HomeMy WebLinkAboutC-23711160-qb
CITY OF ARCADIA e. 2 311
PROFESSIONAL SERVICES AGREEMENT FOR
Permit Tracking Web Browser
1. PARTIES AND DATE.
This Agreement is made and entered into this -.2L/ of Jul, 2008 by and between
the City of Arcadia, a charter city organized under the Constitution and laws of the State of
California with its principal place of business at 240 West Huntington Drive, Arcadia, California
91066 -6021 ( "City ") and HdL Software, LLC, with its principal place of business at 1340 Valley
Vista Drive, Diamond Bar, California 91765 -3910 ( "Consultant "). City and Consultant are
sometimes individually referred to as "Party" and collectively as "Parties"
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing Permit Tracking Web
Browser services to public clients, is licensed in the State of California, and is familiar with the
plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the Permit Tracking Web
Browser Project ( "Project') as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3. 1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional Permit Tracking Web Browser
Software consulting services necessary for the Project ( "Services "). The Services are more
particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All
Services shall be subject to, and performed in accordance with, this Agreement, the exhibits
attached hereto and incorporated herein by reference, and all applicable local, state and federal
laws, rules and regulations.
3.1.2 Term. This Agreement shall become effective upon execution by all
parties and shall remain in effect until terminated by either party upon written notice 30 days
prior to the anniversary date of the Agreement. Upon termination, the software license shall
expire and the software shall be returned to HdL.
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3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other
amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Consultant shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Consultant's conformance
with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon
request of City, Consultant shall provide a more detailed schedule of anticipated performance to
meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel of
at least equal competence upon prior written approval of City. In the event that City and
Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate
this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the
Services in a manner acceptable to the City, or who are determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Project by the
Consultant at the request of the City. The key personnel for performance of this Agreement are
as follows: Catherine Ford, Becky Pike and Mike Putnam.
3.2.5 City's Representative. The City hereby designates Jason Kruckeberg,
Development Services Director, or his or her designee, to act as its representative for the
performance of this Agreement ( "City's Representative "). City's Representative shall have the
power to act on behalf of the City for all purposes under this Contract. Consultant shall not
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accept direction or orders from any person other than the City's Representative or his or her
designee.
3.2.6 Consultant's Representative. Consultant hereby designates Robert Gray,
President, or his or her designee, to act as its representative for the performance of this
Agreement ( "Consultant's Representative "). Consultant's Representative shall have full
authority to represent and act on behalf of the Consultant for all purposes under this Agreement.
The Consultant's Representative shall supervise and direct the Services, using his best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and other
staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Finally, Consultant represents that it, its employees
and subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, and that
such licenses and approvals shall be maintained throughout the term of this Agreement. As
provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its
own cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with the
standard of care provided for herein. Any employee of the Consultant or its sub - consultants who
is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely
completion of the Project, a threat to the safety of persons or property, or any employee who fails
or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed
from the Project by the Consultant and shall not be re- employed to perform any of the Services
or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and
in compliance with all local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, including all Cal /OSHA requirements, and shall
give all notices required by law. Consultant shall be liable for all violations of such laws and
regulations in connection with Services. If the Consultant performs any work knowing it to be
contrary to such laws, rules and regulations and without giving written notice to the City,
Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
indemnify and hold City, its officials, directors, officers, employees and agents free and
harmless, pursuant to the indemnification provisions of this Agreement, from any claim or
liability arising out of any failure or alleged failure to comply with such laws, rules or
regulations.
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3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence
Work under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the City that the subcontractor has secured all insurance required under this section; provided,
however, that in lieu thereof, the Consultant may provide evidence to the City that all
subcontractors are additional insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Consultant, its agents, representatives, employees, subcontractors and
volunteers. Consultant shall also name and obtain insurer's consent to naming City, its directors,
officials, officers, employees, agents and volunteers as an additional insured with proof of
certificate of insurance that they are an additional insured. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be when
commercially available (occurrence based) at least as broad as the latest version of the following:
(1) General Liability: Insurance Services Office Commercial General Liability coverage for
premises and operations, contractual liability, personal injury, bodily injury, independent
contractors, broadform property damage, explosion, collapse, and underground, products and
completed operations; (2) Automobile Liability: Insurance Services Office Business Auto
coverage for any auto owned, leased, hired, and borrowed by Consultant or for which
Consultant is responsible; and (3) Workers' Compensation and Employer's Liability: Workers'
Compensation insurance as required by the State of California and Employer's Liability
Insurance.
