HomeMy Public PortalAboutAgreement_2015-08-19_Hinderliter, De Llamas and Associates (HDL)AGREEMENT COVER SHEET 15-5il08
A(;RI-.I:MItNT # (CIM-A-) LAk-t+, ASU-A-SI.AR-#, NIS U-A-YEAR-#, P&R-A-YFAR-#)
Type of Contract
Consultant Services ❑ Professional Services ❑ Public Works ❑ Other:
Meeting Date of Approval (Only If Applicable)
e4k.tim,
Date
Contact Information
Name of Company: NAL
Address: 1340 L/Ahm V A Ko0r, 200
liial►,Phd A., GA IrUf
Contact Person:
Phone Number: lei - 961- 4735
Email: gbahklih P Ind] 0�.y Aw e1. 46PA
J
Scope (Type of Project)
Am*-Ad ^4 ►+-t4A4 *,d e4lege a4 �P, ,L,t i hsct SAWAW, dhd s"Wi i�d�—
/hi�ta�iDH iv w,v FVjw, S&AwgW
Term of Contract
8119 1S NA.-off, u'db1$j1jAe, }
Beginning Date Contract Completion Date t*&..JA4;M
Contract Reviewed By
'�, gppvwe�l vie, /dfvtVoiW'i+tAq A, �u u,.
City Manager Department Director (City Attorney ❑ No Ifanges to the Template
Administrative Services Director ❑ Other:
Insurance
E] Additional Insured Endorsement ❑ Cancellation Provision ❑ General/Auto/Workman Comp.
Expiration Date: Notes:
Date
Agreement for HdL Services
City of Temple City, G4 August 14, 2015
AMENDED AND RESTATED AGREEMENT FOR BUSINESS LICENSE SOFTWARE AND SERVICES
This Amended and Restated Agreement for Business License Software and Services is made and
entered into as of the 1% day of� sk 2015 ("Effective Date"), by and between the City of
Temple City, CA, a municipal corporation, hereinafter referred to as City, and HdL Software, LLC, a
California company, hereinafter referred to as HdL.
WHEREAS, HdL and City entered into that certain Agreement for Business License Software and Services
dated November 4l, 1997 ("Original Agreement'), whereby HdL agreed to provide HdVs Business License
Software System and related services; and
WHEREAS, HdL and City now desire to amend and restate the Original Agreement to include Hdus new
Prime Business License Software System with Web Module 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. 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 the above written date (the "Effective Date") and
shall continue each year thereafter until termination is requested. 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 Temple City
9701 Las Tunas Drive
Temple City, California 91780
HdL HdL SOFTWARE, LLC
1340 Valley Vista Drive, Suite 200
Diamond Bar, California 91765
HdL Software, LLC
Agreement for HdL Services
City of Temple City, CA
6. FULL FORCE AND EFFECT
2015
This Amended and Restated Agreement for Business License Software and Services supersedes and
replaces the Original Agreement as of the Effective Date.
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 TEMPLE CITY
By:
Name: ✓ �Uv �
ICG
Title: C I r t^y zL +�
APPROVED AS TO FO M:
City Attorney
HdL Software, LLC
HdL SOFTWARE, LLC
By:
Robert Gray
President, HdL Soft re LLC
Agreement for HdL Services
City of Temple City, CA August 14, 2015
EXHIBIT A
SCOPE OF SERVICES
1. HdL Prime Business License System
1.1. Data Migration
HdL will convert the City's existing data. The City agrees to provide its current data in ASCII delimited file
format (or another format agreed upon between HdL and the City), along with a file layout detailing the
content of the file. This data will be required a minimum of two times during the conversion process. The
City understands that the second (and any subsequent) data set must be provided in the same format and
layout as the first data set.
1.1.1. Implementation - HdL's responsibilities
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.
IT support - HdL will provide a dedicated IT staff member to provide IT support during the software
implementation process. This individual will provide the necessary instruction and assistance in order to
install the software in the City's computing environment, and will provide any needed technical support.
Training - HdL will provide software training as defined in the agreed upon software implementation
schedule. For HdL Prime migration, this generally consists of one (1) six hour training session for up to 6
individuals.
Reports - HdL will migrate existing standard HdL reports, forms or letter for use in the Prime system
HdL will work closely with City staff to review of existing City licensing practices to ensure maximum
efficacy of the Prime system.
HdL will install and implement the Prime — Business License Web Module. City is responsible for selecting
and enrolling with a third party credit card payment gateway vendor.
User manual - HdL will provide a digital copy of the software user manual. The City may print copies of
the manual or distribute digital copies 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 3rd party or any individual that is not a
current City staff member responsible for using or maintaining the software.
1.1.2 Customer Support - HdL Annual Use Fee
HdL will provide customer support by telephone, email and the web as needed by the City during the term
of this Agreement. In the United States, no charge support from HdL Software is available as follows:
For customer support between the hours of 8:00 am and 5:00 pm Pacific time, Monday through Friday,
email help@hdlcompanies.com or call HdL offices and ask for software application support. For technical
support before 8:00 am or after 5:00 pm Pacific time, Monday through Friday (or anytime Saturday),
email 911@hdlcompanies.com and an HdL staff member will be paged. Please only include your name,
agency and contact p in emails to 911@hdlcompanies.com. You will be contacted as soon as possible.
