HomeMy WebLinkAboutContracts & Agreements_48-2003_CCv0001.pdf AGREEMENT FOR BUSINESS LICENSE SERVICES
This agreement is made and entered into as of the , 18th day of March 2003, by and
between the City of Redlands, a municipal corporation, hereinafter referred to as City, and HdL
Software,LLC, a California corporation, hereinafter referred to as HdL.
A. BUSINESS LICENSE SOFTWARE
HdL shall provide the City with HdL's menu driven Business License Software System
which includes the following capabilities:
1. Maintenance and Processing.
a) The software will store, print and process all business license records, including
annual licenses and those which may be issued on a daily, monthly, quarterly or
semi-annual basis. It will process licenses for businesses based on any number of
City-determined factors including, but not limited to, gross receipts, number of
employees, coin-operated devices, and number of vehicles.
b) The software will allow easy data entry of the information contained in business
license applications. Based on business type and rate tables, it will calculate fees
and print licenses. It will track unrenewed licenses and print renewal notices at
the end of the license period, which contain specific calculation instructions based
on rate type. Delinquent notices will be enerated, which include the calculation
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of late fees and penalties. The system will generate a journal entry for entering
business license payments into the accounting records.
c) The software provides a tracking system to help the City ensure that businesses
have received the appropriate approvals and permits from various City
departments.
'Agreement for Business License Services
City of Redlands, California
d) The software contains data fields for the entry of other business-related
information, such as emergency contact name and address, alarm company or
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patrol company information, SIC and MAIC codes, and zoning information.
e) The system will maintain business license history for active and closed
businesses, including payment history. The amount of history to be stored will be
determined by the City, and is dependent upon the available free space on the
City's computer.
f) Users will be able to make inquiries into the data set in a variety of ways: by
license number, business name, owner name, address, telephone number, vehicle
license number, and key word.
2. Audit Features. The business license software has the ability to cross check against
other data sets available through HdL, such as telephone and professional directories.
This will assist the City in detecting unlicensed businesses. These additional features
will be added as developed at no additional cost to the City.
3. Reports. A variety of reports are available, in standard format and on an ad hoc basis,
including, but not limited to, reports by business name, address, or type, and mailing
labels. The system will also permit the export/import of data for use on laptop
computers by field inspectors. The software will allow the -generation of a variety of
management reports, for example, by geographic area, SICNAIC code and/or amount
of business license revenue paid.
4. Security. The system allows for user-defined levels of security and confidentiality
through the use of passwords.
5. Ongoing software upgrades are provided as part of the annual maintenance fee.
The HdL Companies
Agreeinentfor Business License Services
City of Redlands, California
B. MANAGEMENT SUPPORT
HdL is available to assist the City in evaluatin,::, current policies and procedures to
enhance the audit, collection and enforcement of the City's business license taxes.
Examples may include the redesign of forms and/or reports, and strategies for improving
communication with the business community, as well as other City departments that are
involved in the business license process.
C. CONVERSION AND IMPLEMENTATION
1. HdL will convert the City's existing business license data to HdL program files. HdL
will build the tables for the City (rate tables, business type tables, SIC code and NAIL
tables, etc). If rates or business types change in the future, or new ones are created,
the tables are maintainable by the City.
2. The City agrees to provide current business license data information in machine-
readable format. If this is not possible, there may be an additional charge for
manually converting the data. The work will be done on a time and material basis in
consultation with and with the prior written approval of the City, pursuant to Section
M(2), "Customizing Services, Secretarial/Administrative" fees.
3. The new data set created during this process will be verified and audited for
inconsistencies between existing data and the rate tables and business type tables
using HdL's computerized systems.
4. The new data set and software will be installed on the City's designated stand-alone
computer or computer network. If the City uses HdL sales and property tax programs,
these programs will be integrated with the business license system at no additional
cost. If the City is not a client for HdL sales and property tax programs, there will be
a charge to link to another vendor's data set or for HdL to supply the data, pursuant to
Section M (2), "Customizing Services, Principal Programmer" fees.
The HdL Companies 3
Agreement for Business License Services
City of Redlands. California
5. Training will be provided for the business license staff at the time of installation. A
four-hour training session is anticipated. Trained HdL staff will be available for any
follow-up needed, either by telephone or in person, as part of our ongoing
maintenance and support.
