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Agreement for HdL Services
City of Redlands, CA September 10,2015
AGREEMENT FOR BUSINESS LICENSE SOFTWARE AND SERVICES
This Agreement is made and entered into as of the'aa,"�day of 2015 (the "Agreement
Date"), by and between the CITY OF REDLANDS, 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 has the programs, equipment and personnel required to deliver the services referenced
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. 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 be for two years commencing on the Agreement Date and shall
continue each year thereafter until June 30, 2017. At the City's sole discretion,the Agreement may
be extended for additional one year terms. The process for termination can be found in Exhibit C.
4. GENERAL TERMS AND CONDITIONS
The General Terms and Conditions for this Agreement are as described in Exhibit C.
S. NOTICE
All notices required by this Agreement shall be given to the City and to HDL in writing, by personal
delivery or first class mail postage prepaid, addressed as follows:
City City of Redlands
35 Cajon Street
Redlands,CA 92373
HDL HdL SOFTWARE, LLC
1340 Valley Vista Drive,Suite 200
Diamond Bar, California 91765
HdL Software, LLC 1
Agreement for HdL Services
City of Redlands, CA September 10,2015
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.
CIT;e4: M
OFtIN HDL �j
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By: By: �
Na1 cmc N-�rye z. Robert Gray
Title: President, HdL So are LLC
APPROVED AS TO FORM:
I
City Attorney
ATTEST:
City Clerk
HdL Software, LLC 2
Agreement for HdL Services
City of Redlands,CA September 10, 2015
EXHIBIT A-SCOPE OF SERVICE
1. Prime Software System—Migration from"Classic" HdL Business License Software System
1.1. 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, implement
new processes,or adopt new strategies for improving communication with the business community and
other City departments.
1.2. Data Conversion-HdL will convert the City's existing data. City will provide a current backup of the existing
Microsoft Access or Microsoft SQL Server HdL database. This data will be required a minimum of two times
during the conversion process.
1.3. Implementation
1.3.1.HdL's responsibilities
1.3.1.1.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
conversion, provide user training, and generally shepherd the City through the software
implementation process.
1.3.1.2.IT support - HdL will provide a dedicated IT staff member to provide 1T 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.
1.3.1.3.Training - HdL will provide software training as defined in the agreed upon software
implementation schedule. This generally consists of two separate training sessions. The size
and participants of each training session will be determined by the HdL PM and the City's
designated project manager.
1.3.1.4.User manual-HdL will provide access to a digital copy of the software user manual. The City
may use the manual as needed for internal use by City staff. The user manual contains
proprietary and confidential information, and as such is bound by the confidentiality portion
of this agreement. The user manual may not in any circumstances be distributed to any 3"
party or any individual that is not a current City staff member responsible for using or
maintaining the software.
1.3.2.City's responsibilities
1.3.2.1.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 conversion, review and approve reports, establish business rules, and
configure all aspects of the software.
1.3.2.2.IT support-The City will designate an IT 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 IT 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.
1.3.3.Schedule—The default timeline for complete implementation(including"Go Live")of the software is
approximately 60 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.
HA Software, LLC 3
Agreement for HdL Services
City of Redlands, CA September 10,2015
1.4. Payment Gateway- For online payment functionality HdL's solutions include built in payment gateway
services,supporting both credit card and eCheck transactions.if a different payment gateway is required,
there will be a$5,000 development cost to establish the custom payment gateway integration.
I.S. Maintenance and Support
1.5.1.Customer Support-HdL will provide customer support by telephone,email and the web during the
term of this Agreement. In the United States,no charge support is available as follows: For customer
support between the hours of 8:00 am and 5:00 pm Pacific time, Monday through Friday, email
support@hdlcompanies.com or call the HdL offices at(909) 861-4335 and ask for software 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@hdicompanies.com. You will be
contacted as soon as possible.
1.5.2. 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 both 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 may not be covered under the Software Use Fee, and will be
developed on a time and material basis at the current rate.
1.5.3.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 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.
1.5.4.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.
1.6. 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. It 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.
1.6.1.Application Server Specifications: The application server will host the HdL Prime web service,which
serves as the HdL Prime business layer. The HdL Prime web service uses the Microsoft Windows
Server with IIS platform. The following versions are supported:MS Windows Server 2003/2003 R2,
with IIS v6.0 or later, MS Windows Server 2008/2008 R2,with IIS v7.0 or later, MS Windows Server
2012/2012 R2,with IIS v8.0 or later. The application server should have at least 200 megabytes of
space available.
1.6.2. Database Server Specifications: 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 supported. HdL Software systems use the Microsoft SQL Server
database platform. The following versions are supported: MS SQL Server 2008/2008 Express, MS
SQL Server 2008 R2 / 2008 R2 Express, MS SQL Server 2012/ 2012 Express, MS SQL Server 2014/
2012 Express. 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. The database server should have at least 15
gigabytes of space available to allow for the initial database and growth.
