HomeMy WebLinkAbout HdL Software LLCAGREEMENT
THIS AGREEMENT is made and entered into on the 1 day of December, 2015
by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as
"TOWN") and HDL SOFTWARE LLC (hereinafter referred to as "CONTRACTOR").
In consideration of their mutual covenants, the parties hereto agree as follows:
1. CONTRACTOR. Shall provide or furnish the following specified services and/or
materials:
See Exhibit A.
2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a
part of this Agreement:
Proposal from CONTRACTOR dated November 9, 2015
3. TERMS. The services and/or materials furnished under this Agreement shall
commence on Agreement Date and shall continue each year thereafter unless
terminated pursuant to Section 5(f).
4. COMPENSATION. For the full performance of this Agreement:
a. TOWN shall pay CONTRACTOR thirteen dollars and zero cents ($13.OQ) per
business license processed, as detailed in Section 1 of Exhibit 1 B within
thirty (30) days following receipt of invoice and completion/delivery of
services/goods as detailed in Sections 1, 2, and 3 of this Agreement
and only upon satisfactory delivery/completion of goods/services in
a manner consistent with professional/industry standards for the area
in which CONTRACTOR operates. TOWN is not responsible for paying for any
work done by CONTRACTOR or any subcontractor above and beyond the not to
exceed amount.
b. Town shall not reimburse for any of CONTRACTOR's cost or expenses to
deliver any services/goods, including implementation cost. Town shall not be
responsible for any interest or late charges on any payments from Town to
CONTRACTOR.
c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/
subcontractors to ensure delivery of goods/services within the terms of this
Agreement. TOWN will not accept or compensate CONTRACTOR for
incomplete goods/services.
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5. GENERAL TERMS AND CONDITIONS.
a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold
harmless the TOWN, its officers, agents and employees from any and all
demands, claims or liability of personal injury (including death) and property
damage of any nature, caused by or arising out of the performance of
CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work
product, CONTRACTOR agrees to indemnify, defend and hold harmless the
TOWN, its officers, agents and employees from any and all demands, claims or
liability of any nature to the extent caused by the negligent performance of
CONTRACTOR under this Agreement.
b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance
before commencing any services under this Agreement as follows:
WORKERS COMPENSATION INSURANCE: Minimum statutory
limits.
COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE
INSURANCE: General Liability and Property Damage Combined.
$1,000,000.00 per occurrence including comprehensive form,
personal injury, broad form personal damage, *contractual and
premises/operation, all on an occurrence basis. If an aggregate limit
exists, it shall apply separately or be no less than two (2) times the
occurrence limit.
iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence.
iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate.
v. NOTICE OF CANCELLATION: The City requires 30 days written
notice of cancellation. Additionally, the notice statement on the
certificate should not include the wording "endeavor to" or "but failure
to mail such notice shall impose no obligation or liability of any kind
upon the company, its agents or representatives."
vi. CERTIFICATE OF INSURANCE: Prior to commencement of services,
evidence of insurance coverage must be shown by a properly
executed certificate of insurance and it shall name "The Town of Los
Altos Hills, its elective and appointed officers, employees, and
volunteers" as additional insureds.
vii. To prevent delay and ensure compliance with this Agreement, the
insurance certificates and endorsements must be submitted to:
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Town of Los Altos Hills Page 2 of 4
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c. NON-DISCRIMINATION. No discrimination shall be made in the employment of
persons under this Agreement because of the race, color, national origin, age,
ancestry, religion or sex of such person.
d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement
is not a contract of employment and does not create an employer-employee
relationship between the TOWN and CONTRACTOR. At all times
CONTRACTOR shall be an independent contractor and CONTRACTOR is not
authorized to bind the TOWN to any contracts or other obligations without the
express written consent of the TOWN. In executing this Agreement,
CONTRACTOR certifies that no one who has or will have any financial interest
under this Agreement is an officer or employee of TOWN.
e. CHANGES. This Agreement shall not be assigned or transferred without
advance written consent of the TOWN. No changes or variations of any kind are
authorized without the written consent of the City Manager. This Agreement may
only be amended by a written instrument signed by both parties.
f. TERMINATION. This Agreement may be terminated by TOWN upon ninty (90)
days written notice to CONTRACTOR. Monies owed for work satisfactorily
completed shall be paid to CONTRACTOR within 90 days of termination.
