway. If the City does not have a SQL Server platform, Microsoft has released SQL Server 2005 Express, which comes with an easy -to- install package and also provides all of the data processing enhancements of SQL Server over MS Aoeess. The steps to perform the cross -grade will include the following: Install and configure SQL Server 2005 Express if the City does not have a SQL Server available. Configure users, application login, and the database structure of the HdL system on SQL Server. Our tech support can work with your IT staff via phone during this setup process. • Create ODBC DSNs on the client machines, which will be using the HdL system. • Migrate all of the crystal reports for the City to use the new SQL Server connectivity_ The city will send us a copy of the City's current set of Crystal Reports, which we will modify to connect to SQL Server. • Prepare a time with the City for the data migration; time in which there cannot be edit -usa'e of the HdL system Clerks can use the system to view information during this step, if necessary. The City's IT will upload the MS Access database onto our FTP site, HdL will migrate the data onto the SQL Server platform and send it back in SQL Server format. The City will restore the new database onto the City's SQL Server. • Perform a few functional and diagnostic steps of the HdL system to ensure proper setup and interaction with the SQL Server. Previously, there was a fee of $5,000 (plus 200/a annual maintenance) to run the SQL version of an HdL application. We have waived this tee, and Krill only require a one -time fee of $750 for the Business License, Code Enforcement, Permit Tracking and Land Management systems. This fee covers our efforts to migrate the database(s) and report(s), and includes full support during the entire process. We will be available throughout this process by phone and email, and can walk IT staff through any /all steps. To get started, please sign below to indicate your approval of the work and the associated $750 charge. If you have any questions or concerns, please contact as. C)<'FY .D CALA, Bv: ! f Date: 1 �� 2006 HdL S+L3F- rWAIE, LLC f Date: June -� J 2006 Jun 29 06 12:03p P.3 THE VIOIIRStiCP, A,(,A0AA CA 372451-',7U LIMITED PURCHASE ORDER Administrative Services Department City of 240 West Huntington Drive, Post Office Box 60021, Arcadia, CA 91066-6021 Arcadia Purchasing (626) 574-5429, Accounts Payable (626) 574-5471 No. 47405 This authorizes you to deliver the following described material or merchandise. NOT TO EXCEED $2,5 - 00.00 to the e I�?llq Ljt ry2rvia5 department. SHIP TO: H cA L '�o C f L L r_ Supplier: H J L S n C L L Address: 41 11-2),� Ls fcl Iry i y-e, fe 200 C4 "106) Date 6-26-06 APPROV.,\LS (Of-fice Use) Adminismuive Services Dtrectur INVOICE DESCRIPTION AMOUNT Q (c v) v e , 5 1 ej i fo +ka, ljaf L 5-0 110 S S rat- Recnvcr's Sigrowc Account Mimber Department Head Account Numb., VE 4 Purpose 41 (0'-q - 616 SUBTOTAL TAX SHIPPING TOTAL DISCOUNT NET S S ri 0 0 -750 100-1 wHtTE & YELLOW COPY—Purchasing PINK COPY --Supplier GOLD COPY — Department M AMENDMENT TO AG1ZEEMENT FOR BUSINESS LICENSE SERVICES A. Parties and bate This Amendment to that certain Agreement for Business License Services dated this ec day of 2005, is entered into by and between HdL Software, LLC, a California corporation, herein referred to as HdL and the City of Arcadia, a municipal corporation, hereinafter referred to as City, with regard to that certain Agreement for Business License Services, by and between the City and HdL dated October 20, 1997. B. Recitals 1. lldL and City entered into that certain Agreement for Business License Services dated October 20, 1997, whereby HdL agreed to render and install HdUs Business License System. 2. The HdL Companies also currently provide Code Enforcement, Permit Tracking, Sales Tax and Property Tax services to the City of Arcadia. 3. 11dL and City now desire to amend the Agreement for an additional scope of services to set -up and add fire fees to the City's existing Business License system, add one additional user license, modify /create letters and renewal forth. as stated below and provide training. C. Terms Additional Scope of Services — HdL will provide the following services: 1. turn on the fire fee screen to City's existing Business License System. 2. set -up and build the City's fire fee table. 3. program renewal forms to include the fire fee. 4. create two Ietters and two listing /sununary reports for fire. D. Compensation First Year Costs: One additional user license S 1,200.00 Turn on fire fee screen 3,000.00* Program renewal forms to include fire fee 340.00 M Training (1/2 day @ $1,200 per day) Set -up fee tables (includes GL account number) Fire Inspection Letter — New Business Fire Inspection Letter — Balance Due Summary and Listing reports .for fire Total First Year Fees: ............................... 