HomeMy Public PortalAbout07) 7C Agreement with HdL Software for Business Linse and ServicesAGENDA
ITEM 7.C.
COMMUNITY DEVELOPMENT DEPARTMEN I
MEMORANDUM
DATE : August 18, 2015
TO: The Honorable City Co uncil
FROM: Bryan Cook , C ity Manager
By: Michael D. Forbes, Community Development Director ~
SUBJECT: AGREEMENT WITH HDL SOFTWARE , LLC FOR BUSINESS LICENSE
SOFTWARE AND SERVICES
RECOMMENDATION:
The City Council is requested to:
a) Approve the Amended and Restated Agreement for Business License Software
and Services with Hdl Software , LLC (Agreement); and
b) Authorize the City Manager to execute the Agreement.
BACKGROUND :
1 . On November 4 , 1997, the City entered into an Agre ement for Business Lice nse
Services with Hdl Software , LLC for a business lice nse software system .
2 . On June 16 , 2015 , th e City Co un c il approved the Fisca l Year (FY) 2015-16 City
Budget, in cl uding an allocation of $40 ,000 to upgrade the current business l ice nse
software system.
ANALYSIS:
One of the core business functions of the Commu n ity Development Department is
administering the City 's business license program . All businesses that operate in
Temple City are req uired to obtain a business license. In addition to traditiona l location-
based busi nesses such as reta il stores and offices , other types of businesses that must
be licensed include , but are not limited to : service providers , independent contractors ,
vehicle-based bus inesses , lan dlords , and co ns u ltants . Business licenses must be
City Council
August 18 , 2015
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renewed annually. Approx imately 1,250 business licenses are issued or renewed every
year.
All business licenses are issued and tracked using Hdl business license software. The
software is a database of all businesses in Temple City and is used to calculate fees,
produce various reports on businesses and business license activity, and issue annual
renewal letters. The City has used the same software since 1997.
Hdl now offers an updated version of the software that includes several new fea tures.
Most notably , the updated system includes the ability for business owners to renew
their licenses on line . Currently , business owners must mail their renewal and pay by
check , or come to City Hall to renew and pay in person . Bus iness owners frequently
ask staff if they can renew and pay online , and when that option will be ava il ab le . The
updated system will prov ide this convenience .
Several companies offer business license software . Staff has been satisfied with Hdl's
product, and upgrading to the newest version of the current system will be substantially
faster and cheaper than evaluating other systems. With the online renewal componen t
that will be included in the new system , the upgraded Hdl system wi ll meet the City 's
needs .
CONCLUSION :
Approval of the Agreement will allow the City to upgrade the business license software
system to the newest version. The online renewal component of the updated system
will further the Strategic Plan Goals of Good Governance , Economic Development, and
Citizen Education & Commun icatio n by allowing staff to prov ide significantly enhanced
customer service to lo cal businesses .
FISCAL IMPACT:
One-Time Upgrade Fee
Upgrad ing to the new version of the Hdl business license software will i ncur a one-time
fee of $34 ,800 . This fee covers purchasing the license for the new system , installation
and setup of the system , converting and migrating all data and reports from the current
system to the new system , and training staff to use the new system . If unexpected
difficulties occur during the data con versi on and migration su c h that additional work is
required , additional time would be billed on an hourly bas is .
The FY 2015-16 City Budget includes an allocation of $40 ,000 in the Plann ing Division
budget , which will cover the one-time fee and provide additional funds in case of any
City Council
Aug ust 18 , 2015
Page 3 of 3
unforeseen problems that incur additional time. The budget allocation is funded from
the General Fund Economic Development Reserve .