6. User manuals will be provided.
D. TIMELINE
The timeline for implementation of the business license software system is approximately
150 days from the date that this Agreement is signed by all parties. However, the City
understands that this timeline is conditional upon receipt of the City's license data and
approval of the City's forms. The system may be installed 30 days after forms approval,
or 30 days after all data has been converted, or 150 days from the date that this
Agreement is signed by all parties, whichever comes later.
E. ESTIMATED CALENDAR OF EVENTS
1. A process meeting will be set up within 30 days of the date that this Agreement is
signed by all parties.
1 By the end of approximately 60 days, HdL should have received the City's business
license data, logo, business license forms and a copy of the City's ordinances, codes,
classifications, business types and rate types.
3. At approximately 90 days, HdL will schedule a pre-install meeting.
4. At approximately 120 days, HdL will schedule an initial installation and training
meeting.
5. At approximately 150 days, HdL will schedule a final installation and the City will go
live with a fully functional Business License System.
The HdL Companies 4
agreement for Business License Services
City of Redlands, California
F. NETWORK AND HARDWARE REQUIREMENTS
The business license software will be installed on the City's network on hardware
supplied by the City. The HdL business license software is a Windows application
requiring Microsoft Windows NT 4.0/2000/XP Pro.
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Network Requirements:
The City will allow HdL to run a net test software program on their network that will
Benchmark the City's network performance. This test will be run two times, first, prior
to execution of a contract and second, prior to preinstall of the system.
If either of these tests return with unacceptable results, the processing will stop until the
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City is able to raise the performance of its network to an acceptable level (see Exhibit
"A"—Network Benchmark Utility).
Peer to peer networks are not supported,
Network Server Specifications:
Required
Hard Disk Space I gigabyte to accommodate initial data sets
Operating System Netware (3.X or higher), Windows NT (4.0 or higher), Windows
2000 Server
The above requirements are for a stand-alone server dedicated to the HdL Business
License System. If the network server is providing additional services or hosting other
applications, the requirements will increase.
Workstation Hardware Requirements:
The program resides on the workstation and the database resides on a dedicated file
server. The program can support Access relational database, SQL server or Oracle. The
City is not required to have a license for Access. However, the City must obtain a license
for SQL server or Oracle if it does not already have such a license (there is also an
additional HdL software licensing fee to present the system in SQL or Oracle).
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-'Agreement for Business License Seiiices
City of Redlands, California
The recommendations below are based on user feedback regarding performance levels.
Recommended
CPU 600Mhz or better
Memory 128 MB Ram
Video 1024068, 16 bit color
The software is designed to work with a laser printer. An RP4000/8000 or comparable is
recommended. Each make and model of printer has different drivers and therefore has
slightly different results when printing. We design forms/reports for HP LaserJet printers.
G. CITY DATA REQUIREMENTS
The City shall provide HdL with current license data in an ASCII format (standard
delimited format) with a file layout detailing the content, format and size of the fields
included in the data set. This data will be required two times during the conversion
process as follows:
1. The first request for data will enable HdL to write the necessary conversion programs
and will be needed as soon as possible after this Agreement has been signed by all
parties.
2. The second request for data will include all recent work by the City and is needed a
few days before the City goes "live" on the HdL Business License System.
The City understands that the second data set MUST be provided in the SAME format
and on the same media as the first data set. Any inconsistencies between the first and
second data sets will result in a delayed installation date and additional charges for
conversion.
H. ACCEPTANCE OF THE SOFTWARE
The scheduled date of acceptance of the software by the City is when all data has been
converted, all tables have been built, and licenses, renewals and reports can be generated.
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=Agreement for Business License Sen ices
City of Redlands, California
At such time, the City will "Go Live". The acceptance date ("Go Live"date)will become
the anniversary date of the Agreement. See Exhibit "B"
I. SOFTWARE MAINTENANCE AND CUSTOMER SUPPORT
HdL will provide ongoing software upgrades and updated data from HdL's proprietary
data sets and cross-directories to assist the City in its audit work. HdL's standard
maintenance and customer support includes telephone support as needed by the City, and
up to eight hours of on-site support annually.
