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HomeMy WebLinkAboutAmendment to Agreement for Business License Services 6.30.13Agreement for HdL Softwore ond Services City of 9on Luis Obispo, CA lune 10, 2013 AMENDMENT TO AGREEMENT FOR BUSINESS LICENSE SERVICES This Amendment to Agreement for Business License Services is made and entered into as of the 30 day of J.l.te-20L3 ("Agreement Date"), by and between the City of San Luis Obispo, a municipal corporation, hereinafter 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 Services dated April L3, 2006 ("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. 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. 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 1 Agreement for HdL Softwore and Services City of Son Luis Obispo, CA lune 10, 2073 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 Luis Obispo Wayne Padilla, Finance Director/City Treasurer 990 Palm Street San Luis Obispo, CA 93401 HdL HdL SOFTWARE, LLC L340 Valley Vista Drive, Suite 200 Diamond Bar, California 91765 10. FULL FORCE AND EIFECT Except as modified pursuant to this amendment, all other terms and conditions of the Original Agreement shall remain in fullforce and effect' 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 HdL SOFTW LLC r> - Name Robert Gray, Pre siden Software, LLC Title Dated Dated AP t!ame / City Attorney ÊflrfFSr: Ci\.\ Ae-þva \^- HdL Softwore, LLC 2 Agreement for HdL Software ond Services City of Son Luis Obispo, CA June 1.0, 2013 3 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 m¡grate 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 transformationsinordertoimprovetheintegrityofthemigrateddata. HdLmayalsorecommendthatcertain 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. lmplementation a. HdL'sresponsibilities 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, 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 installthe 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 maintainingthe software. 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 verify data migration, report migration, 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, installthe SQL Server database, and install the software in the City's computing environment. 3HdL Softwore, LLC Agreement for HdL Softwore and Services City of San Luis Obispo, CA June 10, 2073 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 1.4 to 60 days. However, the City understands that this timeline will be conditional upon meeting the requirements of the implementation schedule. A sample implementation schedule is shown below. Day Date Assigned Event Completed Hd L/Client Contract sisned & received bv HdL HdL Provide client lT w¡th FTP account information Hd L/Client Set date to besin imolementation schedule, Hd L/Client Receive Client forms, ordinances, fee resolutions, business rules / conÇÊ info cily staff & lT etc Client lT UDload client data and loso to FTP server HdV Client 1* Process Meeting/Optional 1 HdL / client HdL lT & Client lT do instal I HdL Data conversion progra mr!}]â91 HdL Report develoo¡nent HdL HdL Acc Ms[build thbl(:t;;;,Ë, HdL 4iorrls sent 1o client\fo a oörovb l/,/t ) HdL HdL &I Q6nt \ /,wit redits /HdVe\ent) I Árlv nebded lforrtr bhansr á HdL l l A*. uck*l "rqr[.".-ir r-"-n 'v'l¡th lon HdL\/t-conve\si{n ¿ltelto Ç nsta I lation \dLlcl¡ont I /-.nt with edited forms l-ldL/cfientl /nversion and final forms duri install train HILU / I HdL make final conversion adjustments and form edits clientlT/Client send znd dataset for final conversion Èút-HdL Acc Msr test final conversion for install HdL / Client HdL & Client lT install final dataset HdL / Client HdL at clìent to assist/train HdL 9oÍtware, LLC 4 Agreement for HdL Software ønd Services City of Son Luis Obispo, CA lune 10, 201i EXHIBIT C COMPENSATION 5 11,600.oo I ncl u ded I ncl u ded I nclu ded I nclu ded 5470.70 (U nknown) lncludes in-depth best practices review of system configu ratio n. lncludes integritv check of data and data transformation as needed, All standard reports. 6 hours 8% increase to existing use fee - prorated until next renewal date Based on actual costs S 12,070.70 2,500.00 250.00 1,500,00 210.00 Per Department Per Hour Per user license - 5400 Software Use Fee Per hour 1, Prime Migration. The Prime Migration fee covers all efforts involved for installation and configuration of the software, and migration of existlng data, reports, and system configuration. This includes a best practices review ofsystem configuration, data integrity check, and six (6) hours oftraining. 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 orig¡nal 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%l or greater than ten percent (70%1. 