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HomeMy WebLinkAboutContracts & Agreements_106-2019Agreement for HdI Services City of Redlands, Ca June 18, 2019 AGREEMENT FOR BUSINESS LICENSE SERVICES This Agreement for Business License Services ("Agreement") is made and entered into this 18th day of June, 2019 (the "Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and HdI Software LLC, a California company ("HdI") City and Hdl are sometimes individually referred to herein as a "Party" and, together, as the "Parties " 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 has the programs, equipment and personnel required to deliver the services referenced herein, Now, therefore, in consideration of the mutual promises contained herein, City and HdI agree as follows 1 SCOPE OF SERVICES Specific services to be performed by HdI are as described in Exhibit "A" Includes scope, schedule, support, and system requirements 2 COMPENSATION City agrees to compensate Hdl for services under this Agreement as described in Exhibit "B " 3 TERM OF AGREEMENT The term of this Agreement shall commence on its Effective Date and shall terminate on June 30, 2024, unless earlier terminated by City or Hdl as per the process of termination found in Exhibit "C " 4 GENERAL TERMS AND CONDITIONS The General Terms and Conditions for this Agreement are as described in Exhibit "C" 5 NOTICE Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section City HDL City of Redlands 35 Cajon Street Redlands, CA 92373 Hdl SOFTWARE, LLC 120 S State College Blvd , Suite 200 Brea, CA 92821 Hdl Software, LLC 1 1 1Clients\CASRedlands\Sales\Agreements%Draft42019 0516 Redlands HDL BL Admin Agreement Frnal Review docx Agreement for Hdl Services City of Redlands, Ca June 18, 2019 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 REDLANDS HDL Paul W Foster, Mayor Attest Donaldson, City Clerk By. Robert Gray, Pres t Hdl Software, LLC 2 1 \ClientslCA\Redlandsj5ales\Agreements\Drafts12019 0516 Redlands HDL BL Admin Agreement Final Review docx Agreement for Hdl Services City of Redlands, Ca June 18, 2019 EXHIBIT A - SCOPE OF SERVICE 1 Business Tax Administration Services 1 1 Tax Registration Database Management — Hdl will transfer City's existing databases as they relate to business license into Hdl's internal administration tools Hdl will maintain the data and provide copies of data or reports at City's request City will not be required to use or maintain any software in house for managing the business license registry 1 2 Renewal Processing — Send active business license accounts a renewal notice within 30 days of the renewal period end date Accounts will receive all applicable forms necessary to complete the renewal process 1.3 New Account Processing — Hdl will process any new business license applications and complete the new account registration process in a timely fashion 1 4 Payment Posting/Processing — Hdl will process all payments for new and renewal accounts License accounts will be updated with payment information and revenues will be remitted to City net banking and related processing fees on no less than a monthly basis 1 5 Business Support Center — Hdl will provide businesses with multiple support options for registering, renewing, making payments and for general inquiries Businesses will have access to our license specialists Monday through Friday, 8 00am to 5 OOpm Pacific, via phone, mail, e- mail, fax, and the Business Support Center On -Line 1 6. On -Line Filing & Payment Processing — Hdl will make available options for businesses to visit a website, linked to City's website, to submit online transactions 2 Local Tax Compliance Services — Hdl will ensure a level playing field for the business community and maximize revenues to City Discovery services will be conducted to identify and register businesses which are subject to licensure or taxation Audit services will identify under reported tax liability for business and lodging providers Collections Services will collect known debt from businesses that did not pay in full during the registration or renewal process The scope of work to be performed will be mutually agreed upon by Hdl and City prior to implementation 2 1 Discovery— Discovery services are designed to identify entities subject to licensure/taxation that are not currently registered or otherwise non-compliant 2 1 1 Lead Identification — Develop a list of entities subject to licensure/taxation within the City 2 1 2 Exception Resolution —Compare the list to City registration databases to remove properly registered businesses and identify and remove other potential exceptions 2 13 Compliance Communication Process — Initiate contact with confirmed entities through a series of City approved communication methods Hdl will make every effort to simplify the process for taxpayers, utilizing a variety of mediums for communication including mail, telephone, email, and web -site access Potential non-compliant entities are notified of their options to comply or dispute their non-compliant status Hdl offers extended office hours for support via our Business Support Center available to taxpayers 8 OOam — 5 00pm Monday - Friday 2 1 4 Document Submission / Processing — Review Taxpayer submissions such as applications for completion and accuracy prior to processing Collect additional documentation such as a home occupation permit and forward to other City departments either as a pre -requisite or as a courtesy for the taxpayer and other departments All submissions are filed and stored electronically and made available to the City upon request 2 1 5 Invoicing -- Once application has been approved, invoice entity indicating detailed