Annual User Fee
The City currently pays Hdl a $3 ,269 .96 annual fee for the use of the software by one
staff member. The Agreement provides that this amount will increase to $10 ,000
annually for three staff members. The allowance for two additional users was requested
by staff to al low more staff to access the system and provide assistance w ith the business
license program . The new annual fee will also i nclude hosting of the software system by
Hdl. By having Hdl host the software, the City avoids the capital costs of purchas ing
new computer equ i pment to host the system at City Ha ll , as well as the additiona l support
costs to insta ll and maintain the system .
The $10 ,000 annual license fee is included i n the FY 2015-16 City Budget. The
Agreement provides for this fee to increase annually based on the Consumer Price Index.
Staff will account for this increase in future City Budgets.
ATTACHMENT :
A. Amended and Restated Agreement for Business License Software and Services
with Hdl Software , LLC
ATTACHMENT A
Amended and Restated Agreement for
Business License Software and Services with
Hdl Software , LLC
Agreement f or HdL Services
City of Temple Ci ty, CA August 3, 2015
AMENDED AND RESTATED AGREEMENT FOR BUSINESS LICENSE SOFTWARE AND SERVICES
This Amended and Restated Agree ment for Business License Software and Services is made a nd
ente r ed into as of the __ day of 2015 ("Effect ive Date"), by and b e t ween the City of
Temple City, CA, a municipal corporation, here inafter referre d to as City, and Hdl Software, LLC , a
California company, hereinafter referred to as Hdl.
WHEREAS , Hdl and City ente r ed into that ce rtain Agreement for Bu sin ess License Software a nd Services
d ated November 41h, 1997 ("Original Agree m e n t"), whereby Hdl agreed to provide Hdl's Business License
Software System and r ela t ed services; and
WHEREAS , HdL and City now desire to amend and restate the Original Agreemen t to include Hdl's new
Prime Business License Software System with Web Module and related services, and provide for t he
compensat ion of the new system on the terms and condit ions set forth here in;
THEREFORE, it is agreed by City and Hdl as fo ll ows :
1. SCOPE OF SERVICES
Specific services to be performed by Hdl are as descri bed in Exhibit A .
2. COMPENSATION
City agrees to co mpensa t e Hdl for serv ices und er this Agreement as de sc ribed in Exhibit B.
3. TERM OF AGREEMENT
Th e term of this Agreement shall commence on the above wri tten date (the "Effective Date") and
sha ll continue eac h year thereafter until t e rmin ation is req ue st ed. 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 des cribed in Exhibit C.
5. NOTICE
All notices required by this Agreement shall be given to the City and to HdL in writing, by persona l
delivery or f i rst cla ss mail pos t age prepaid, addressed as follows:
City
Hd l
HdL Software, LLC
City of Tem pl e City
970 1 Las Tunas Drive
Temple City, California 91780
Hdl SOFTWARE , LLC
1340 Valley Vista Drive , Suite 200
Diamond Bar, California 91765
1
Agreement for HdL Services
City of Temple City, CA
6 . FUll FORCE AND EFFECT
August 3, 2015
T his Am ended and Restated Agreement for Bus iness License Software and Services supersedes and
r eplaces the O r ig in a l Ag r eement as o f t he Effective Date.
IN WITNESS WHEREOF, the parties hereto have caused this Ag reement to be executed on t he d ate
f i rst above written by their respective office r s du ly authorize d in that behalf.
CITY OF TEMPLE CITY Hdl SOFTWARE, LLC
By : ___________ _ By : ___________ _
Name : ______________________ __ Robe rt Gray
Title : Pres ident, Hd l Software LLC
APPROVED AS TO FORM :
City Attorney
HdL Software, LLC 2
Agreement for HdL Services
City of Temple Cit y, CA
1. Hdl Pr ime Business lice nse System
1.1. Data M ig r at ion
EXHIBIT A
SCOPE OF SE RVI CES
August 3, 2015
Hdl will convert t h e City's existing data . The City agrees to provide its current data in ASCII delimited file
format (or another format agreed upon b et ween Hdl and the City), along with a f ile layout detailing th e
content of the f ile. Thi s data will be requ ired a minimum of two times d uring the conversion process . The
City understa nd s that t he second (and any subsequent) data set mu st be provided in the same format and
layout as the firs t d ata set.