The first year maintenance and support is provided at no cost. There is an annual
maintenance fee beginning the second year. (See "Compensation" Section L for the fee
schedule.) The second year begins twelve (12) months from"Go Live"date.
J. CUSTOMIZATION
The business license software is a "table driven" system and has been developed to meet
almost all oftheneeds of a City with regard to the management, processing and reporting
of business licenses. However, should the need occur, HdL is available to provide
custom enhancements on a time and material basis. HdL shall perform no work without
the prior approval of the City. (See "Compensation" Section L for the fee schedule.)
K. SOFTWARE LICENSE
1. License. HdL hereby provides a license to the City to use HdL's Business License
Software. The software shall be used only by the City. The City shall not sublet,
duplicate, or modify said software. The software shall be returned to HdL at the time
the license expires, which is the last day of the last year for which the City has paid
the annual maintenance fee to HdL. The license granted hereunder shall not imply
ownership by City of said software, rights of the City to sell said software, or rights to
use said software for the benefits of ethers. This license is not transferable.
The HdL Companies 7
Agreement for Business License Services
City of Redlands, California
City Data. HdL acknowledges that the business license data is the property of the
City. At the termination of this Agreement, the business license data will be available
to the City in machine-readable format.
3. Proprietary Information. As used herein, the term "proprietary information" means
any information which relates to HdL's computer or data processing programs; data
processing applications, routines, subroutines, techniques or systems; or business
processes. City shall hold in confidence and shall not disclose to any other party any
HdL proprietary information in connection with this Agreement, or otherwise learned
or obtained by the City in connection with this Agreement. The obligations imposed
by this Paragraph shall survive any expiration or termination of this Agreement. The
terms of this section shall not apply to any information that is public information.
L. COMPENSATION
1. Software License Fee. The one time software license fee shall be $22,500, which is
based on three-five (3-5) concurrent users. Each additional group of five (5)
concurrent users is $6,000.
50% of the license fees shall be due and payable within 30 days of the effective date
of the Business License Agreement, 40% within 90 days of the effective date of the
Business License Agreement and the remaining 10% within 30 days of the "go-live"
final install date.
License Fee Includes: design of standard forms, construction of rate and business
type tables, SIC code and NAIC tables, links to other data directories, user guide
manuals. Customized forms include one Business License Certificate, one
Application, three Renewal Notices, one Balance Due Letter, plus two additional
letters of City's choice. System forms include Exception Reports, Mailing Labels,
Firm,License, Rate Type, Business Type and SICINAIC Code Listings, Cash Receipt,
Balance Due Letter, three Renewals, Business License Certificate, and Summaries for
Rate Type, Business Type, SICINAIC Codes and Totals/Averages.
The HdL Companies 8
'Agreement for Business License Services
City=of Redlands, California
2. Implementation Plan. This one time fee of $ (10% of software fee) covers the cost
of analyzing existing data, fee structure, resolutions, current business practices and
policies and forms. This allows HdL to develop the implementation plan.
3. Access Database. The program runs in an Access database and is included in the one
time software license fee.
4. Data Conversion. Data conversion will be at a cost of $1.00 per business license
record plus 50¢ for each year of transaction data per record. If the City's current
business license data information cannot be provided in standard delimited format on
magnetic tape or diskette, there will be an additional charge for manually converting
the data. Manual conversion will be done on a time and material basis, pursuant to
Section M (2), "Customizing Services, Principal Programmer"fees.
5. Establish Rate Types. Rate types will be billed at follows:
01 through 12 Included in license fee
13 through 24 $1,200.00
Over 24 types $135.00 each
6. Travel and Lokint! Costs. Travel and lodging costs will be billed at cost and apply
to all process, pre-installation, installation and training meetings (mileage at .360 IRS
Reimbursement Rate).
7. Training. The cost for training is $1,200 per day.
8. Crystal Report Writer. The cost is $400. The City is not required to obtain the
report writer unless it intends to maintain or create its own reports.
If the City has the following needs, an additional fee will apply as follows:
9. Business Improvement District. To establish a Business Improvement District with
separate fee tables, the cost is $3,000 per district if it follows the expiration date and
penalty calculations. If it renews at some other period, then BID must be treated as a
separate license record for each business.
