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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
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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
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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
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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
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Agreement for HdL Software and Services
City of Arcadia
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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
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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
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Agreement for HdL Software and Services
City of Arcadia
EXHIBIT D
CUSTOMER SUPPORT
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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
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Agreement for HdL Software and Services
City of Arcadia
EXHIBIT E
SYSTEM REQUIREMENTS
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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
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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
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Agreement for HdL Software and Services
City of Arcadia
EXHIBIT G
AFFIDAVIT OF DESTRUCTION
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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
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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:
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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,
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Date: 1 �� 2006
HdL S+L3F- rWAIE, LLC
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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
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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
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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.
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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
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AGREEMENT FOR BUSINESS LICENSE. S ERVICES
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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.
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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
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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
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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
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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.
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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
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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
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P. NOTICE
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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