HdL Software, LLC 4
Agreement for HdL Services
City of Redlands,CA September 10,2015
1.6.3.Workstation Specifications: The software will be run on the client workstation. HdL Prime is deployed
to the workstation via a click once installer. The Crystal Reports and.NET 4.x runtimes will also need
to be installed on the workstation. The following hardware recommendations are based on user
feedback regarding performance levels:4+GB Memory, 1280x1024 screen resolution, MS Windows
XP Pro/Vista/7/8/10 operating system.
1.6.4. Network Specifications: 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 Ti or mobile broadband.
1.6.5. Printer Specifications: 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.
2. Payment Processing Services
2.1. Payment Processing- HdL shall provide its Services to support payments remitted to City. HdL shall
transmit transactions for authorization and settlement through HdL's certified payment processor.
Funds for transactions processed by HdL hereunder shall be submitted to City's designated bank account
as follows:(i)no more than two(2)business banking days after all Transactions(other than electronic
Check Transactions)that are successfully processed prior to 5:00 p.m. ET on each business banking day
(e.g., a Transaction authorized at 2:00 p.m. ET on Monday will be submitted on Wednesday;a
Transaction successfully processed at 8:00 p.m.ET on Monday will be submitted on Thursday);and(ii) no
more than five(5)business banking days for all electronic Check Transactions that are successfully
processed prior to 5:00 p.m. ET on each business banking day. HdL makes no representation or warranty
as to when funds will be made available by Client's bank.
2.2. Support-HdL shall provide City with payment processing related customer service as needed. City shall
timely report any problems encountered with the service. HdL shall promptly respond to each report
problem based on its severity,the impact on City's operations and the effect on the service. HdL shall
either resolve the problem or provide City with the information needed to enable the City to resolve it.
2.3. Transaction Errors-HdL's sole responsibility for any Transaction error or reversed Transaction is to
determine whether the result indicates a problem with HdUs service and,if necessary,reprocess and
resubmit the Transaction without additional charge. In the event that a Transaction is reversed or
refunded to any Customer of City,for any reason, HdL may offset such amount against funds remitted to
City,or invoice City for such amount, at HdL's discretion. City shall pay any such invoice within 30 days of
receipt.
2.4. Electronic Check Authorization-If City elects to accept electronic Checks as a form of payment,the
following subsections apply. For the purpose of this section, "checks" means checks drawn on accounts
held in the U.S.("Check(s)").
2.4.1. As part of the implementation plan,City shall select risk management controls governing Check
acceptance and assumes sole responsibility for the choice of controls.
2.4.2. HdL shall provide confirmation on a submitted ABA number as part of the Service to assist Client
with the decision whether to accept a Check and shall route accepted Checks.
2.4.3. City hereby authorizes HdL to debit the City's financial insititution account in the amount of any
returned item that is received by HdL.
2.5. City Responsibilities
2.5.1.As a condition to its receipt of the Service,City shall execute and deliver any and all applications,
agreements,certifications or other documents required by Networks or other third parties whose
consent or approval is necessary for the processing of Transactions."Network" is an entity or
association that operates, under a common service mark,a system which permits participants to
authorize, route,and settle Transactions among themselves, including,for example, networks
operated by VISA USA and Mastercard, Inc., NYCE Corporation,American Express,and Discover.
2.5.2. City represents,warrants,and agrees that it does and will comply with applicable Laws and
regulations and Network rules, regulations or operating guidelines. City shall notify HdL in writing
as soon as possible in the event a claim is either threatened or filed against City by any
governmental organization having jurisdiction over City or a Customer related to the Service. City
shall also notify HdL in writing as soon as possible in the event a claim is either threatened or filed
HdL Software,LLC 5
Agreement for HdL Services
City of Redlands,CA September 10,2015
against City relating to Transactions or the Services or a fine or other penalty is assessed or
threatened relating to Transactions or the Services.
2.5.3.City represents,warrants and agrees that it is and will continue to be in full compliance with all
applicable requirements of the Client Information Security Program of VISA,the Site Data
Protection Program of MasterCard,and similar programs of other Networks,and any modifications
to such programs that may occur from time to time. Upon the request of HdL,City shall provide
HdL with documentation reasonably satisfactory to HdL verifying compliance with this Section.
2.5.4. City hereby grants HdL the full right,power and authority to request, receive and review any Data
or records reflected in a Transaction report. City represents and warrants that it has the full right
and authority to grant these rights.
2.6. Fees
2.6.1. If a convenience fee will be charged,the City authorizes HdL to collect each convenience fee.
2.6.2.The fees set forth in Exhibit B Payment Schedule do not include expenses,late fees or charges,or
taxes,all of which shall be the responsibility of City. In addition to the charges specified in Exhibit B
Payment Schedule, City shall be responsible for(a)all interchange and network provider fees,(b)all
dues,fees,fines and assessments established and owed by City to Visa and/or Mastercard, (c)for all
costs and fees associated with changes to ATM protocol caused by City's conversion to the Services,
and(d)any increase in postage charges,provided that any increase in charges resulting from(a)
through(d)shall not exceed the actual increase incurred by HdL.
