HomeMy WebLinkAboutCC Resolution 10466 (Business License Software & Services)RESOLUTION NO. 10466
A RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AUTHORIZING
A CONTRACTUAL AGREEMENT BETWEEN THE CITY OF SAN
RAFAEL AND HdL SOFTWARE, LLC FOR BUSINESS LICENSE
SOFTWARE AND SERVICES.
WHEREAS, the City of San Rafael seeks the implementation of technological
advances for operations in all Departments; and
WHEREAS, the City Council of the City of San Rafael has identified the
replacement of the business license system as a priority; and
WHEREAS, replacement of the business license software is included in the
Information Services Committee five year strategic plan; and
WHEREAS, HdL, Software, LLC Associates has been determined to provide a
software application that meets the City's needs and can do so at a competitive price;
and
WHEREAS, the fiscal year 1999-2001 budgets include funds to purchase
business license software from HdL, Software LLC at a cost not to exceed $19,600 for
software and installation and $5,000 for annual maintenance after warranty;
NOW THEREFORE, BE IT RESOLVED that the City Council of the City of San
Rafael hereby authorizes the contractual agreement between the City of San Rafael
and HdL Software, LLC for the purchase of business license software and services.
I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the
foregoing Resolution was duly and regularly introduced and adopted at a regular
meeting of the Council of said City on Monday, the 19`h day of July, 1999, by the
following vote, to wit:
AYES: COUNCILMEMBERS: Cohen, Heller, Miller, Phillips & Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMENBERS: None
JEAN�'E�AII. LEOJI�I`N`lCity Clerk
GRI A lt0,�(Ot°
AGREEMENT FOR BUSINESS LICENSE SERVICES
This agreement is made and entered into as of the 19th day of JULY
1999, by and between the City of San Rafael a municipal corporation, hereinafter referred to as
City, and HdL Software, LLC, a California corporation, hereinafter referred to as HdL.
A. THE AGREEMENT
The Agreement between the City and HdL consists of the following documents and all
attachments thereto, which are hereby incorporated by reference. If there is any conflict
between the documents, the following order of precedence shall govern:
1. The contents of this Agreement as may be modified including any exhibits.
2. HdL's proposal dated March 15, 1999, and hereinafter referred to as the Proposal.
3. City's Request for Proposal dated March 19, 1999, and hereinafter referred to as
the RFP.
B. PROJECT COORDINATION
1. City. The City Manager shall be the representative of the City for all purposes
under this agreement. The Assistant Director of Management Services - Finance
Division is hereby designated the Project Manager for the City and said Project
Manager shall supervise all aspects of the progress and execution of this
Agreement.
2. HdL Software, LLC. HdL shall assign a single Project Director to have overall
responsibility for the progress and execution of this Agreement.
C. 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 nrocessina.
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 generated, which include the calculation
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.
d. The software contains data fields for the entry of other business-related
information, such as emergency contact name and address, alarm company or
patrol company information, SIC and NAIC 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 and the mandated reports to the Franchise Tax Board on magnetic media. 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, SIC code and/or amount of business license
revenue paid.
4. Securitv. 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.
6. Conversion of dbase to SQL will be provided at no cost to the City, at such time as
HdL's Business License software moves to the new platform.
D. MANAGEMENT SUPPORT
HdL is available to assist the City in evaluating 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.
E. 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 NAIC
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 the City.
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. Audit exceptions will be provided to the City for
follow up.
4. The new data set and software will be installed on the City's designated standalone
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.
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.
F. 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.
G. ESTIMATED CALENDAR OF EVENTS
0 A process meeting will be set up within 30 days of the date that this Agreement is
signed by all parties.
• 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.
• At approximately 90 days, HdL will schedule a preinstall meeting.
0 At approximately 120 days, HdL will schedule a install and training meeting.
• At approximately 150 days, HdL will schedule a final install and the City will go live
with a fully functional Business License System.
H. HARDWARE REQUIREMENTS
The business license software will be installed on hardware supplied by the City. The
HdL business license software is a Windows application requiring Microsoft Windows
3. 1, Windows 95/98 or NT.
1. A PC Pentium 266 system is required, with minimum of 32 MB of memory and a
VGA monitor. The amount of free space required on the hard drive is dependent on
the number of licenses and the extent of the history maintained, but will range
typically from 60 MB to 150 MB.
2. In a network environment, the server must be a dedicated server (not peer to peer).
The software will operate with all currently existing network software.