The City, its directors, officials, officers, employees, agents and volunteers shall be listed
as additional insured. Any deductibles or self - insured retentions must be declared to and
approved by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage, with an aggregate limit of $1,000,000. If
Commercial General Liability Insurance or other form with general aggregate limit is used,
either the general aggregate limit shall apply separately to this Agreement/location or the general
aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000
combined single limit per accident for bodily injury and property damage; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor
Code of the State of California. Employer's Liability limits of $1,000,000 per accident for
bodily injury or disease.
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3.2.10.3 Professional Liabilitv. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three (3) years
following completion of the Project, errors and omissions liability insurance appropriate to their
profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall
be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liabilitv. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees and volunteers
shall be covered as additional insured with respect to liability arising out of Services operations
and for completed operations performed by or on behalf of the Consultant, including materials,
parts or equipment furnished in connection with such work; and (2) the insurance coverage shall
be primary insurance as respects the City, its directors, officials, officers, employees and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its
directors, officials, officers, employees and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(B) Automobile Liabilitv. The automobile liability policy shall
be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be
primary insurance as respects the City, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liabilitv
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or canceled except
after thirty (30) days prior written notice by certified mail, return receipt requested of
cancellation, of intended non - renewal or endorsement reduction in limit or scope of coverage;
provided, however, that in the event of cancellation due solely to non - payment of premium, ten
(10) days notice of cancellation for non - payment of premium may instead be given to the City.;
and (B) any failure to comply with reporting or other provisions of the policies, including
breaches of warranties, shall not affect coverage provided to the City, its directors, officials,
officers, employees, agents and volunteers.
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3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self - insured retentions must be declared to and approved by the City. Consultant
shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate
such deductibles or self - insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, admitted or approved to do
business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and endorsements
effecting coverage required by this Agreement on forms satisfactory to the City. The certificates
and endorsements for each insurance policy shall be signed by a person authorized by that
insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested.
Copies of all certificates and endorsements must be received and approved by the City before
work commences. The City reserves the right to require complete, certified copies of all
required insurance policies, at any time.
3.2.10.9 Safety. Consultant shall execute and maintain its work so
as to avoid injury or damage to any person or property. In carrying out its Services, the
Consultant shall at all times be in compliance with all applicable local, state and federal laws,
rules and regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in accident
prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall
protection ladders, bridges, gang planks, confined space procedures, trenching and shoring,
equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully
required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a
material element of this Agreement and failure to maintain or renew coverage or to provide
evidence of renewal may be treated by the City as a material breach of the Agreement.
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3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services rendered
under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein
by reference. The total compensation shall not exceed FOUR THOUSAND SIX HUNDRED
FIFTY AND NO /100 DOLLARS ($4,650.00) without written approval of the City Manager.
Extra Work may be authorized, as described below, and if authorized, will be compensated at the
rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided since the
initial commencement date, or since the start of the subsequent billing periods, as appropriate,
through the date of the statement. City shall, within thirty (30) days of receiving such statement,
review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but which
the parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without prior written
authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. Consultant shall allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of such records and any
other documents created pursuant to this Agreement. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least thirty (30) days before the effective date of such termination. Upon termination,
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Consultant shall be compensated only for those services which have been adequately rendered to
City, and Consultant shall be entitled to no further compensation. Consultant may not terminate
this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or unfinished Documents and Data
and other information of any kind prepared by Consultant in connection with the performance of
Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant:
City:
HdL Software, LLC
1340 Valley Vista Drive, Suite 200
Diamond Bar, CA 91765
Attn: Robert Gray, President
City of Arcadia
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Jason Kruckeberg, Development Services Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight
(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at
its applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data: [Intentionally Omitted]
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
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become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free
and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in any
manner arising out of or incident to any alleged acts, omissions or willful misconduct of
Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or
in connection with the performance of the Services, the Project or this Agreement, including
without limitation the payment of all consequential damages and attorney's fees and other related
costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are
subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required
by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the Consultant. Consultant shall defend with Legal
Counsel of City's choosing, at Consultant's own cost, expense and risk, any and all such
aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted
against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall
pay and satisfy any judgment, award or decree that may be rendered against City or its directors,
officials, officers, employees, agents or volunteers, in any such suit, action or other legal
proceeding arising from Consultant's performance of the Services, the Project or this Agreement;
except to the extent that liability is caused by any negligence or willful misconduct by the City or
its directors, officials, officers, employees, agents or volunteers. Consultant shall reimburse City
and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal
expenses and costs incurred by each of them in connection therewith or in enforcing the
indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials, officers, employees,
agents or volunteers and shall take effect immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth above,
shall include the duty to defend as established by Section 2778 of the California Civil Code, and
the duty to defend shall arise upon the making of any claim or demand against the City, its
respective officials, officers, agents, employees and representatives, notwithstanding that no
adjudication of the underlying facts has occurred, and whether or not Consultant has been named
in the claim or lawsuit.