600.00 no charge no charge no charge no charge Pavnient: 50% of the contract amount shall be due and payable within 30 days of the effective date of this Amendment and 50% within 30 days of the "go -live" final install date. *This fee will be discounted off the purchase price of the Fire Inspection Module if' purchased at a later date. Annual Maintenance Cost (Begins 2nd Year): There is no charge for the first year of maintenance and customer support. The annual maintenance fee shall begin at the second year (which includes software upgrades and support to your staff) and shall be: One Additional User License $ 240.00 Total Annual Maintenance Fee: ............................. S 246.00 The City currently pays annual maintenance for 2 concurrent users in the amount of $3,000. The annual maintenance fee for the one additional user license is $240. The total annual maintenance that will be invoiced to the city will be $3,240 for 3 concurrent users. Adclitional Costs: 1. Travel expenses are billed at actual cost and apply to all process, pre - installation, installation and training meetings (mileage @ 40.5¢ per mile - IRS Reimbursement Rate). 2. Additional training will be billed at $1,200 per day. Travel expenses for additional training will be billed at actual cost. 3. Additional form layout or letters will be billed at 5170.00 per hour for staff layout of forms and $170.00 per hour for programming. cm M ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME. THE PARTIES HERETO ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE TERMS OF THIS AMENDMENT. IN WI'T'NESS WHEREOF, the parties hereto have caused this Amendment to be executed on the date first above written by their respective officers duly authorized in that behalf. CITY OF ARCADIA William R. Kelly, City Manager June Dated: Y' , 2005 APPROVED AS TO FORM: Stephen P. Deitsch City Attorney HdL SOFTWARE, LLC June Dated: MAy , 2005 CONCUR: t v -.id Lugo/rIffp7Chief n AGREEMENT FOR BUSINESS LICENSE. S ERVICES l/cc -y0 C-26 o a This agreement is made and entered into as of the ' day of _. 1907, by and between the CII'Y OF ARCADIA, a municipal corporation, hereinafter referred to as City, and HdL SOF'I'WARE, LLC, a California corporation, hereinafter referred to as HdL. A. BUSINESS LICENSE SOFTWARE. HdL shall provide the City with an easy to operate, menu driven Business License Software System which includes the following capabilities: 1. Maintenance and processing. a. The software will store, print and process all business license records, including annual licenses and those which may be issued on a daily, monthly, quarterly or semi - annual basis. It will process licenses for businesses bussed on any number of City determined factors including, but not limited to, gross receipts, number of employees, coin- operated devices, and number of vehicles. b. The software will allow easy data entry of the information contained in business license applications. Based on business type and rate tables, it will calculate fees and print licenses. It will track unrenewed licenses and print renewal notices at the end of the license period, which contain specific calculation instructions based on business type and rate type. Delinquent notices will be generated, which include the calculation of late fees and penalties. The system will generate a journal entry for entering business license payments into the accounting records. c. The software provides a tracking system to insure that businesses have received the appropriate approvals and permits from various city departments. M M d_ The software contains data fields for the entry of other business related information such as emergency contact mime and address, alarm company or patrol company information, SIC codes, and room or building capacity. e. The system will maintain business license history for active and closed businesses including prior :fees, receipts and business characteristics. The amount of history to be stored will be determined by the City and is dependent on the available free space on the City's computer. f. Users will be able to make inquiry into the data set in a variety of ways, by license number, business name, owner name, address, telephone number, vehicle license number and key word. ?. Audit features. The business license software has the ability to cross check against other data sets available through HdL, such as sales tax and property tax and telephone directories. HdL intends to add other data sets such as membership directories of state organizations. This will assist the City in detecting unlicensed businesses and /or incorrectly licensed businesses. These additional features will be added as developed at no additional cost. 3. Reports • A variety of reports are available, in Standard format and on an ad hoc basis, including, but not limited to, reports by business name, address, or type, mailing labels and the mandated reports to the Franchise Tax Hoard on magnetic media. The system will also permit the export /import of data for use on laptop computers by field inspectors. The software will allow the generation of a variety of management reports, for example by geographic area, SIC code and /or amount. of business license revenue paid. 4. Security. The system allows for user defined levels of security and confidentiality through the use of passwords. Aoreement for Business Licenses Services gage 4 2 M n 5. Ongoing software upgrades are provided as part of the annual