1.1.1 . Im plem e ntation -HdL 's re sponsi bi lities
Pro ject manager -Hdl will provide a project manager (PM) to gui de the so ftwa r e implementation
process. The prim ary responsibi lity for th e Hdl PM is to ensu re succes sful an d t imely comp le t ion of each
step of the software implementation schedule. The Hdl PM will work closely with the City's designated
project manage r t o define the softwa re i mplementation sche dule, identify City need s and configure the
software accord ing ly, validate the data co nversion, provide use r train ing, and gene r ally shepherd the City
through the softwa r e imp lementation process.
IT suppo rt -Hdl will provide a dedicated IT staff member to provide IT support during the software
implementation process . This in divi du al will provide the necessary instruction and assistance in order to
install the softwa r e in the City 's computi ng environment, and w ill provide any needed technica l supp ort.
Trai ning -Hdl will provide so ftware training as defined in the agreed upon software impleme ntat ion
schedule. For Hdl Prime migration, this generally consists of one (1) six hour training sess ion for up to 6
individuals.
Reports-Hdl w ill mi grate existing sta ndard Hdl reports, fo rm s or letter for use in th e Prime system.
HdL will work cl osely with City staff t o r eview of existing Ci ty licensing practices to ensure maximum
efficacy of the Prime system.
Hdl wi ll install and im plemen t the Prime-Bu siness License Web Module. City is responsible for selecting
and enroll ing w ith a third party credit card pay ment gateway vendor.
User manual -Hdl will provide a digital copy of the softwa re user manual. The City may print copies of
the manua l or d is tri bute digital copies for internal use by City staff. The user ma nual contains proprietary
and confidential information, and as such is bound by t he confidentia lity portion of this ag reement. The
use r manual m ay n ot in any ci rcu msta nces be di stributed to any 3 'd party or any individual that is not a
curren t Ci t y staff member responsib le for usi ng or maintaining the software.
1.1.2 Customer Support -Hdl Annual Use Fee
Hdl will provide customer support by t elephone, email and th e web as needed by the City during the term
of th is Ag reeme nt. In the United States , no charge support from Hdl Software is available as follows :
For customer suppo rt between the hours of 8 :00am and 5:00pm Pacific time, Monday through Friday,
email help@hdlcomp anies .com or call Hdl offices and ask for software application support. For technical
sup p ort before 8:00am or after 5:00 pm Pacific time, Monday t hro ugh Friday (o r anytime Saturday ),
email 911@h d lco mpanies.com an d an Hdl sta ff m em ber wi ll b e paged . Please onl y include your name,
agency and co ntact # in emails to 911@hdlcompanie s.com. You will be contacted as soon as po ssi ble.
HdL Softwore, LLC 3
Agreement for HdL Services
City of Temple Ci ty, CA
1. Suppo rt po licy regarding reports
August 3, 2015
Hdl provid es a number of repor t s with the installation of the software. These reports are develope d
usi ng Crystal Reports and fall into one of two catego r ies, sta nd ard or Hdl cu stom developed . Hdl
provides su pp ort on stand ard and Hdl custom d eveloped r eports, provided t hat the reports have not
been modified by th e cl ient or othe r third party. As p art of support, HdL will make minor modi fications
to reports as needed by the City. This includes change of logo, phone #, address, signatures, and
minor t ext edits. Ot her report edits and modification s r equ ested by the Ci ty are not covered und er
the Software Use Fee , and will be developed on a time and material ba sis at the current rate.
2. Soft ware Upg r ades
Exce pt to the extent that upgra d es of the software include new modules or feat ures not previously
offered as part of the software as of the date hereof, City is entitled to upgrades of t h e software with in
the terms of th is Agreement. Though rare, additional costs may apply depending on the extent of the
upgrade. Potentia l additio nal costs inclu de training, co nsu l ting, configuratio n, or other requested
services .
