Loading...
HomeMy WebLinkAboutAmendment for Business License Web Renewal Module Software Services 6.30.13Agreement for HdL Softwore and Services City of San Luis Obispo, CA June 26, 201i AGREEMENT FOR BUSINESS LICENSE WEB RENEWAL MODULE SOFTWARE SERVICES This agreement is made and entered into as of the 3\ Oay otJune 20L3, by and between the City of San Luis Obispo, CA, a municipal corporation, hereinafter referred to as City, and HdL Software, LLC, a California company, hereinafter referred to as HdL. WHEREAS, City desires to enforce its business license ordinance to ensure that all persons and organizations doing business within the City are licensed; and WHEREAS, HdL possesses proprietary business license software that will assist the City to process business licenses and identify unlicensed businesses; 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, SCHEDUTE 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. 5. 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. GENERAT 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 1 Agreement for HdL Softwore and Services Cíty of Son Luis Obispo, CA lune 26, 2013 9. NOTTCE 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 City of San Luis Obispo Wayne Padil la, Finance Director/City Treasu rer 990 Palm Street San Luis Obispo, CA 93401 HdL HdL SOFTWARE, LLC L340 Valley Vista Drive, Suite 200 Diamond Bar, California 91765 lN 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 LUIS PO, CA Hdt SoFTWARE, ILC fu-By 77u /2 Na me Title C Robert Gray, Suly President Hd LLC ETL b7oß lñ- Na ,',"' {ktt*hu- âouc{uu t,'t- City Clerk ù¿ùu\C Cli.rLlL City Attorney FORM HdL Softwore, LLC 2 Agreement for HdL Softwore and Services City of Søn Luis Obispo, CA June 26, 2013 EXHIBIT A SCOPE OF SERVICES 1. City Management Support HdL will assist the City in evaluating current policies and procedures in order to enhance operational efficiency. This may include suggestions to redesign forms/reports, alter existing text, or implement new processes or adopt new strategies for improving communication with the business community and other City departments. 2. lmplementation a. HdL'sresponsibilities Project manager - HdL will provide a project manager (PM) to guide the software impiementation 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 conversion, provide user training, and generally shepherd the City through the software implementation process. lT support - HdL will provide a dedicated lT staff member to provide lT 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. The size and participants of each training session will be determined by the HdL PM and the City's designated project manager. b. Citv'sresponsibilities 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 review and approve reports, establish business rules, and configure all aspects of the software. lT support - The City will designate an lT 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 lT designee is to provide data to HdL for conversion (if required), install the SQL Server database, and install the software in the City's computing environment. 3HdL Softwqre, LLC Agreement for HdL Softwore ond Services City of 9on Luis Obispo, CA June 26, 201i EXHIBIT B SCHEDULE OF SERVICES The default timeline for complete implementation (including "Go Live") of the Web Renewal software is approximately 30 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 14to60days. However,theCityunderstandsthatthistimelinewill beconditional uponmeetingtherequirements of the implementation schedule, A sample implementation schedule is shown below. Day Date Assigned Event completed Hd L/client contract signed & received bv HdL HdL Provide client lT with FTP account informat¡on Hd L/Client Set date to besin implementation schedule Hd L/client Recelve Client forms, ordinances, fee resolutions, business rules / info staff & lT etc Client lT Upload client data and logo to FTP server HdL/ Client 1" Process Meeting/Optional HdL / Client HdL lT & Client lT do install setu HdL Data conversion programr!}jåíl -1 HdL Reooft develoome+t Á HdL HdL Acc ;:Ë;;Ë;;agel l/- HdL f-orn\s sent lo clientlfo aoôrovb l/r -/l HdL HdL &7 r5 nt r wil ¡ edits /HdUefient J Árlv nebdedlforrtr bhanet sl I á HdL f'Ã-.tMcG;ËilÄ"..'v'l¡th lorr Hdr \lfconveYsidn ddta\to c Client with edited forms on and finalforms d install tra¡n H HdL make final conversion adjustments and form edits Client lT Client send 2"d dataset for final conversion Èdt-HdL Acc Mgr test final conversion for install HdL / Client HdL & Client lT install final dataset HdL / cl¡ent HdL at client to assist/tra¡n HdL Softwqre, LLC 4 Agreement for HdL Softwore and Services City of Son Luis Obispo, CA June 26, 2073 EXHIBIT C COMPENSATION lncludes in-depth best practices review of system configuration. 