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3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the
Parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by
both Parties.
3.5.7 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.9 City's Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.12 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
3.5.13 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
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3.5.16 Invalidity: Severabilitv. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.17 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, City shall have the right to rescind this Agreement without liability.
For the term of this Agreement, no member, officer or employee of City, during the term of his
or her service with City, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
3.5.18 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex, sexual orientation or age. Such non - discrimination shall include, but not be limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Consultant shall also comply with all relevant provisions of
City's Minority Business Enterprise program, Affirmative Action Plan or other related programs
or guidelines currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self -
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.21 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
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3.6 Subcontracting.
3.6.1 Prior Approval Required
the work required by this Agreement, except
approval of City. Subcontracts, if any, shall
provisions stipulated in this Agreement.
CITY OF ARCADIA
M
.yon�e�Tc�wr+�u -_
Donald Penman
City Manager
Dated: J7,., e 1v 12008
TTEST: L�s
City Clerkff
APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
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. Consultant shall not subcontract any portion of
as expressly stated herein, without prior written
contain a provision making them subject to all
HDL SOFTWARE, LLC
By: P � 5& //
Robert Gray
President (�
Dated: O 2008
12
CONCUR:
Jason Kruckeberg
Development Services Director
C�
1. Implementation
EXHIBIT "A"
SCOPE OF SERVICES
.1
HdL will provide onsite installation of the Permit Tracking Web Browser Module.
Trained HdL staff will be available for any follow -up needed as part of our ongoing
maintenance and support.
2. Maintenance Support
HdL will provide ongoing software upgrades and customer support by telephone, email and
the web as needed by the City.
Support services are available to the City during the first year warranty period and during any
maintenance year for which the annual maintenance fees have been paid. In the United
States, no charge support from HdL Software is available as follows:
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 Saturday), email 911 @hdlcompanies.com and an HdL
staff member will be paged. Please only include your name, agency and contact # in emails
to 91160d1companies.com. You will be contacted as soon as possible.
3. Software License
a. License. HdL hereby provides a license to the City to use HdL's Permit Tracking Web
Browser. 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 maintenance 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.
b. City Data. HdL acknowledges that the business license data is the property of the City.
At the termination of this Agreement, the permit tracking web browser data will be
available to the City in a standard database format.
c. 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.
4. Warran
Commencing upon the City's final acceptance of HdL's Permit Tracking Web Browser, HdL
warrants: (1) the complete system, including, but not limited to, all software components and
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software support for one year; and (2) against defective materials and workmanship for each
year that the Web Browser is covered by maintenance.
5. System Requirements
The web browser module will be installed on the City's network on hardware supplied by the
City. The web module is an ASP application requiring Microsoft IIS. Supported database
platforms: MS SQL Server 2000, MS SQL Server 2005, MS SQL Server 2005 Express
(Internet installations only)
Network Requirements: The IIS web server must have the ability to read from the permits
SQL database.
Network Server Specifications: Hard Disk Space -100 gigabyte; Operating System -
Windows 2000/2003 Server. The server must also meet the required specifications for any
other services /applications that are being hosted.
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Exhibit "B"
SCHEDULE OF SERVICES
Timeline
The default timeline for implementation is one week. Once HdL receives the Agreement signed
by all parties, the City will be contacted within one week to review implementation requirements
and schedule the start of implementation.
Acceptance of the Software
Acceptance of the software occurs when the City uses the software for any live processing. This
date is considered the acceptance date and "go- live" date, and will become the anniversary date
of the Agreement.
MM
Exhibit "C"
COMPENSATION
1'.`.Year Warranty Period No Charge;
Im 'Annual Maintenance $ 930.00.
Maintenance Fee Includes: There is no charge for the first year following the "go live"
date for maintenance and customer support. The annual maintenance and customer
support fee shall begin on July 1 of each year to align with the City's fiscal year budgets.
The maintenance and customer support fee is to be pro -rated from the "go live" date
through June 30, 2009 and be renewed each fiscal year thereafter.
The annual maintenance fee shall be adjusted at the beginning of each fiscal year,
beginning July 1 and ending June 30 of each fiscal year. The adjustment shall be for the
same amount published in the Consumer Price Index (as published by the Bureau of
Labor Statistics, April to April of each year) for the surrounding statistical Los Angeles
metropolitan area.
Invoicine - The first invoice for the maintenance fee will be pro -rated from the
anniversary of the "go live" date through June 30, 2009 and each fiscal year thereafter
beginning July 1 and ending June 30.
Payment Schedule — Compensation for contract amount shall be due and payable as
follows:
e 100% of contract amount within 30 days of project completion.
e The total amount of compensation for this Agreement shall not exceed $4,650.00.
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