The HdL Companies 9
`Agreement for Business License Services
Ciry of Redlands, California
10. False Alarm Module. The cost is $5,000 plus data conversion. Data conversion will
be $1.00 per false alarm record plus .50 cents for each year of transaction data per
record. Data must be presented in delimited ASCII format on electronic media. An
initial conversion will be performed as well as a final conversion.
11. Additional training will be billed at $1,200 per day. Travel costs for additional
training will be billed at actual cost (mileage at .360 IRS Reimbursement Rate).
12. Additional form layout or letters will be billed at $120 per hour for staff layout of
forms, and$170 per hour for programming.
M. ANNUAL MAINTENANCE AND CUSTOMER SUPPORT FEE
1. There is no charge for the first year of maintenance and customer support. The annual
maintenance fee shall begin at the second year (which includes software upgrades and
support to your staff) and shall be $4,500 for three-five (3-5) concurrent users. Each
additional group of 5 concurrent users shall be $1,200.
This maintenance fee is based on the number of users, defined as those who have
access to the system to add or edit. There is no additional user fee for "inquiry only"
users, information system staff and department approvals.
Maintenance Fee Includes: Unlimited telephone support, up to eight hours on-site
support annually, and upgrades to the software. Additional training will be billed at
$1,200 per day. Travel and lodging costs will be billed at actual cost (mileage at .360
IRS Reimbursement Rate).
The annual maintenance fee will be increased each year in an amount equal to the
increase in the most recently published Consumer Price Index for the surrounding
statistical metropolitan area, (Los Angeles, Orange and Riverside Counties) all urban
consumers. The maintenance fee will be invoiced each year by HdL, and shall be due
and payable within 30 days of the date of the invoice.
The HdL Companies 10
'Agreetnentfor Business License Services
City of Redlands, California
2. Customizing,Services. The business license software is a "table driven" system and
has been developed to meet almost all of the needs of a City with regard to the
management, processing and reporting of business licenses. However, should the
need occur, HdL is available to provide custom enhancements to the business license
software on a pre-determined time and materials basis. No work shall be performed
without prior written approval of the City. Fees for these services are as follows:
Principal $170 per hour
Principal programmer $170 per hour
Associate/Form layout $120 per hour
Associate programmer $120 per hour
Secretarial/Administrative $ 55 per hour
Travel and lodging fees will be billed at actual cost (mileage at .360 IRS
Reimbursement Rate).
N. INSURANCE REQUIREMENTS
All insurance by this Agreement is to be maintained by HdL for the duration of the
agreement and shall be primary with respect to City and non-contributing to any
insurance or self-insurance maintained by the City. HdL shall not perform any services
pursuant to this Agreement unless and until all required insurance listed below is obtained
by HdL. HdL shall provide City with Certificates of Insurance and endorsements
evidencing such insurance prior to commencement of work. All insurance policies shall
include a provision prohibiting cancellation of the policy except upon thirty (30) days
prior written notice to City.
1. Worker's Compensation.-and Employer's Liability. HdL shall secure and maintain
Workers' Compensation and Employer's Liability insurance throughout the duration
of this Agreement in amounts, which meet statutory requirements with an insurance
carrier acceptable to the City.
The HdL Companies es
Agreementfor Business License Services
City of Redlands, California
2. Comprehensive General Liability. HdL shall secure and maintain in force throughout
the duration of this Agreement comprehensive general liability insurance with carriers
acceptable to City Minimum coverage of one million dollars ($1,000,000) per
occurrence and two million dollars ($2,000,000) aggregate for public liability,
property damage and personal injury is required. HdL shall obtain an endorsement
that City shall be named as an additional insured.
3. Professional Liability Insurance. HdL shall secure and maintain professional liability
insurance throughout the duration of this Agreement in the amount of one million
dollars ($1,000,000) per claim made.
4. Business Auto Liability Insurance. HdL shall have business auto liability coverage,
with minimum limits of one million ($1,000,000) per occurrence, combined single
limit for bodily injury liability and property damage liability. This coverage shall
include all consultant owned vehicles used on the project, hired and non-owned
vehicles, and employee non-ownership vehicles. Consultant shall obtain an
endorsement that City shall be named as an additional insured.
O. WARRANTY
Commencing upon the City's final acceptance of HdL's Business License System, HdL
warrants: (1) the complete system, including, but not limited to, all software components
and software support for one year; and (2) against defective materials and workmanship
for each year that the Business License System is covered by maintenance.