3. The software is designed to work with a laser printer. An HP5 or comparable is
recommended.
I. 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.
J. 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.
The acceptance date will become the anniversary date of the Agreement.
K. 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 onsite support annually.
The first year maintenance and support is provided at no cost. There is an annual
maintenance fee beginning the second year. See Paragraph N, "Compensation", for the
fee schedule.
L. CUSTOMIZATION
1. 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 on a time and material basis. No work shall be
performed by HdL without the prior approval of the City. See Paragraph N,
"Compensation", for the fee schedule.
2. City and HdL mutually agree to develop an automated process for transfer or sharing
of data between the business license system and City's permit tracking system.
M. SOFTWARE LICENSE
1. License. HdL hereby provides a license to the City to use 11dL'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 annual
maintenance fee has been paid by the City 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 others. This license is not
transferable.
2. Citv 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 which is public information.
N. COMPENSATION
1. Software license fee. The one time software license fee shall be $14,600, which is
based on 6,000 active business licenses. The payment schedule for the software
license fee shall be made according to the following schedule:
25% Upon contract execution
25% Upon preliminary install (including completion of all tables and
conversion of data)
40% Upon successful testing of all functions, including customized
programming
10% Final Acceptance (as defined Section J)
Our first year fee is based on the number of active licenses, due primarily to the amount
of conversion work required (if the City's current business license data information can
not 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.
LICENSE FEE INCLUDES: Conversion of existing data, design of standard forms,
construction of rate and business type tables, SIC code and NAIC tables, links to other
data directories, user guide manuals and three days of training.
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 SIC Code Listings, Cash Receipt, Balance Due Letter, three
Renewals, Business License Certificate, and Summaries for Rate Type, Business Type,
SIC Code and Totals/Averages.
Any additional form layout or letters will be billed at $100 per hour for staff layout of
forms, and $160 per hour for programming.
2. If the City has the following needs, an additional fee will apply as follows:
a) To establish Business Improvement District with separate fee tables, the cost is
$2,000 per district.
b) Street Address Lookup, the cost is $3,000.
The first year software license fee includes conversion of existing data, redesign of
City forms and letters, construction of rate types, business types, SIC code and
NAIC tables, links to other data directories, user guide manuals and three (3) days
of training.
3. Additional Training. Additional training will be billed at $1,000 per day. Reasonable
travel and lodging costs for training will be billed at actual cost.
4. Annual maintenance and customer sunnort fee. There is no charge for the first year of
maintenance and customer support. The annual maintenance fee shall begin at the
the second year (which includes software upgrades and support to your staff) and shall be
as follows:
Network Installation: $ 2,600 for the First User
plus: $ 800 for Each Additional User
Maximum of: $ 10,000
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 charge for those who have
inquiry rights only, or for information systems staff, department heads or code
enforcement 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 $1,000 per day. Reasonable travel and lodging costs will be billed at
actual cost.
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, 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.
5. 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 $ 135 per hour
Principal programmer $ 135 per hour
Associate $ 85 per hour
Associate programmer $ 85 per hour
Secretarial/Administrative $ 35 per hour
Reasonable travel and lodging fees will be charged at actual cost.
6. SB 90 reimbursement. Certain costs associated with the Business License Software
may be eligible for reimbursement under the provisions of SB 90. The amount of
reimbursement is dependent on State approval of the city's claim and on funds
available in the State budget. HdL will assist the City and/or its consultant in
preparation of the SB 90 claim for all eligible reimbursable costs as identified in
Government Code Section 1751.
O. TERMINATION
1. Discretionary. Either party may terminate this Agreement without cause upon
thirty (30) days written notice mailed or personally delivered to the other party.
2. Cause. Either party may terminate this Agreement for cause upon fifteen (15)
days written notice mailed or personally delivered to the other party, and the notified
party's failure to cure or correct the cause of the termination, to the reasonable
satisfaction of the party giving such notice, within such fifteen (15) day time period.
3. Effect of Termination. Upon receipt of notice of termination, neither party shall
incur additional obligations under any provision of this Agreement without the prior
written consent of the other.
4. Return of Documents. Upon termination, any and all City documents or materials
provided to HdL and any and all of HdL's documents and materials prepared for or
relating to the performance of its duties under this Agreement, shall be delivered to City
as soon as possible, but not later than thirty (30) days after termination.
5. Presentation of Notice. Upon the presentation of such notice, HdL may continue
to work through the date of termination. Upon termination as provided herein, HdL shall
be paid the value of all work.