maintenance fee. B. MANAGEMENT SUPPORT HdL is available to assist the City in evaluating current policies and procedures to enhance the audit, collection and enforcement of the City's business license taxes. Examples may include the redesign of forms and /or reports, and strategies for improving communication with the business community as well as other City departments that are involved in the business license process. C. CONVERSION AND IMPLEMENTATION 1. HdL will convert the City's existing business license data to HdL program files. HdL will build the tables for the City (rate tables, business type tables, SIC code tables, etc.) (If rates or business types change in the future, or new ones are created, the tables are maintainable by the City.) The City agrees to provide current business license data information in machine readable format. if this is not possible, there may be an additional charge for manually converting the data. The work will be done on a time and material basis in consultation with the City. 2. The new data set created during this process will be verified and audited for inconsistencies between existing data and the rate tables and business type tables using HdUs computerized systems. Audit exceptions will be provided to the City for follow up. 3. The new data set and software will be installed on the City's designated standalone computer or computer network. If the City uses HdL sales and property tax programs, these programs will be integrated with the business license system. 4. Training will be provided for the business license staff at the time of installation. A four hour trainin47 session is anticipated. Trained HdL staff will be available for any Agreement for Business Licenses Services P,,ige # 3 n E5 follow up needed either by telephone or in person as part of our ongoing maintenance and support. 5. User manuals will be provided. C. Timeline for implementation of the business license software system is approximately four (4) months from the date of approval of the contract. D. HARDWARE REQUIREMENTS The business license software will be installed on hardware supplied by the City. The Hdi, business license software is a Windows application requiring Microsoft Windows 3.1 or higher. 1. A PC compatible 486DX2 or Pentium system is required, with 8 MB of memory and a VGA monitor. The amount of free space required on the hard drive is dependent on the number of licenses and the extent of the history maintained, but will range typically from 35MB to 50MB. 2. In a network environment, the server must be a dedicated server. The software will operate with all currently existing network software. 3. The software is designed to work with a laser printer. An HP4 or HP5 or comparable is recommended. E. ACCEPTANCE OF THE SOFTWARE The scheduled date of acceptance of the software by the City is when all data has been converted, all tables have been built, and licenses, renewals and reports can be generated. The acceptance date will become the anniversary date of the Agreement. Agreement for Business licenses Services Page # 4 *40V M F. SO1~ TWARE MAINTENANCE AND CUSTOMER SUPPORT H�dL will provide ongoing software upgrades and updated data from HdL's proprietary data setts and cross- directories to assist the City in its audit work_ HdL's standard maintenance and customer support includes telephone support as needed by the City and up to twelve hours of onsite support annually. The first year maintenance and support is provided at no cost. 'There is an annual maintenance fee beginning the second year. See Paragraph I "Compensation" for the fee schedule. G. CUSTOMI7_ATION The business license software is a "table driven" system and has been developed to sleet almost all of the needs of a City with regard to the management, processing and reporting of business licenses. However, should the need occur, HdI, is available to provide custom enhancements oft a time and material basis. No work shall be performed by HdL without the prior approval of the City. See Paragraph I "Compensation" for the fee; schedule. H. SOFTWARE LICENSE 1. License. HdL hereby provides a license to the City to use HdL's Business License Software. The software shall only be used by the City. The City shrill not sublet, duplicate, or modify said software. The software shall be returned to HdL at the time the license expires, which is the last day of the last year for which the annual maintenance fee has been paid by the City to HdI... The license granted hereunder shall not imply ownership by City of said software, rights of the City to sell said software, or rights to use said software for the benefits of others. This license is not transferable. 