3. Outside Con nections to HdL data ba se
Hdl programs r ely on the integrity of the databa se to operate properly. As such, it is critical that any
outside connection to th e database be implemented with Hd l's fu ll knowl edg e and participation .
• Only "r ead only" connections will b e established to the Hdl database .
• No modi fi ca t ions will be made t o t h e Hdl database, in cluding database/table des ig n an d da ta
content.
• Any repa ir wo rk necessary du e to vio la tion s of the ab ove items wi ll not be covered by t he Softwa re
Use Fee, and as su ch will be billable to the cl ie nt on a time and materi al basis .
1.1.3. City's respo nsi bilities
Project manager -Th e City will designate a staff member to se rve as the City's project manage r
(PM). This indi vidual must be intimately involved in the dai ly business processes which the softwa re
will automat e, and be empowered to mak e, or q uick ly sec ure from manageme nt, decisions requ ir ed
for t he im plementation of the software. The primary respo nsi bility for the City PM is to ensure th at
all City res pon sibilities during the software implementat ion are met accordi ng to the agreed upon
so ftware im pl ementation sched ule. The City PM will be i nst rumental in the success ful
imple mentation of the software; working closely with the Hd l PM to ve rify data conve r sio n, re view
and approve reports, es tabli sh business ru les, and con f igu r e all aspects of the software.
IT support -The City will desig na te an IT st aff membe r to work with Hdl staff th r ou ghout the softwar e
implementation process. This i ndi vidual must be knowledgeable about t he City's compu ting
envi ron ment and be authorized to m anage the SQL Server databa se and insta ll and configure
software on the network se rve r and worksta t ions. The primary res pon sibility of the City's IT designee
is to provi de data to Hdl for conve rsion (if required).
HdL Software, LLC 4
Agreement for HdL Services
City of Temple City, CA August 3, 2015
'
I
*
EXHIBIT B
COMPENSATION
ONE-TIME COMBINED SOFTWARE LICENS E FEE AND IMPLEMENTATION FEE
Includes configuration, installation, data conversion
and migration•, report migration, best practices
review and 1 day of train ing.
At cost
See note below
$34,800 .00 Total one-t im e co st s
month*
$0 .00 per
month*
Due at "Go Live" of Prime System and prorated if
necessary. Provides ongoing software usage, support,
and system updates. Use Fee is adjusted annua lly per
CPI, and will not be less than 2% or more than 10% and
will include any amounts for City required l ice nses or
pe rmit s
Hdl will cover the cost of hosting the Prime-Business
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.
See comment below
This fee may be revised an nua lly for market costs for internet bandwidth, power and related equi pment costs . Any
increa se on the cost of the hosting serv ices will be pa ssed o n to the City of Templ e City and invoiced o n a quarterly
bas i s.
Per Day-(6 hour day)
Additional Reports and Letters
2,000.00
2,500.00
210.00
Estimate Require d
Per user license + $500 annual maintenance increase
Per hour
Programming/Other After Hdl receives a detailed description of the work
required, a Statement of Work will be provided with a
________ 1a..;;t;o,im;.:,;e~ano::d cost estimate.
HdL Software, LLC 5
Agreement for HdL Services
City of Temple City, CA August 3, 2015
Note:
* Data Conversion: I ncl ud es up to 30 hrs of data conversion time. Any work above 30hrs will be charged at $210.00 pe r
hour. Value of $3,400.
**Link for Payme nt Processor : HdL has selected Authorize .net and FIS Global as the preferred pro viders for payment
gateway and merchant account services . The Authorize.net and FIS Glo bal solu t ion has proven to be re li ab le, full f ea t ured
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 lin k. If requ ested by the City, Hdl will assess the gateway solution an d
provide an est ima te of the development cos t s.