g. RECORDS. All reports, data, maps, models, charts, studies, surveys,
calculations, photographs, memoranda, plans, studies, specifications, records,
files, or any other documents or materials, in electronic or any other form, that
are prepared or obtained pursuant to this Agreement and that relate to the
matters covered hereunder shall be the property of the TOWN. CONTRACTOR
hereby agrees to deliver those documents to the TOWN at any time upon
demand of the TOWN. It is understood and agreed that the documents and
other materials, including but not limited to those described above, prepared
pursuant to this Agreement are prepared specifically for the TOWN and are not
necessarily suitable for any future or other use. Failure by CONTRACTOR to
deliver these documents to the TOWN within a reasonable time period or as
specified by the TOWN shall be a material breach of this Agreement. TOWN and
CONTRACTOR agree that until final approval by TOWN, all data, plans,
specifications, reports and other documents are preliminary drafts not kept by the
TOWN in the ordinary course of business and will not be disclosed to third
parties without prior written consent of both parties. All work products submitted
to the TOWN pursuant to this Agreement shall be deemed a "work for hire."
Upon submission of any work for hire pursuant to this Agreement, and
acceptance by the TOWN as complete, non-exclusive title to copyright of said
work for hire shall transfer to the TOWN. The compensation recited in Section 4
shall be deemed to be sufficient consideration for said transfer of copyright.
CONTRACTOR retains the right to use any project records, documents and
materials for marketing of their professional services.
Town of Los Altos Hills Page 3 of 4
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h. ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the Parties. Any ambiguities or disputed terms between this Agreement
and any attached Exhibits shall be interpreted according to the language in this
Agreement and not the Exhibits.
6. INVOICING. Send all invoices to the contract coordinator at the address below.
This Agreement shall become effective upon its approval and execution by TOWN. In
witness whereof, the parties have executed this Agreement the day and year first
written above.
CONTRACT COORDINATOR and
representative for TOWN: CONTRACTOR:
Deborah Padovan
City Clerk
Town of Los Altos Hills By:
26379 Fremont Road Signature Date
Los Altos Hills, CA 94022
Print name, Titl
TOWN OF LOS ALTOS HILLS:
/7& j j
By: %z, '
Carl Cahill, City Mana br Date
Town of Los Altos Mills Page 4 of 4
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Agreement for HdL Services
Town of Los Altos Hills
Exhibit 1
AGREEMENT FOR BUSINESS LICENSE SERVICES
November 24, 2015
This Agreement is made and entered into as of the 24 day of November 2015 (the "Agreement
Date"), by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and HDL
SOFTWARE LLC (hereinafter referred to as "HDL"), a California company.
WHEREAS, TOWN desires to enforce its business license ordinance to ensure that all persons and
organizations doing business within the City are licensed; and
WHEREAS, HDL has the programs, equipment and personnel required to deliver the services referenced
herein;
THEREFORE, it is agreed by TOWN and HDL as follows:
1. SCOPE OF SERVICES
Specific services to be performed by HDL are as described in Exhibit A. Includes scope, schedule,
support, and system requirements.
2. COMPENSATION
City agrees to compensate H DL for services under this Agreement as described in Exhibit B.
3. TERM OF AGREEMENT
The term of this Agreement shall commence on the Agreement 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 areas described in Exhibit C.
5. 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:
TOWN Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
HDL HdL SOFTWARE, LLC
1340 Valley Vista Drive, Suite 200
Diamond Bar, California 91765
HdL Software, LLC
Agreement for HdL Services
Town of Los Altos Hills
November 24, 2015
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first
above written by their respective officers duly authorized in that behalf.
TOWN OF LOS ALTOS HILLS HDL
By:_
Name:
Title:
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
HdL Software, LLC
By:
Robert Gray
President, HdL Software LLC
Agreement forHdL Services
Town of Los Altos Hills
EXHIBIT 1A - SCOPE OF SERVICE
November 24, 2015
1. Business Tax Operations Management
1.1. Tax Registration Database Management— HdL will transfer the City's existing databases as they relate to
business license into HdL's internal administration tools. HdL will maintain the data and provide copies of
data or reports at the City's request. City will not be required to use or maintain any software in house for
managing the business license registry.