This Agreement may terminate each year upon written notice thirty days (30) days prior
to the anniversary date of the Agreement. Upon termination, the software license shall
expire and the software shall be returned to HdL.
P. 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.
Q. INSURANCE
1. During the term of this Agreement, HdL shall maintain, at no expense to City, the
following insurance policies:
a. A comprehensive general liability insurance policy in the minimum
amount of one million ($1,000,000) dollars per occurrence for death, bodily
injury, personal injury, or property damage.
b. An automobile liability (owned, non -owned, and hired vehicles) insurance
policy in the minimum amount of one million ($1,000,000) dollars per
occurrence.
2. The Insurance coverage required of the HdL by section L.1., shall also meet the
following requirements:
a. The insurance shall be primary with respect to any insurance or coverage
maintained by City and shall not call upon City's insurance or coverage for any
contribution.
b. The insurance policies shall be endorsed for contractual liability and
personal injury.
C. The insurance policies shall be specifically endorsed to include the City,
its officers, agents, employees, and volunteers, as additionally named insureds
under the policies.
d. HdL shall provide to Project Manager, (a) Certificates of Insurance
evidencing the insurance coverage required herein, and (b) specific endorsements
naming City, its officers, agents, employees, and volunteers, as additional
insureds under the policies.
e. The insurance policies shall provide that the insurance carrier shall not
cancel, terminate or otherwise modify the terms and conditions of said insurance
policies except upon thirty (30) days written notice to City's Project Manager.
f. If the insurance is written on a Claims Made Form, then, following
termination of this Agreement said insurance coverage shall survive for a period
of not less that five years.
g. The insurance policies shall provide for a retroactive date of placement
coinciding with the effective date of this Agreement.
h. The insurance shall be approved as to form and sufficiency by Project
Manager and the City Attorney.
3. If it employs any person, HdL shall maintain worker's compensation and
employer's liability insurance, as required by the State Labor Code and other
applicable laws and regulations, and as necessary to protect both HdL and City
against all liability for injuries to HdL's officers and employees.
4. Any deductibles or self-insured retention's in HdL's insurance policies must be
declared to and approved by the Project Manager and the City Attorney. At
City's option, the deductibles or self-insured retention's with respect to City shall
be reduced or eliminated to City's satisfaction, or HdL shall procure a bond
guaranteeing payment of losses and related investigations, claims administration,
attorney's fees and defense expenses.
R. YEAR 2000 COMPLIANCE
HdL represents and expressly warrants that the software is designed to be used prior to,
during, and after the calendar year 2000 A.D., and that the software will continue to
operate as designed during such time periods without error relating to date data,
specifically including any error relating to, or the product of, date data which represents
or references different centuries, or more than one century. HdL further represents and
expressly warrants that the software is year 2000 compatible, including, but not limited
to: date data century recognition; calculations which accommodate same -century and
multi -century formulas and date values; the ability to correctly process dates for Leap
Years; and date data interface values that reflect the correct century. For purposes of this
section, "date data" shall mean any data or input which includes an indication of or
reference to date.
S. WARRANTY
The Business License software shall be under warranty for one year from date of
acceptance. HdL shall be responsible for all labor and pick-up and delivery related to
updates or corrections during the warranty period.
T. 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.
U. 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.
V. INDEMNIFICATION
HdL shall indemnify, defend 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. City agrees to and shall defend HdL and
its officers, agents and employees from any suits or actions at law or in equity for damage
caused, or alleged to have been caused, by reason of any of the aforesaid negligent acts,
errors or omissions.
W. CITY BUSINESS LICENSE / OTHER TAXES
HdL shall obtain and maintain during the duration of this Agreement, a City business
license as required by the San Rafael Municipal Code. HdL shall pay any and all state
and federal taxes and any other applicable taxes except any sales tax which may be
applicable to any software or hardware acquired under this Agreement shall be paid by
the City. HdL's taxpayer identification number 95-4627548, and HdL certifies under
penalty of perjury that said taxpayer identification number is correct.
X. 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 SAN RAFAEL
Attn: Finance Division
1400 Fifth Avenue
San Rafael, California 94915
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 date first above written by their respective officers duly authorized in that
behalf.
CITY OF SAN RAFAEL:
By:
Rod Gould, City Manager
ATTEST:
Jea MLeonc ni, City Clerk
APPRO D RM:
/ . _
lark E. uin , City At mey
HdL SOFTWARE, LLC:
By: kx-vG
Nancy Hick -s, Principal