tax calculations and balances owed Taxpayers are given the opportunity to pay their balances Hdl Software, LW 3 1 }Clients\CASRedlands♦Sales\Agreements\DrafCs\20190516RedlandsHDLBL Admin Agreement Final Review docx Agreement for Hdl Services Gty of Redlands, Ca June 18, 2019 via mail, online, and other methods Hdl will provide Taxpayers continued access to the Business Support Center for any questions or disputes arising from the invoice process 2 1 6 Remittance — Upon collection of all requirements including payment, application and other prerequisites, Hdl will prepare a remittance package including payment documentation as well as copies of all taxpayer correspondence and relevant information Remittances are done on no less than a monthly basis Remittances packages done electronically via the Hdl electronic remittance process will include Applications and other relevant information an electronic format Revenues received are deposited into an Hdl trust account and funds are distributed monthly to the City in one payment net Hdl's fees 2 2 Audit — Audit services are designed to identify businesses that are registered but not properly reporting or paying the correct amounts Services to be performed may include 2 2 1 Identify potential underreporting and/or misclassified businesses by comparing City records with Hdl business inventories 2.2 2. Review/audit entities mutually agreed to by City and Hdl that are identified as potential underreporting businesses or other entities requiring review 2 2 3 Submit audit summaries to City staff and meet with staff to review and discuss further actions 2 2 4 Educate businesses on proper reporting practices 2 2 5 Invoice and collect identified deficiencies 2 3 City's responsibilities 2 3 1 Data — City will provide its relevant business databases, such as the business license registry (registrations and payments), and any other information necessary for the compliance process or to facilitate Hdl's invoicing of services, to Hdl according to a schedule acceptable to both Hdl and the City City agrees to provide the data as long as this Agreement is active, and thereafter for so long as Hdl's right to invoice for services rendered continues 2 3 2 City agrees to use reasonable and diligent efforts to collect, or to assist Hdl in the collection of, deficiencies identified by Hdl pursuant to this Agreement Hdl Software, LLC 4 1 iClrentslCA\Redlands\SalestAgreements\Drafts�2019 0515 Redlands HDL BL Admin Agreement Fina! Review docx Agreement for Hdl Services City of Redlands, Ca June 18, 2019 EXHIBIT B - COMPENSATION 1 Business Tax Administration Services 1 1 Compensation - Hdl's compensation for performing Administration Services related to business license is a fee of $14 00 per new registration or processed account City will be invoiced monthly or quarterly for activity during the prior period For the purpose of compensation calculation, processed account means any account for which renewals/returns are processed or which were sent a renewal notice 1 2 CPI Adjustment — The CPI adjustment for year two (2) and year three (3) of this agreement shall be set at 3% per year Beginning year four (4) and beyond, the fees for Administration Services shall be adjusted at the beginning of each calendar year by the change in the Consumer Price Index — West Urban (CPI-WU) as reported by the Bureau of Labor Statistics Each annual adjustment will not be less than two percent (2%) or greater than ten percent (10%) 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 2 Local Tax Compliance Services 2 1 Discovery — Hdl's fee for performing discovery services shall be a contingency fee of 35% of the revenues received as a result of the service This fee applies to monies received for the current tax/license period and any other prior period collected, including monies received for taxes, penalties, interest, and fees 2 1 1 City Discovery Discount — Hdl's fee for following up on accounts that are identified and confirmed as non compliant by the City shall be a contingency fee of 25% of the revenues received as a result of the service This fee also applies to delinquent business license tax accounts referred by the City as failing to make payment or properly renew an existing license 2 2 Audit — Hdl's fee for performing Audit services shall be a contingency fee of 35% of the revenues received as a result of the service This fee applies to monies received for the current tax/license period and any other prior period collected, including monies received for taxes, penalties, interest, and fees 2 3 Collection — Hdl's fee for performing collections services shall be a contingency fee of 25% of the revenues received as a result of the service This fee applies to monies received for the current tax/license period and any other prior period collected, including monies received for taxes, penalties, interest, and fees 2 4 Option to waive tax recovery — City may, at its discretion, elect to waive or reduce the tax recovery for a business Should the City elect to waive all or a portion of the deficiency identified by Hdl, Hdl shall be entitled to compensation in the amount of one half (1/2) of the compensation Hdl would have otherwise earned on the waived/reduced amount Deficiencies which are uncollectable due to insolvency or dissolution of the customer, or for deficiencies which are otherwise incapable of collection (e g statute of limitations or other legal defense) shall not be considered a voluntary election to waive by the City, and thus Hdl would not be entitled to compensation for these amounts 2 5 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 3 Payment Hdl will provide detailed