Calls for warranty and maintenance response time shall be within I hour of notification
by the City of its need for maintenance services.
P. TERMINATION
This Agreement may terminate each year upon written notice 30 days prior to the
anniversary date of the Agreement by either party. Upon termination, the software
license shall expire and the software shall be returned to HdL.
The HdL Companies 12
Agreement far Business License Services
City of Redlands, California
Q. 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.
R. 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.
S. 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.
T. 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.
The HdL Companies 13
Agreement for Business License Set-vices
City of Redlands, California
U. NOTICE
All notices required by this Agreement shall be given to the City and to HdL in writing,
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by personal delivery or first class mail postage prepaid, addressed as follows:
City CITY OF REDLANDS
P. O. Box 3005
Redlands, California 92373-1505
HdL HdL SOFTWARE, LLC
1340 Valley Vista Drive, Suite 200
Diamond Bar, California 91765
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the
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date first above written by their respective officers duly authorized in that behalf.
CITY OF REDLANDS: HdL SOFTWARE,LLC:
A-1
Mayor of the City of Redlands Nancy E. Hick!iV
APPROVED AS TO FORM:
n/a
City &rk Cl/ City Attorney
q
The HdL Companies 14
Agreement for Business License Services
City of Redlands, California
EXHIBIT "A"
Network Benchmark Utility
The network benchmark measures how well your server handles network file operations.
Its tests send a variety of UO (input/output) requests to the server and measure how long the
server takes to handle them.
The goal is to ensure that HdL applications will operate correctly and at acceptable speeds in the
client's environment.
The HdL Companies 15
`Agreement for Business License Services
City of Redlands, California
EXHIBIT `B"
The HdL Business License Software System
NOTICE OF FINAL ACCEPTANCE
This Notice of Final Acceptance is in reference to that certain Agreement dated March ,
2003 for HdL's Business License Software System and Services by and between HdL Software,
LLC, a California corporation, herein referred to as "HdU and the City of Redlands, a municipal
corporation, hereinafter referred to as "City".
NOTICE RECITALS:
• HdL and City entered into that certain Agreement for HdUs Business License Software
System dated March , 2003 whereby HdL agreed to render and install HdU s Business
License Software System.
■ Date of Completion and Acceptance. HdL and City desire to schedule the "Final Acceptance
Date" of the Business License Software system by the City (whereupon the City can "go live"
with the system). The "Final Acceptance Date" shall be the date when all data has been
converted, all training is complete, all tables have been built, and licenses, renewal notices,
letters, receipts and reports can be generated.
TERMS OF NOTICE:
• HdL and City agree that the Final Acceptance Date ("Go Live Date") for the Business
License system is This Final Acceptance
Date will become the anniversary date of the Business License Agreement of the same date
each year thereafter ("Anniversary Date").
Example of Basic Timeline:
1. 1" Process Meeting 60 days
2. Pre-install Meeting 90 days
3. Final instal lltraining 120 days
4. "Go Live" — Acceptance Date 150 days (Anniversary date of Agreement)
The HdL Companies 16
Agreement far Business License Set-vices
City of Redlands, California
* The final payment, representing 1070 of the contract price for the Business License System
software, shall be paid by the City to HdL within 30 days of the Final Acceptance Date as
stated above.
* HdL Software Warranty. Commencing upon the City's final acceptance of HdL's Business
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License System, HdL warrants: (1) the complete system, including, but not limited to, all
software components and software support for one year; and (2) against defective materials
and workmanship for each year that the Business License System is covered by maintenance.
Warranty and maintenance response time shall be within 24 hours of notification by the City
of its need for maintenance services.
City Conditions and Comments:
THE PARTIES HERETO ACKNOWLEDGE THAT THEY HAVE READ AND
UNDERSTAND THE TERMS OF THIS NOTICE OF FINAL ACCEPTANCE.
In witness whereof, the parties hereto have caused this Notice of Final Acceptance to be
executed on the date shown below written by their respective officers duly authorized in their
behalf.
CITY OF REDLANDS HdL SOFTWARE, LLC
By:
By:
Mayor
Dated: March 18, 2003
Dated:
Attest:
City,/Clerk
The HdL Coinpanies 17