HdL Software, LLC
Agreement for HdL Services
City of Temple City, CA August 14, 2015
1. Support polity 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 a, 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.
2. 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.
3. 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.
1.1.3. City's responsibilities
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.
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).
HdL Software, LLC
Agreement for HdL Services
City of Temple City, CA
EXHIBIT B
COMPENSATION
ONE-TIME COMBINED SOFTWARE LICENSE FEE AND IMPLEMENTATION FEE
14, 2015
Includes configuration, installation, data conversion
and migration*, report migration, best practices
review and 1 day of training.
RECURRING ANNUAL SOFTWARE USE FEE AND HOSTED ENVIRONMENT FEE
Due at "Go Live" of Prime System and prorated if
necessary. Provides ongoing software usage, support,
and system updates. Use Fee is adjusted annually per
CPI, and will not be less than 2% or more than 10% and
will include any amounts for City required licenses or
$0.00 per HdL will cover the cost of hosting the Prime -Business
month* License software application on behalf of City. The
normal hosting costs are $250.00 per month. All
Increases to hosting services are passed on to the City.
$0.00 per See comment below
month*
* This fee may be revised annually for market costs for internet bandwidth, power and related equipment costs. Any
increase on the cost of the hosting services will be passed on to the City of Temple City and invoiced on a quarterly
basis.
2,000.00 Per Day — (6 hour day) 4W
2,500.00 Per user license +$500 annual maintenance increase
210.00 Per hour
Estimate Required After HdL receives a detailed description of the work
required, a Statement of Work will be provided with a
time and cost estimate.
HdL Software, LLC
Agreement for HdL Services
City of Temple City, CA
2015
Note:
' Data Conversion: Includes up to 30 hrs of data conversion time. Any work above 30hrs will be charged at $210.00 per
hour. Value of $3,400.
"Link for Payment Processor: HdL has selected Authorize.net and FIS Global as the preferred providers for payment
gateway and merchant account services. The Authorize.net and FIS Global solution has proven to be reliable, full featured
and cost effective for our clients. If the City wishes to select a different payment gateway, there will be a development
cost of approximately $5,000 to establish the link. If requested by the City, HdL will assess the gateway solution and
provide an estimate of the development costs.
1. Software License Fee - The one-time license fee includes the use of the software by the specified number of
named users, software user manual in digital format, and all standard forms and reports.
2. Software Use Fee - The annual software use fee shall begin on the effective date of this Agreement. The annual
software use fee shall be adjusted at the beginning of each anniversary year following the first year of service
to reflect any increase in the Consumer Price Index (CPI) for All Urban Consumers for the Los Angeles
metropolitan area. Each annual software use fee adjustment shall not be less than two percent (2%) or greater
than ten percent (10%) and will include any amounts paid for any City required license or permits.
3. Implementation -The one-time implementation fee covers all efforts involved for installation and configuration
of the software. This includes one session of pre -installation and process evaluation, one session of "go live"
training, installation support, design and programming of standard forms and reports, and configuration of the
software.
4. Travel Expenses - Travel and lodging expenses are billed at cost and apply to all meetings; including process,
pre -installation, installation, training, and support. HdL is dedicated to conserving public funds, and ensures any
travel costs are indeed required and reasonable.
5. Parcel Data - HdL Prime includes comprehensive land maintenance functionality. There are four ways to acquire
the parcel data.
a. If the City is a client for HdL property tax services, the parcel data will be provided at no cost.
b. If the City is not a client for HdL property tax services, the parcel data may be purchased from HdL.
c. If the City wishes to use any other source of parcel data, HdL can work with the City to create a re -useable
import utility. The development of this utility will be billed on a time and material basis. Once the source
data has been reviewed, a statement of work will be provided including a cost estimate.
6. 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 be performed without prior written annroval of the City.
7. Payment Schedule— Compensation for the contract amount shall be as follows:
• 60% shall be due and payable within 30 days of the effective date of the Agreement
• 30% within 60 days of the effective date of the Agreement
• 10% within 30 days of Prime System "go -live" date
a. 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.
b. Annual Software Use Fee. The software use fee will be invoiced each year on the anniversary of the
effective date of the Agreement, and shall be due and payable within 30 days of the invoice date.
8. 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.
HdL Software, LCC
Agreement for HdL Services
City of Temple City, CA August 14, 2015
9. 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.
HdL Software, LLC
Agreement for HdL Services
City of Temple City, CA August 14, 2015
EXHIBIT C
GENERAL TERMS AND CONDITIONS
A. OWNERSHIP OF MATERIALS, CONFIDENTIALITY.
Software License. HdL hereby provides a license to the City to use HdUs 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 Hc1L. 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.
2. City Data. HdL acknowledges that the agency data provided by the City 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. 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. 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.
R. 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.
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 Insurance.
1. Workers Compensation and Employer's Liability- In accordance with applicable law.
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.
3. Comprehensive Automobile Liability - Bodily injury liability coverage of $1,000,000 for each accident.
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.
D. TERMINATION. This Agreement may be terminated as follows:
1. Software — Software services may be terminated by either party upon written notice delivered to the other party at
least 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 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.
2. Compliance Services - City may activate or discontinue Compliance Services without the need to terminate the
agreement by sending a letter of intent to 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.
HdL Software, LLC
Agreement for HdL Services
City of Temple City, CA August 14, 2015
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 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.
HdL Software, LLC