invoices for all work completed City will submit payment to Hdl within 30 days of receiving the invoice Hdl Software, LLC 5 J lClientslCA1Redlands\SaleslAgreementskDrafts12019 0516 Redlands HDL BL Admin Agreement Final Review docx Agreement for Hd! Services City of Redlands, Ca June 18, 2019 EXHIBIT C GENERALTERMS AND CONDITIONS A OWNERSHIP OF MATERIALS, CONFIDENTIALITY a Software License. If access to any Hdl software systems are provided to City as part of this Agreement, Hdl hereby provides a license to the City to use HdI's software while the associated service is in effect through this Agreement The software shall only be used by City 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 City to sell said software, or rights to use said software for the benefits of others This license is not transferable City shall not create any derivative work or product based on or derived from the Software or documentation or modify the Software or documentation without the prior written consent of Hdl In the event of a breach of this provision (And without limiting Hdl's remedies), said modification, derivative work or product based on the Software or documentation is hereby deemed assigned to Hdl Upon termination, the software license shall expire, all copies of the software shall be removed from the City's computers and network and all digital copies deleted or otherwise destroyed b Agency Data Hdl acknowledges that the data provided by the City ("Agency Data") during the course of this Agreement is the property of the City City authorizes Hdl to access, import, process and generate reports from the Agency Data with its various proprietary systems No confidential or otherwise sensitive information will be released If appropriate, at the termination of this Agreement the Agency Data will be made available to the City in a format acceptable to both the City and Hdl c Consultant Proprietary Information As used herein, the term "proprietary information" means any information which relates to Consultant's software systems, audit processes or related services, techniques, or general business processes City shall hold in confidence and shall not disclose to any other party any Consultant proprietary information in connection with this Agreement, or otherwise learned or obtained from the Consultant 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 OPTIONAL SERVICES Optional services beyond the scope of this Agreement are available at HdI's hourly rates in effect at the time service is requested Hdl will provide City a Statement of Work specifying the scope, timeline, and cost for the requested service Depending on the personnel assigned to perform the work, Hdl's standard hourly rates range between $75 and $275 per hour C MISCELLANEOUS EXPENSES Hdl will notify the City of any miscellaneous expenses and request authorization to proceed Hdl will not be reimbursed for any miscellaneous expenses unless authorized by the City Miscellaneous expenses may include travel, lodging and meal expenses, and other expenses which are above and beyond the ordinary expenses associated with performance of this Agreement D PRICING ADJUSTMENTS All pricing listed in this Agreement will be honored during initial implementation of the services Any additional/optional services needed after services are active will be provided using the pricing currently established at the time the service is requested E 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, Hdl Software, LLC 6 1 1Clrents�CA}RedlandsVSales\Agreements1DraftsS2019 0516 Redlands HDL BL Admin Agreement Final Review docx Agreement for Nd! Services City of Redlands, Ca June 18, 2019 assessments and taxes which are necessary for any Permits required to be issued by City If City requires payment for such Permits, the associated costs will be included with the next invoice F 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 a Worker's Compensation and Employer's Liability - In accordance with applicable law b 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 c Comprehensive Automobile Liability - Bodily injury liability coverage of $1,000,000 for each accident d 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 G TERMINATION This Agreement, or individual services provided by this Agreement, may be terminated as follows a Software — Software services may be terminated by either party upon written notice at least 30 days prior to the end of the established annual billing cycle Software services are provided on an annual basis No credit will be provided for any unused portion of the annual term Upon termination, the software license shall expire and (a) City will immediately remove the software from computers, servers and network, and destroy or erase all copies of the software and any Proprietary Information and confirm destruction of same by signing and returning to Hdl an "Affidavit of Destruction" acceptable to HdI, and (b) upon City's request, Hdl will assist in extracting the City data in a format acceptable to both the City and Hdl b Services - City may discontinue a service by sending a letter of intent to Hd1 at least 30 days prior to desired last date of service H 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 I 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 J 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 K INDEMNIFICATION Hdl shall defend, indemnify, and hold harmless City and its elected officials, 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 HdI, 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 Hd1 Software, LLC 7 i jClientslCAjRedlandsSSales\Agreements\Drafts\2019 0516 Redlands HDL BL Admin Agreement Final Review docx