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HomeMy WebLinkAboutContract 0863 • PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF CATHEDRAL CITY AND HdL Software, LLC Business License Services THIS AGREEMENT, is made and entered into this 14th day of November, 1997, by and between the City of Cathedral City, a municipal corporation located in the County of Riverside, State of California, hereinafter referred to as "City", and HdL Software, LLC, hereinafter referred to as "Consultant". RECITALS: A. The City desires to retain the services of a qualified consultant to provide, on an independent contractor's basis, professional services in connection with business license services. B. It has been determined by the City that Consultant, based on its past record with working for other public agencies on similar public projects, has the requisite qualifications to provide the services described herein. C. Based on Consultant's past experience with the City and similar projects, it is "uniquely" qualified to perform the services described in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, benefits and promises herein stated, the parties agree as follows: Section 1. SCOPE OF SERVICES Consultant shall provide to the City those services as set forth in the "Scope of Services", attached hereto as Exhibit "A", and incorporated herein by this reference as though set forth at length. Section 2. COMPENSATION The City shall pay for the services rendered by Consultant pursuant to this Agreement an amount not to exceed the total amount of compensation as shown under "Compensation" in Exhibit A, unless an amendment to this Agreement, signed by both parties, provides otherwise. HdL Software, LLC Professional Services Agreement Page 1 of 18 Section 3. - PAYMENT SCHEDULE The City shall pay Consultant according to the "Compensation" section, included in Exhibit "A", and incorporated herein by this reference as though set forth at length. Section 4. INDEPENDENT CONTRACTOR'S STATUS Consultant shall at all times during the term of this Agreement perform the services described in this Agreement as an independent contractor. Section 5. REPRESENTATIONS AND ACKNOWLEDGMENTS REGARDING INDEPENDENT CONTRACTOR'S STATUS OF CONSULTANT a. Consultant represents and acknowledges the following: (1) The City is not required to provide any training to Consultant or its employees in order for Consultant to perform the services described in this Agreement. (2) Performance of the services described in this Agreement do not have to be integrated into the daily business operations of the City. (3) The services described in this Agreement can be performed without the use of City equipment, materials, tools or facilities, except as described in Exhibit A. (4) Nothing in this Agreement shall be interpreted to imply that the City must maintain any contractual relationship with Consultant on a continuing basis after termination of this Agreement. (5) The City will not be requested or demanded to assume any liability for the direct payment of any salary, wage or other such compensation to any person employed by Consultant to perform the services described in this Agreement. (6) Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are "employees" of the City. b. The City represents and acknowledges the following: (1) Consultant is not required to comply with daily instructions from City staff with respect to when, where or how Consultant must perform the services set forth in this Agreement. HdL Software, LLC Professional Services Agreement Page 2 of 18 (2) Consultant is solely responsible for determining who, under the supervision or direction of Consultant, will perform the services set forth in this Agreement. (3) The City will not hire, supervise or pay any assistants working for Consultant pursuant to this Agreement. (4) Nothing in this Agreement shall be interpreted to imply that the Consultant must maintain any contractual relationship with the City on a continuing basis after termination of this Agreement. (5) It is the sole responsibility of Consultant to set the hours in which Consultant performs or plans to perform the services set forth in this Agreement. (6) Consultant is not required to devote full time to the business operations of the City in order to perform the services set forth in this Agreement. (7) Unless deemed necessary under certain circumstances, Consultant is not required to perform the services set forth in this Agreement at City Hall or on City- owned property. (8) Other than attendance at required public meetings and public hearings and complying with procedural requirements set forth by law, Consultant is not required to perform the services set forth in the Agreement in any particular order or sequence. (9) Nothing in this Agreement shall be interpreted to preclude Consultant from working for other persons or firms, provided that such work does not create a conflict of interest. Section 6. NOT AGENT OF THE CITY a. Nothing contained in this Agreement shall be deemed, construed or represented by the City or Consultant or by any third person to create the relationship of principal and agent. b. Consultant shall have no authority, expressed or implied, to act on behalf of the City in any capacity