1.2. Renewal Processing—Send active business license accounts a renewal notice within 30 days of the renewal
period end date. Accounts will receive all applicable forms necessary to complete the renewal process.
1.3. New Account Processing — HdL will process any new business license applications and complete the new
account registration process in a timely fashion.
1.4. Payment Posting/Processing -- HdL will process all payments for new and renewal accounts. License
accounts will be updated with payment information and revenues will be remitted to the City net banking
and related processing fees on no less than a monthly basis.
1.5. Business Support Center — HdL will provide businesses with multiple support options for registering,
renewing, making payments and for general inquiries. Businesses will have access to our license specialists
Monday through Friday, 8:00am to 5:00pm Pacific, via phone, mail, e-mail, fax, and the Business Support
Center On -Line.
I.G. On -Line Filing & Payment Processing — HdL will make available options for businesses to visit a website,
linked to the City's website, to submit online transactions.
2. Business Tax Compliance Services — HdL will ensure a level playing field for the business community
and maximized revenues to the Town through the Compliance Management Program. Discovery services will
be conducted to identify and register businesses that are subjected to license but not properly registered.
Audit services will identify under reported tax liability for business and lodging providers. Collections Services
will collect known debt from licensed accounts that do not pay in full during the registration or renewal
process. The scope of work to be performed under the compliance management program will be mutually
agreed to by HdL and City prior to implementation.
2.1. Discovery— Discovery services are designed to identify entities subject to licensure/taxation that are not
currently registered or otherwise non-compliant.
2.1.1. Lead Identification — Develop a list of entities subject to licensure/taxation within the City.
2.1.2. Exception Resolution — Compare the list to City registration databases to remove properly registered
businesses and identify and remove other potential exceptions.
2.1.3. Compliance Communication Process — Initiate Contact with confirmed entities through a series of
City approved communication methods. HdL makes every effort to simplify the process for taxpayers
and utilizes a variety of mediums for communication including mail, telephone, email, and web -site
access. Potential non-compliant entities are notified of their options to comply or dispute their non-
compliant status. HdL offers extended office hours for support via our Business Tax Service Center
available to taxpayers 8:00am — 5:00pm Monday - Friday.
2.1.4. Document Submission / Processing -- Review Taxpayer submissions such as applications for
completion and accuracy prior to processing. Collect Additional documentation such as a home
occupation permits and forwarded to other City departments either as a pre -requisite or as a courtesy
for the taxpayer and other departments. All submissions are filed and stored electronically and made
available to the City upon request.
2.1.5. Invoicing — Once application has been approved, invoice entity indicating detailed tax calculations
and balances owed. Taxpayers are given the opportunity to pay their balances via mail, online, other
methods. HdL will provide Taxpayers continued access to Business Tax Service Center for any
questions or disputes arising from the invoice process.
2.1.6. Remittance — Upon collection of all requirements including payment, application and other
prerequisites, HdL will prepare a remittance package including payment documentation as well as
copies of all taxpayer correspondence and relevant information. Remittances are done on no less
than a monthly basis. Remittances packages done electronically via the HdL electronic remittance
process will include Applications and other relevant Information an electronic format. Revenues
received are deposited into an HdL trust account and funds are distributed to the City in one payment
net HdUsfees.
HdL Software, LLC
Agreement far HdL Services
Town of Los Altos Hills
November 24, 2015
2.2. Audit —Audit services are designed to identify businesses that are registered but not properly reporting or
paying the correct amounts. The specific services to be performed which may include:
2.2.1. HdL will identify potential underreporting and/or misclassified businesses by comparing City records
with HdL business inventories
2.2.2. Review/Audit entitles mutually agreed to by City and HdL that are identified as potential
underreporting businesses or other entities requiring review.
2.23. Submit audit summaries to City staff and meet with staff to review and discuss further actions
2.2.4. Educate businesses on proper reporting practices
2.2.5. Invoice and collect identified deficiencies
2.3. City's responsibilities
2.3.1. Data — City will provide its business license database (registrations, payments, and any other
information necessary for the compliance process or to facilitate HdL's invoicing of services) to HdL
according to a schedule acceptable to both HdL and the City. City agrees to provide the data as long
as this Agreement is active, and thereafter for so long as HdUs right to invoice for services rendered
continues.
2.3.2. City agrees to use reasonable and diligent efforts to collect, or to assist HdL in the collection of,
deficiencies identified by HdL pursuant to this Agreement.