1. Software Li cense Fee -The one-time license f ee includes the use of the software by the specifie d number of
na med users, software user manual in digital format, and all sta ndard forms and reports.
2. Software Use Fee -The an nual software use fee shall begin on the effective date of this Ag r eement. The ann ual
so ftware use fee shall be adjusted at the beg i nn i ng of each annive rsar y year following th e first year of service
to reflect any increase in t he Con sumer Price Ind ex (CPI) for All Urban Consumers for the Lo s Ange les
m etropolitan area . Each annual so f tware use f ee adj ust ment sha ll not be less than t wo pe r cent (2%) or grea t er
than t en percen t (10%) and will include any amounts pa id for any City required lic ense or p ermi t s.
3. Implem entation -The one -time implementation fee covers al l effo rts involved for instal la tion and configuration
of th e software. This includes one session o f p re-i nstallation an d process eval uation, one session of "go live"
training, installation support, desig n an d program ming of sta ndard for ms and report s, and configuration of t h e
software .
4. Travel Expense s -Trave l and lodging ex penses are billed at cos t and apply to all meetings; inclu d ing process ,
pre-in stalla tion, in stallation, tra ini ng, and supp ort. Hdl is dedicated to conserving publ ic funds, an d ensures any
travel costs are ind ee d requ ired and reaso nabl e.
5. Parcel Data -Hd l Pri me includes compre h ens ive land maintenance fu nctional ity. There are four ways to ac qu ire
th e parcel data.
a. If the City is a cl ient for Hdl property ta x services, the parcel data will be provided at no cost.
b . If the City is no t a client for Hdl property ta x services, the pa r cel data may be pu r chased from Hdl.
c. If t he City wishes to use any other source of parce l data, Hdl can work with the Ci t y t o create a re-usea bl e
import utility. The d evelopment of th is ut ility will be billed on a time and material bas is. Once the source
data has been r eviewed, a statement o f wo rk will be provided including a cos t esti m at e.
6. Customizing Services
Th e software is a table-drive n sys t em an d has been deve loped to m eet almost all of th e nee ds of a City.
Howe ve r, shou ld t h e need occur, Hdl is ava il ab le to provi d e custo m enhance m en t s to th e software on a pre-
determ ined t ime and material ba sis. No wor k shall be perfo rmed without prior written approval of the City.
7. Payment Schedule -Compen sation for t he contract amount shall be as follows :
• 60% shall be d ue and payable within 30 days of the effect ive date of the Agreement
• 30% within 60 days of the effective date of the Agreeme nt
• 10% within 30 da ys of Prime System "go-live" date
a. Trave ling Ex pe nses. Tr avel and lodging ex penses are billed at co st as they are in curred . Travel expe nses
shall be du e an d payabl e with in 30 days of th e b illing d ate.
b . Annual Softwa re Use Fee . Th e so ftware us e fee will be in vo iced each yea r on the anniversary of th e
effective date o f the Agreement, and shall be due and payable wi thin 30 days of the invoice date .
8 . Miscellaneous Expenses -Hdl will notify t he Ci ty of any misce l la neous expenses and request authorization to
proceed. Hdl wi ll not be reim bursed for any miscellaneous expenses unless authorized by the City.
M iscella neous ex penses may include travel, lodging and meal expen ses, and other ex penses wh ich are above
and beyond the ordi n ary expen ses associa t ed w ith performance of this Agr eeme nt.
HdL Software, LLC 6
Agreement for HdL Services
City of Temp le City, CA August 3, 2015
9. Pricin g Adjustments -All pricin g listed in t his contract will be hono re d througho ut im pl emen t ation of the
project. Any additio nal/optional services needed after the "go-li ve " date will be provided using t he pricing
currently established at the t ime the se rvice is requ es t ed .