2.6.3. HdL reserves the right to review and adjust all City and convenience fee pricing on an annual basis
in June. This adjustment may be consistent with the then most recent ECI adjustment or three
percent(3%)whichever is greater. Items that will be considered in the review of fees may include,
but are not limited to:regulatory changes,card association rate adjustments,card association
category changes,bank/processor dues and assessments,average consumer payment amounts,
and card type utilization.
2.6.4. City agrees to maintain a depository account with a financial institution reasonably acceptable to
HdL for the payment of amounts payable hereunder,and hereby authorizes HdL to initiate debit
entries to such account for the payment of amounts payable hereunder. City agrees to provide HdL
with any and all information necessary for HdL to initiate such debit entries via the Automated
Clearing House(ACH)system. For any amount that is not paid within thirty(30)days after its due
date,City shall pay a late fee equal to the lesser of one and one-half percent(1 Y2%)per month of
the unpaid amount or the maximum interest rate allowed by Law.
HdL Software, LLC b
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Agreement for HdL Services
City of Redlands, CA September 110,201
Basis. Once the source data has been reviewed,a statement;of work will be provided including a,
Cost estimate.
1.7. 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-determined time and material basis, No work shall b
performed without prior written approval of the City.
1.5. Payment Schedule—Compensation for the contract amount shall be as follows:
1.8-1. 100%of the one-time project casts shall be due within 30 days of the effective date of the
Agreement:
1.5.2. 100 of the first year Annual Use Fee shall be due and payable within 60 days of the effective
date of the Agreement.The Annual Use Fee may be pro-rated and aligned with the existing
"Classic HdL"Annual Use Fee schedule.
1.5.3. Travel Expenses. Travel and lodging expenses are billed at east as they are incurred. Travel
expenses shall be due and payable within 30 days of the billing date':
1.8.4. Annual Software Use Fee. The software use fen will be invoiced each year on the anniversary of
60 days after the effective date of the.Agreement,and shall be due and payable within 30 days of
the invoice date. The software use fee billing cycle can be prorated as needed should the City
desire an alternative billing cycle.
2. Payment Processing Services - HdL will provide City with eCheck,credit and debit card payment
processing(merchant)services under an Agency Funded Interchange Pass-through;pricing model. HdL
reserves the right to not accept any payment type in situations where doing so may be in violation of the rules
and regulations governing that payment type.
A* • .9% $030 per transaction
g m $0.50 per transaction
Waived
30.00 per month
$10.00 per event
$25,00 per event
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
Agreement for HdL Services
City of Redlands,CA September 10,2015
EXHIBIT C
GENERAL TERMS AND CONDITIONS
1. OWNERSHIP OF MATERIALS,CONFIDENTIALITY.
1.1. 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 HdL`s software while the associated service is in effect through this Agreement.
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.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.
1.2. 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.
1.3. Proprietary Information. As used herein,the term"proprietary information"means any information which relates to
HdL'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 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.
2. OPTIONAL SERVICES. Optional services beyond the scope of this Agreement are available at HdL'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.
3. 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.
4. 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.
5. LICENSE, PERMITS, FEES AND ASSESSMENTS. HdL shall obtain such licenses, permits and approvals (collectively the
"Permits")as may be required by law for the performance of the services required by this Agreement. City shall assist HdL
in obtaining such Permits,and City shall absorb all fees,assessments and taxes which are necessary for any Permits required
to be issued by City. If City requires payment for such Permits,the associated costs will be included with the next invoice.
6. 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.
6.1. Worker's Compensation and Employer's Liability-In accordance with applicable law.
6.2. Comprehensive General Liability - Bodily injury liability in the amount of $1,000,000 for each person in any one
accident,and$1,000,000 for injuries sustained by two or more persons in any one accident. Property damage liability
in the amount of$1,000,000 for each accident,and$2,000,000 aggregate for each year of the policy period.
6.3. Comprehensive Automobile Liability-Bodily injury liability coverage of$1,000,000 for each accident.
6.4. Errors and Omissions-In addition to any other insurance required by this Agreement,HdL shall provide and maintain,
during the term of this Agreement, professional liability insurance in the amount of$1,000,000 as evidenced by a
Certificate of Insurance.
7. TERMINATION. This Agreement,or individual services provided by this Agreement,may be terminated as follows:
7.1. Software—Software services may be terminated by either party upon written notice at least 90 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 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.
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Agreement for HdL Services
City of Redlands,CA September 10,2015
7.2. Services-City may discontinue a service by sending a letter of intent to HdL at least 90 days prior to desired last date
of service.
8. 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.
9. 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.
10. 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.
11. 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 underthis 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.
HdL Software, LLC 10