2. City data HdL acknowledL *es that the business license data is the property of the City. At the termination of this Agreement, the business license data will be available to the City in machine readable format. Agreement for B usiness Licenses Services Page # 5 1. n 3. Proprietary information. As used herein, the term "proprietary information" means any information which relates to HdUs computer or data processing programs; data processing applications, routines, subroutines, techniques or systems, or business processes. City shall hold in confidence and shall not disclose to any other party any HdL proprietary information in connection with this Agreement or otherwise learned or obtained by the City in connection with this Agreement_ The obligations imposed by this Paragraph shall survive any expiration or termination of this Agreement. The terms of this section shall not apply to any information which is public information. COMPENSATION Software license fee. The one time software license fee shall be $10,000 which is based on 5,500 business licenses _issued annually. Our first year fee is based on the number of licenses due primarily to the amount of conversion work required. 50 %n of this amount shall be due and payable within thirty days of the effective date of this Agreement and the remaining 50% within thirty days of the date of acceptance of the software by the City as set forth in Paragraph E. 1. Annual maintenance and customer support. fee. There is no charge for the first year maintenance and customer support. The annual maintenance fee shall begin at the second year (which includes software upgrades and support to your staff) and shall be as follows: Standalone: $ 2,000 for 1 user Network: S 2,000 for the I st user Plus 1,000 each additional user Maximum of $10,000 This maintenance fee is based on the number of users (defined as those who have access to the system to acid, edit or print). There is no charge for those who have inquiry rights only. Agreement for Business Licenses Services Page #P 6 *ftw `00 The fee will be increased each year in an amount equal to the increase in tlie rnost recently published Consumer Price TrtdeX for the Surrounding statistical metropolitan area, all urban consumers. The maintenance fee will be invoiced each year by HdL and shall be due and payable within thirty days of the elate of the invoice. The year will begin one year from the acceptance date of the software as described in Paragraph E. 3. Customizine services. The business license software is a "table driven" system and has been developed to meet almost all of the needs of a City with regard to the management, processing and reporting of business licenses. However, should the need occur, HdL is available to provide custom enhancements to the business license software on a pre - determined time and materials basis, No work shrill be perforated without prior written approval of the City. Fees for these services are as follows: Principal $ 135 per hour Principal programmer 135 per hour Associate 85 per hour Associate programmer 85 per hour Secretariall.Adrninistrative 35 per hour 4. SB 90 reimbursement. Certain costs associated with the Business License Software may be eligible for reimbursement under the provisions of SB 90. HdL, will assist the City and/or its consultant in preparation of the SB 90 claim. It should be noted that this particular mandate is the subject of debate as part of the state budget process. The outcome is uncertain. Aurecment for Business Licenses Services Noe # K. TERMINATION This Agreerrrent may terminate each year upon written notice thirty clays (30) days prior to the anniversary date of the Agreement as set forth in Paragraph E. Upon termination, the software license shall expire and the software shall be returned to HdL. L. INDEPENDENT CONTRACTOR HdL shall perform the services hereunder as an independent contractor. No agent, representative or employee of HdL shall be considered as an employee of the City. M. NON - ASSIGNMENT This Agreement is not assignable either in whole or in part by HdL or the City without the written consent of the other party. N. GOVERNING LAW The laws of the State of California shall govern the rights, obligations. duties and liabilities of the parties to this Agreement and shad also govern the interpretation of this Agreement. O. INDEvINIFICATION IIdL shall defend, indemnify and hold harmless City and its officers, officials and employees from any liability for damage or claims for personal injury, including death, as well as from claims for breach of confidentiality or property damage, including attorney fees, which may arise out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of HdL, its officers, agents and employees under this Agreement. City shall defend, indemnify and hold harmless HdL, its officers, agents and employees, frorn any liability for damage or claims for personal injury, including death, as well as From claims for breach of confidentiality or property damage which may arise from City's sole negligence under this Agreement. entent for Business Licenses Services Pa °e # 8 M P. NOTICE n All notices required by this Agreement shall be given to the City and to H(IL in writing, by personal delivery or first class mail postage prepaid, addressed as follows: City CITY OF ARCADIA 240 West Huntington Drive Arcadia, CA 91066 HdL HdL SOFTWARE, LLC 1340 Valley Vista Drive, Suite 200 Diamond Bar, California 91765 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf. City Clerk APPROVED AS TO FORM: City Attorney CITY: CITY OF ARCADIA ta-�Iwh HdL: HdL SOFTWARE, LLC Azreement for Business Licenses Services Page # 9