6 hours. Based on actual costs Su,soo,oo 17,500.00 0.00 I ncluded No cost to city if Authorize.net or FIS Global are used, I ncluded lUnknown) 2,550,00 TBD 2,500.00 3,fi{t#^*t 250.00 1,500.00 210.00 Plus Annual Maintenance Fee For the 1't HdL software application ? e{ {*tewn g i#.tçitu&riç lrfi?r4\:ç{'ft4r\* {hr*e Per Hour Per user license - 5400 annual ma¡ntenance Per hour Note: **Link for Payment Processor: HdL has selected Authorize.net and FIS Global as the preferred provider for payment gateway and merchant account services, The Authorize,net and FIS Global solutions have proven to be reliable, full featured and cost effective for our clients. lf the City wishes to select a different payment gateway, there will be a development cost of approximately S5,OOO to establish the link, lf requested by the City, HdL will assess the gateway solution and provide an estimate of the development costs. 1. Software license Fee. The license fee includes the use of the software by the specified number of named users, software user manual in digital format, and all standard forms and reports, 2, Software Use Fee. The software use fee shall begin on the anniversary of the scheduled "go-live" date as determined by the established implementation schedule. The software use fee shall be adjusted at the beginning of each anniversary year following the first year of service. Each software use fee adjustment shall not be less than two percent (2%l or greater than ten percent (10%). 3. lmplementation, The implementation fee covers all efforts involved for installation and conf¡guration of the software. This includes one session of pre-installation and process evaluation, one session of "go live" training, installation support, design and programming of standard forms and reports, and configuration of the software. 4. Travel Expenses. Travel and lodging expenses are billed at cost and apply to all meetings; including process, pre-installation, installation, training, and support, 5. Parcel Data. The land management module allows tracking of parcel data, There are four ways to populate the land management parcel data. a, lf the City is a client for HdL property tax services, the parcel data will be provided at no cost. b. lf the City is not a client for HdL property tax services, the parcel data may be purchased from HdL. 5HdL Softwore, LLC 8 Agreement for HdL Software and Services City of 9on Luis Obispo, CA June 26, 2013 c. lf the City wishes to use any other parcel data set, and is able to provide the data in a format approved by HdL, the parcel data may be imported using standard functionality provided in Land Management, There is no cost. d. lf the City wishes to use any other parcel data set, and is unable to provide the data in a format approved by HdL, a re-useable utility can be developed to convert the parcel data into the proper format. The development of this utility will be billed on a time and material basis, Once the source data has been reviewed, a statement of work will be provided including a cost estimate. 6. Data Conversion (optional). The cost is 53,400. Data conversion includes converting account, contact, and balance due information and up to 30 hours of effort, Most conversions are completed within this time frame. lf data conversion exceeds 3O hours, the City agrees to pay the programmer hourly rate for each additional hour. lfdetailedfeehistoryisdesired,thecostforconversionwill increasebyaminimumof52,000. 7. Additional Rate Category (optional). To establish additional rates (business improvement districts, fire, health, etc.) with separate fee tables, the cost is 53,000 per category if it uses the same renewal cycle as the standard rate. lf it follows a different renewal cycle, then the new rate category must be treated as a separate license record for each business. Finance / Cashiering System lntegration (optional). This enables the financial data export module, The cost is S2,500. 9. Training (optional), The cost for additional training is: ¿ On-site at the City - S1,200 per day / 5900 per % day n Off-site at the HdL Companies - $L70 per hour " Via the web or phone - S1.20 per hour 10. 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- determinedtimeandmaterial basis. Noworkshall beperformedwithoutpriorwrittenapproval oftheCity. L1. Payment Schedule - Compensation for the contract amount shall be as follows: a. Software License Fee and Use Fee. 60% of the software license fee and applicable 1't year use fees shall be due and payable within 30 days of the effective date of the Agreement; 30% shall be due and payable within 60 days of the effective date of the Agreement; and the remaining 10% shall be due and payable within 30 days ofthe Acceptance date (the date system is used for live processing), b. lmplementation Fees. LOO% of the implementation fees shall be due and payable within 30 days of the effective date of the Agreement. c. 