HdL Software, LLC 7
Agreement for HdL Services
City of Temple City, CA
EXHIBIT C
GENERAL TERMS AND CONDITIONS
A. OWNERSHIP OF MATERIALS, CONFIDENTIALITY.
August 3, 2015
1. Software License. Hdl hereby provides a license to the City to use Hdl's Software. The software shall on ly be used by
the City . The City shall not sublet, duplic ate, modify, decompile, reverse engineer, dis assemble, 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 Ci ty to sell said software, or rights to use said software fo r the benefits of others. Th i s license is not
transferable. City shall not create any derivative work or product based on or derived fro m the Software or
documentation, or modify the Software or documentation without the prio r written cons ent of Hd l. In the event of a
breach of this provision (And without limiting Hdl's remedies), said m odification, derivative work or product based on
the Software or documentation is hereby deemed assigned to Hdl. Upon te rmination, the software license shall expire,
all copies of the software shall be removed from the City's computers and network and all d ig ital 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 f rom the Agency Data with its
various proprietary systems. No confidential or otherwise sensitive infor matio n 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 i nformation" means any information wh ic h re lates to
HdL's computer or data processing programs; data processing applications, routines, subroutines, techn iques or
systems; or business processes . City sha ll hold in confidence and shall not di sclose 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 i mposed by this Paragraph sha ll survive any expiration or termination of this
Agreement. The terms of this section shall not apply to any informatio n that is public information.
B. LICENSE , PERMITS, FEES AND ASSESSMENTS . Hdl shall obtain such licenses, perm its and approvals (collective ly the
"Permits") as may be required by law for the performance of the services required by this Ag ree ment. City shall assist Hdl
in obtaining such Permits, and City shall absorb all fees , assessments and taxes which are necessary for any Perm i ts required
to be issued by City. If City requires payment for such Permits , the associated costs w ill be included w i th the next invoice.
c. INSURANCE REQUIREMENTS. Hdl shall maintain the policies set out below, and in amounts of coverage not less than those
i ndica ted herein. Additionally , where required by City, Hdl shall name t he City as an additional insured and provide a
Certifica te of Insurance.
1. Worker's Compensa tion and Employer's Liability-In accordance with app licab l e 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 l iability 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 . Erro rs and Omissions -In addition to any other insuran ce required by this Agreement, Hdl shall provide and maintain,
during the term of this Agreement, professional liability insurance i n 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 termina ted by either party upon written noti ce 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 w i ll immediately remove the software from the City's computers and network and destroy or e rase all
co pi es of the software and any Proprietary Information and con f irm destructio n of same by sign i ng and returning to
Hdl an "Affidavit of Destruction" accepta ble 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 Comp liance Services without the need to ter minate the
agreement by sending a letter of i ntent to Hdl.
E. INDEPENDENT CONTRACTOR. Hdl shall perform the services hereunder as an independent contractor. No agent,
representat ive or employee of Hdl shall be cons idered an employee of the City .
HdL Software, LLC 8
Agreement for HdL Services
City of Tem ple City, CA August 3, 2015
F. NON-ASSIGNMENT . This Agreement is not assignable either in whole or in part by HdL or the City without the written
consent of the other party.
G. GOVERNING LAW. The laws of the State of Califo rnia shall govern the rights, obligations, duties and liabilities of the parties
to this Agreemen t and shall also govern the interpretation of this Ag reem ent.
H. INDEMNIFICATION . Hd l shall indemnify and ho l d harmless City and its officers, officials and employees from any liability
for damage or claims for persona l 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 here in, caused in whole or
i n part by any negligent act o r omission of Hdl, its officers, agents and employees under this Agreement. City shall i ndemnify
and hold ha rm less Hdl, it s officers, agents and employees, from any li ab il ity for damage o r claims for persona l i njury,
including death, as well as f rom claims for breach o f confidentiali ty or prope rty damage wh ich may arise from City's negligent
acts , errors or omissions under this Agreement .
HdL Softwore, LLC 9