HdL Software, LLC
Agreement, for HdL Services
Town of Los Altos Hills November 24, 2015
EXHIBIT 113 - COMPENSATION
1. Business Tax Operations Management Services
1.1. Compensation - HdUs compensation for performing Operations Management Services related to business
license is a fixed fee of $13 per processed account. The service startup fee has been waived. City will be
invoiced quarterly for accounts processed during the quarter. For the purpose of compensation
calculation, processed account means any new registration processed by HdL, and accounts that are mailed
a renewal notice by HdL.
1.2. CPI Adjustment— Fees for Operations Management Services are adjusted at the beginning of each calendar
year by the change in the Consumer Price Index—West Urban (CPI-WU) as reported bythe Bureau of Labor
Statistics. Each annual adjustment will not be less than two percent (2%) or greaterthan ten percent (10%).
1.3. 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.
2. Business Tax Compliance Services
2.1. Discovery— HdL's fee for performing discovery services shall be a contingency fee of 40% of the revenues
received as a result of the service. This fee applies to monies received for the current tax/license period
and any other prior period collected, including monies received for taxes, penalties, interest, and fees.
2.1.1. City Discovery Discount— Hdl's fee for following up on accounts that are identified and confirmed as
non-compliant by the City shall be a contingency fee of 25% of the revenues received as a result of
the service. This fee also applies to delinquent business license tax accounts referred by the City as
failing to make payment or properly renew an existing license.
2.2. Audit— HdL's fee for performing Audit services shall be a contingency fee of 40% of the revenues received
as a result of the service. This fee applies to monies received for the current tax/license period and any
other prior period collected, including monies received for taxes, penalties, interest, and fees.
2.3. Collection — HdUs fee for performing collections services shall be a contingency fee of 25% of the revenues
received as a result of the service. This fee applies to monies received for the current tax/license period
and any other prior period collected, including monies received for taxes, penalties, interest, and fees.
2.4. Option to waive business tax recovery — City may, at its discretion, elect to waive or reduce the business
tax recovery for a business. Should the City elect to waive all or a portion of the deficiency identified by
HdL, HdL shall be entitled to compensation in the amount of one half (1/2) of the compensation HdL would
have otherwise earned on the waived/reduced amount. Deficiencies which are uncollectable due to
insolvency or dissolution of the customer, or for deficiencies which are otherwise incapable of collection
(e.g. statute of limitations or other legal defense) shall not be considered a voluntary election to waive by
the City, and thus HdL would not be entitled to compensation for these amounts.
2.5. 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.
3. Payment
HdL will provide detailed invoices for all work completed. City will submit payment to HdL within 30 days of
receiving the invoice.
HdL Software, LLC
Agreement for HdL Services
Town of Los Altos Hills
EXHIBIT 1C
GENERAL TERMS AND CONDITIONS
November 24, 2015
1. OWNERSHIP OF MATERIALS, CONFIDENTIALITY.
1.1. Software License. If access to any HdL software systems are provided to City as part of this Agreement, HdL hereby
provides a license to the City to use HdUs software while the associated service is in effect through this Agreement.
The software shall only be used by the City. The City shall not sublet, duplicate, modify, decompile, reverse engineer,
disassemble, or attempt to derive the source code of said software. The license granted hereunder shall not imply
ownership by City of said software, rights of the Cityto sell said software, or rights to use said software forthe benefits
of others. This license is not transferable. City shall not create any derivative work or product based on or derived
from the Software or documentation, or modify the Software or documentation without the prior written consent of
HdL. In the event of a breach of this provision (And without limiting HdL's remedies), said modification, derivative work
or product based on the Software or documentation is hereby deemed assigned to HdL. Upon termination, the
software license shall expire, all copies of the software shall be removed from the City's computers and network and
all digital copies deleted or otherwise destroyed.
1.2. Agency Data. HdL acknowledges that the data provided by the City ("Agency Data") during the course of this
Agreement is the property of the City. City authorizes HdL to access, Import, process and generate reports from the
Agency Data with its various proprietary systems. No confidential or otherwise sensitive information will be released.
If appropriate, at the termination of this Agreement the Agency Data will be made available to the City In a format
acceptable to both the City and HdL.