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. d. Annual Software Use Fee. The software use fee will be invoiced each year on the anniversary of the scheduled "go-live" date as determined by the established implementation schedule, and shall be due and payable within 30 days of the invoice date. 12. PricingAdjustments 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. 6HdL Software, LLC Agreement for HdL Software ond Services City of Son Luis Obíspo, CA June 26, 2013 EXHIBIT D MAINTENANCE AND SUPPORT L, Customer Support HdL will provide customer support by telephone, email and the web as needed by the City during the term of this Agreement. ln 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. 2. 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 clientorotherthird party. As part of support, HdLwill make minor modificationsto reports as needed bythe 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 cost 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. è b ë 7HdL Softwore, LLC Agreement for HdL Softwore and Services City of Son Luis Obispo, CA June 26, 201.3 EXHIBIT E SYSTEM REQUIREMENTS 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. lt 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. Web Server Specilicotíons: The web server will host the public accessible website. , MS Windows Server 2003, 2003 R2, 2008, 2008 R2 " llS v6.0 or later r .NET Framework 4.0 ' 1 gigabyte disk space * SSL certificate NetworkspecÍficotions; The software communicates via web services and is designed to operate efficiently over the network. High-speed local area network connections will provide the best system response, but Prime will also run over slower WAN connections such as T1 or mobile broadband. Printer Specificatìons; 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. IHdL Softwore, LLC Agreement for HdL Softwore and Services City of Son Luis Obispo, CA June 26, 2013 EXHIBIT F GENERAL TERMS AND CONDITIONS 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 documentat¡on, or modify the Software or documentation without the prior written consent of HdL. ln the event of a breach of this provision (And without limiting HdL's remedres), 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. z. Citv 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. Proprietarv lnformation. As used herein, the term "propr¡etary 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. Except as disclosure may be required by law, 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") asmayberequiredbylawfortheperfoîmanceoftheservicesrequiredbythisAgreement, Cityshall assistHdL 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. lf 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 Cíty, HdL shall name the City as an additional insured and provide a Certificate of lnsurance. L. Worker's Compensation and Emplover's Liabilitv. ln accordance with applicable law. 2. Comprehensive General Liabilitv, Bodily injury liability in the amount of S1,000,000 for each person in any one accident,andSl.,O0O,0O0forinjuriessusta¡nedbytwoormorepersonsinanyoneaccident. Propertydamageliability in the amount of S1,000,000 for each accident, and S2,000,000 aggregate for each year of the policy period. 3. Comprehensive Automobile Liabilitv, Bodily injury liability coverage of S1,000,000 for each accident. 4. Errors and Omissions. ln 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 S1,000,000 as evidenced by a Certificate of lnsurance. D. TERMINATION. This Agreement may terminate each year by either party upon written notice 90 days prior to the end of the established annual billing cycle. Upon termination, the software license shall expire and (a) City will immediately remove the software from the C¡ty's computers and network and destroy or erase all copies of the software and any Proprietary lnformation 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. 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 ofthis 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. 9HdL Softwore, LLC Agreement for HdL Softwore qnd Services City of San Luis Obispo, CA June 26, 2013 EXHIBIT G AFFIDAVIT OF DESTRUCTION 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. Authorized signatu re Print Name and Title: Title: Mail Email Fax: HdL Software LLC 1340 Valley Vista Drive, #200 Diamond Bar, CA 91765 Attention: George Bonnin mþon ni n @ hç11æn pa n ies.E<¡m (909) 86r-7726 HdL Softwore, LLC 1.0