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HomeMy WebLinkAboutC-2677Agreement for Business License Web Renewal Module City of Arcadia, CA October 24, 2011 AGREEMENT FOR PRIME BUSINESS LICENSE WEB RENEWAL AND NEW APPLICATION MODULES This agreement is made and entered into as of the Lyft day of hk&tfl bf-�2011, by and between the City of Arcadia, a municipal corporation, hereinafter referred to as City, and HdL Software, LLC, a California company, hereinafter referred to as HdL Prime Web Module WHEREAS, City desires to expand its business license operations to support online renewals and new applications; and WHEREAS, HdL possesses a proprietary web renewal and new application module for the business license software, HdL Prime Web Module, that will assist the City to process business licenses online. THEREFORE, it is agreed by City and HdL as follows: A. SCOPE OF SERVICES 1. Management Information HdL Prime Web Module will enhance the City's customer service; allowing taxpayers to view data contained in their business license accounts, edit data specified by the City, calculate fees for renewal and submit credit card payment for the fees due. City staff will be able to process online renewals more efficiently than renewals by mail. Staff will review and accept web renewals, and automatically update the business license account with just a few mouse clicks. 2. Discussion of the Task a. HdL's responsibilities HdL will provide the necessary instruction and assistance for the HdL Prime Web Module HdL will perform the initial configuration of the web renewal module using default values and recommended settings. HdL will work closely with the City's project manager to review the configuration, and will provide assistance to implement any needed configuration changes. HdL will provide the current version of the business license application and the business license web renewal module, and any needed updates while the City remains a client for the web renewal module. HdL will work closely with the City's designated IT contact to install software updates and complete all other IT related implementation steps. HdL Software LLC 1 Agreement for Business License Web Renewal Module City of Arcadia, CA October 24, 2011 HdL will provide remote training for the business license staff prior to "go live ". The web module project manager will be trained on how to configure the web module during short, ad -hoc sessions that will occur throughout the implementation. As the "go live" date approaches, a half hour training session will be provided to demonstrate how to review and accept pending web renewals. After "go live" HdL staff is available to answer any questions as part of our standard support. b. City's responsibilities The City will designate a staff member currently involved in the functions of the business license division/department to work with HdL staff throughout the implementation process. This individual will be the City's project manager during this implementation. The project manager will be instrumental in configuring the business license web renewal module, including: • Determining which businesses will be eligible for online renewal, using these criteria: • Rate type • Business status o License status • Determining the text used for email communications to customers • Determining the text/instruction used for portions of the web renewal website • Determining which fees will be charged through the web renewal module, what description and direction for the fee will be provided to customers, and whether the fee will be required, assigned, or simply available. • Testing the web renewal module configuration to ensure proper behavior according to business rules and City ordinances • Establishing and maintaining a merchant bank account and payment gateway account, and provide the needed payment gateway account information to HdL in order to integrate the payment gateway with the web renewal module (must be completed prior to start of implementation) • Testing the payment gateway integration to ensure payment processing is fully functional The City will designate an IT staff member to work with HdL staff throughout the implementation process. This designated IT contact will: • Install business license application and web renewal module application updates as needed • Provide a copy of City's business license database to HdL • Provision a Microsoft Windows server with (must be completed prior to start of implementation): o IIS 5.0 or later • NET 2.0 framework • SSL certificate • Ability to connect directly to the business license SQL database using standard SQL Server ports • Able to be accessed by external networks using a public IP address • Create and configure a new website within IIS to serve the web renewal module HA Software LLC 2 Agreement for Business License Web Renewal Module City of Arcadia, CA October 24, 2011 • Provide link on City's website to the new web renewal module • Provide proper promotion on the City's website, highlighting the new web renewal website • Work with HdL to create the top and bottom .html files, which are used to recreate the "look & feel" of the City's website on the web renewal website. Payment Gateway Provider It is the City's responsibility to select and establish an account with a provider for merchant account and payment gateway services. The City is responsible for all setup, monthly, transaction, and any other fees required by the selected provider. HdL has selected authorize.net as the preferred provider for payment gateway and merchant account services. The authorize.net solution has proven to be reliable, full featured and cost effective for our clients. If the City wishes to select a different payment gateway, there will be a development cost of $5,000410,000 to establish the link. If requested by the City, HdL will assess the proposed payment gateway solution and provide an estimate of the development costs. 