1.3. Proprietary Information. As used herein, the term "proprietary information" means any information which relates to
HdL's software systems, audit processes or related services, techniques, or general business processes. City shall hold
in confidence and shall not disclose to any other party any HdL proprietary information In connection with this
Agreement, or otherwise learned or obtained by the City in connection with this Agreement. The obligations imposed
by this Paragraph shall survive any expiration or termination of this Agreement. The terms of this section shall not
apply to any information that is public information.
2. OPTIONAL SERVICES. Optional services beyond the scope of this Agreement are available at HdL's hourly rates in effect at
the time service Is requested. HdL will provide City a Statement of Work specifying the scope, timellne, and cost for the
requested service. Depending on the personnel assigned to perform the work, HdUs standard hourly rates range between
$75 and $275 per hour.
3. MISCELLANEOUS EXPENSES. HdL will notify the City of any miscellaneous expenses and request authorization to proceed.
HdL will not be reimbursed for any miscellaneous expenses unless authorized by the City. Miscellaneous expenses may
include travel, lodging and meal expenses, and other expenses which are above and beyond the ordinary expenses
associated with performance of this Agreement.
4. PRICING ADJUSTMENTS. All pricing listed in this Agreement will be honored during initial implementation of the services.
Any additional/optional services needed after services are active will be provided using the pricing currently established at
the time the service is requested.
5. LICENSE, PERMITS, FEES AND ASSESSMENTS. HdL shall obtain such licenses, permits and approvals (collectively the
"Permits") as may be required by law for the performance of the services required by this Agreement. City shall assist HdL
In obtaining such Permits, and City shall absorb all fees, assessments and taxes which are necessary for any Permits required
to be issued by City. If City requires payment for such Permits, the associated costs will be included with the next Invoice.
6. INSURANCE REQUIREMENTS. HdL shall maintain the policies set out below, and in amounts of coverage not less than those
Indicated herein. Additionally, where required by City, HdL shall name the City as an additional insured and provide a
Certificate of Insurance.
6.1. Worker's Compensation and Employer's Liability- In accordance with applicable law.
6.2. Comprehensive General Liability - Bodily injury liability in the amount of $1,000,000 for each person in any one
accident, and $1,000,000 for injuries sustained by two or more persons In anyone accident. Property damage liability
In the amount of $1,000,000 for each accident, and $2,000,000 aggregate for each year of the policy period.
6.3. Comprehensive Automobile Liability - Bodily injury liability coverage of $1,000,000 for each accident.
6.4. Errors and Omissions - In addition to any other insurance required by this Agreement, HdL shall provide and maintain,
during the term of this Agreement, professional liability insurance in the amount of $1,000,000 as evidenced by a
Certificate of Insurance.
7. TERMINATION. This Agreement, or individual services provided by this Agreement, may be terminated as follows:
7.1. Software --Software services may be terminated by either party upon written notice at least 90 days prior to the end
of the established annual billing cycle. Software services are provided on an annual basis. No credit will be provided
for any unused portion of the annual term. Upon termination, the software license shall expire and (a) City will
Immediately remove the software from computers, servers and network, and destroy or erase all copies of the
software and any Proprietary Information and confirm destruction of same by signing and returning to HdL an
"Affidavit of Destruction" acceptable to HdL, and (b) upon City's request, HdL will assist In extracting the City data In a
format acceptable to both the City and HdL.
HdL Software, LLC
Agreement for HdL Services
Town of Los Altos Hills
November 24, 2015
7.2. Services - City may discontinue a service by sending a letter of intent to HdL at least 90 days prior to desired last date
of service.
B. INDEPENDENT CONTRACTOR. HdL shall perform the services hereunder as an independent contractor. No agent,
representative or employee of HdL shall be considered an employee of the City.
9. NON -ASSIGNMENT. This Agreement is not assignable either in whole or in part by HdL or the City without the written
consent of the other party.
10. GOVERNING LAW. The laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties
to this Agreement and shall also govern the interpretation of this Agreement.
11. INDEMNIFICATION. HdL shall indemnify and hold harmless City and its officers, officials and employees from any liability
for damage or claims for personal injury, including death, as well as from claims for breach of confidentiality or property
damage, including attorney fees, which may arise out of the performance of the work described herein, caused in whole or
in part by any negligent act or omission of HdL, its officers, agents and employees 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