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 - 5250 per hour i Remote support, or at HdL's offices in Southern California - 5210 per hour 6. CustomizingServices 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, 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. 5HdL Softwore, LLC Agreement for HdL Software and Services City of San Luis Obispo, CA lune 10, 2013 c. Annual 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. 6HdL Software, LLC Agreement for HdL Softwore and Services City of San Luis Obispo, CA June 10, 2013 2 EXHIBIT D CUSTOMER SUPPORT 1, Customer Support HdL will provide customer support by telephone, email and the web as needed by the City during the term of thisAgreement. lntheUnitedStates,nochargesupportfromHdLSoftwareisavailableasfollows: 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 9L1@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. 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. 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. s 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. 3 4 7HdL Software, LLC Agreement for HdL Softwore ond Services Cíty of 9an Luis Obispo, CA June 10, 2013 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. Applicotíon Server Specificotions: The application server will host the HdL Prime web service, which serves as the HdL Prime business layer. Supported applicotion server operatinq svstems: The HdL Prime web service uses the Microsoft Windows Server with llS platform, The following versions are supported: e MS Windows Server 2003 I 2OO3 R2, with llS v6.0 or later ü MS Windows Server 2008 I 2008 R2, with l15 v7,0 or later Hard Disk Spqce: The application server should have at least 200 megabytes of space available. Dotobase Server Specificatíons: 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 su p ported. Dotabøse Plotform - HdL Software systems use the Microsoft SQL Server database platform. The following versions are supported: I MS SQL Server 2OO5 / 2005 Express . MS SQL Server 2OO8 / 2008 Express r MS SQL Server 2008 R2 / 2008 R2 Express Supported database server operatinq svstems: 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 Spoce: The database server should have at least 15 gigabytes of space available to allow for the initial database and growth. Workstqtion Specifícotions: 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 Memory Video OS lntel Pentium lV or higher rated 1 GB (2 GB hiehly recommended) LQ24x768,16 bit color MS Windows )Q Pro/Vista/7 Network Specifícotions.' 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 Specíficotions; 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 Software and Services City of San Luis Obispo, CA June 10, 2013 EXHIBIT F GENERAL TERMS AND CONDIÍIONS 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. ln the event of a breach of thls 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 C¡ty's computers and network and all digital copies deleted or otherwise destroyed. 2. 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 "proprietary information" means any information which relates to HdL's computer or data processìng programs; data processing applications, routlnes, 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") 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. 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 City, 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, and S1,000,O0Ofor injuries sustained bytwo or more persons in any one accident. Property damage liability in the amount of S1,000,000 for each accident, and S2,000,000 aggregate for each year of the policy period. 3. ComprehensiveAutomobileLiabilitv. Bodilyinjuryliabilitycoverageof$1,000,000foreachaccident. 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 City's computers and network and destroy or erase all copies of the software and any Proprietary lnformation and confirm destruction of same by signing and returning to HdL an "Affidavit of Destruction". Upon City's request, HdL will assist ¡n 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 pedormance 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 líab¡lity 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 C¡ty's negligent acts, errors or omissions under this Agreement. 9HdL Software, LLC Agreement for HdL Software qnd Services City of San Luis Obispo, CA June 10, 201i 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. HdL software system Authorized signature Mail: Version Print Name and Title: Title: HdL Software LLC 1340 Valley Vista Drive, #200 Diamond Bar, CA 91765 Attention: Marta Bonnin mbonnÌn G) hd lcompan ies.com Fax: (909) 867-7726 HdL Softwore, LLC 10