3. Network and Hardware Requirements Supported database platforms: • MS SQL Server 2000 • MS SQL Server 2005 / 2005 Express • MS SQL Server 2008 / 2008 Express The web renewal module will be installed on the City's network on hardware supplied by the City. The web module is an ASP NET 2.0 application requiring Microsoft IIS and the NET 2.0 framework. Network Requirements: In order to process renewals the IIS web server must have the ability to read and write to the business license SQL database. Network Server Specifications: Hard Disk Space 1 gigabyte Operating System Windows 2000/2003/2008 Server The server must also meet the required specifications for any other services /applications that are being hosted. 4. Warranty and Maintenance Support HdL will provide customer support by telephone, email and the web as needed by the City. Except to the extent that upgrades of the Technology include new modules or features not previously offered as part of the Technology as of the date hereof, City is entitled to maintenance upgrades of the Technology within the cost of this Agreement. Support services are available to the City during the first year warranty period and during any maintenance year for which the annual use fee has been paid. In the United States, no charge support from HdL Software is available as follows: HdL Software LLC 3 Agreement for Business License Web Renewal Module City of Arcadia, CA October 24, 2011 For technical 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 on Saturday or Sunday), email 911@hdicompanies.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. B. TIMELINE Once HdL receives the Agreement signed by all parties, the City will be contacted within one (1) week to review implementation requirements and schedule the start of the implementation. The timeline for implementation (including "go live ") of the Web Renewal module depends on the payment gateway selected and the availability of City staff. If a supported payment gateway is chosen and City is able to dedicate staff time to the project, the timeline is as short as three (3) weeks from the start of implementation. If a non - supported gateway is chosen, the payment gateway link will be developed first. This process can take from one to five weeks. When development of the payment gateway link is completed, the standard implementation will be scheduled with the City. C. COMPENSATION Use Fee Includes: Unlimited telephone /email support and updates to the Web Renewal Module. The annual use fee shall be adjusted at the beginning of each anniversary year following the first year of service. The adjustment shall equal the increase in the most recently published annual Consumer Price Index (as published by the Bureau of Labor Statistics) for the surrounding statistical metropolitan area, all urban consumers. Each use fee adjustment shall not be less than zero percent (0 %) or greater than six percent (6 %). Payment Schedule — Compensation for contract amount shall be due and payable as follows: a. Software License, Implementation and Configuration Fees. 50% of the software license fee shall be due and payable within 30 days of the effective date of this Agreement. The remaining 50% is due within 75 days of the effective date of this Agreement, or within 30 days of full delivery of all project deliverables, whichever is earlier. HdL Software LLC 4 Agreement for Business License Web Renewal Module City of Arcadia, CA October 24, 2011 b. Other Expenses. All other expenses, including travel, are billed as they are incurred. 100% of such expenses shall be due and payable within 30 days of the billing date. Use Fee — The annual use fee begins at 2nd year on the anniversary of "go live" date and shall be renewed on the anniversary of the "go live" date. The first invoice for the Web Renewal Module use fee may be prorated to align the billing with the annual maintenance for the HdL Business License software unless requested by the City to remain on its own billing cycle. D. 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. HdL shall hold harmless the City, its officers and employees from any and all liability for personal injuries, property damage, cost of litigation, legal expenses, or any other claim or action arising out of the performance or non - performance of the service required to be performed by HdL. E. SOFTWARE LICENSE 1. License. HdL hereby provides a license to the City to use HdL's Business License Web Renewal Module. The software shall be used only by the City. The City shall 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 City has paid the annual use fee to HdL. 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. Cily 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 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 HA Software LLC 5 Agreement for Business License Web Renewal Module City of Arcadia, CA October 24, 2011 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. F. 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 annual maintenance invoice. G. WARRANTY Commencing upon the City's final acceptance of HdL's Web Renewal Module, HdL warrants: (1) the complete system, including, but not limited to, all software components and software support for one year; and (2) against defective materials and workmanship for each year that the Web Renewal Module is covered by the use fee. H. TERMINATION This Agreement may terminate each year by either party upon written notice 30 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, upon HdL's request, confirm destruction of same by signing and returning to HdL an "affidavit of destruction" acceptable to HdL and (b) upon City's request, HdL will assist in extracting the City data in a format acceptable to both the City and HdL. I. 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. J. 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. K. 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. L. 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. HdL Software LLC 6 Agreement for Business License Web Renewal Module City of Arcadia, CA October 24, 2011 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. M. 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 Silva Vergel Business License Officer 240 "W" Huntington Dr. Arcadia, California 91006 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 OF ARCADIA Donald Penman, City Manager Dated: ( a I L3 , 2011 if APPROVED AS TO FORM: Stephen P. Deitsch City Attorney HA Software LLC HdL SOFTWARE, LLC: Robert Gray, Pre ent Dated: , 2011 CONCUR: 12.8- // epart nt Head Date