whatsoever as an agent, nor shall Consultant have any authority, expressed or implied, to bind the City to any obligation whatsoever. Section 7. QUALIFICATIONS Consultant represents that it has obtained and will maintain at all times during the term of this Agreement all professional and/or business licenses, certifications and/or HdL Software, LLC Professional Services Agreement Page 3 of 18 • permits necessary for performing the services described in this Agreement. Section 8. WARRANTY. Consultant warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. Section 9. FAMILIARITY WITH WORK. a. By executing this Agreement, Consultant warrants that (1) it has thoroughly investigated and considered the work to be performed, (2) it has investigated the site of the work and fully acquainted itself with the conditions there existing, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. b. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by the City, it shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City. Section 10. CONFLICTS OF INTEREST Consultant covenants that it nor any officer of the corporation has any interest, nor shall it acquire an interest, directly or indirectly, which would conflict in any manner with the performance of Consultant's services under this Agreement. Section 11. COMPLIANCE WITH LAWS Consultant shall comply with all local, state and federal laws and regulations applicable to the services required hereunder. Section 12. NONDISCRIMINATION a. Consultant shall comply with the City's employment related nondiscrimination policies as set forth in the City's Municipal Code, as it may be amended from time to time. b. Consultant acknowledges that the City's employment related nondiscrimination policies prohibit discrimination on the basis of an individual's sex, marital status, race, color, religion, ancestry, national origin, physical handicap, domestic HdL Software, LLC Professional Services Agreement Page 4 of 18 partnership status, and sexual orientation. Section 13. COMPREHENSIVE GENERAL AND AUTOMOBILE LIABILITY INSURANCE Consultant shall procure and maintain at its own expense, during the term of this Agreement, comprehensive general liability insurance of not less than One Million Dollars ($1,000,000.00) combined single limit per occurrence for bodily injury, personal injury and property damage. Section 14. WORKMAN'S COMPENSATION INSURANCE a. Consultant shall procure and maintain at its own expense, during the term of this Agreement, workman' compensation insurance, providing coverage as required by the California State Workman's Compensation Law. b. If any class of employees employed by the Consultant pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Consultant shall provide adequate insurance for the protection of such employees to the satisfaction of the City. Section 15. ADDITIONAL NAMED INSURED Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by all policies, except for Worker's Compensation, Errors and Omissions and Professional Liability coverage, shall bear an endorsement whereby it is provided that, the City and its officers, employees, servants, volunteers and agents and independent contractors, including without limitation, the City Manager, Assistant City Manager, Administrative Services Director, Risk Manager, Economic Development Director, Community Development Director, Police Chief, Fire Chief, City Engineer and City Attorney, as named as additional insureds. Section 16. WAVIER OF SUBROGATION RIGHTS Consultant shall require the carriers of all required insurance policies to waive all rights of subrogation against the City and its officers, volunteers, employees, contractors and subcontractors. HdL Software, LLC Professional Services Agreement Page 5 of 18 Section 17. TERMINATION OR SUSPENSION a. This Agreement may be terminated or suspended without cause by the City at any time provided that the City provides Consultant at least (30) business days' written notice of such termination or suspension. b. This Agreement may be terminated or suspended with cause by the City at any time provided that the City provides at least (30) business days' written notice of such termination or suspension. c. This Agreement may be terminated by Consultant with cause at any time provided that Consultant provides the City at least (30) business days' written notice of such termination. d. Upon termination, the software license shall expire and the software shall be returned to HdL. Section 18. TIME OF THE ESSENCE • Time is of the essence in the performance of this Agreement. Section 19. INDEMNIFICATION a. Consultant shall defend, indemnify and hold harmless City, its officers, employees, representatives and agents, from and against those actions, suits, proceedings, claims, demands, losses, costs and expenses, including legal costs and attorneys' fees for any personal injuries, deaths, property damage (including property owned by the City) and for errors and omissions committed by Consultant, its officers, employees, independent contractors and agents, which may arise out of Consultant's negligent performance of the services described in this Agreement, unless such losses or damages are proven to caused by the City's own negligence or that of its officers or employees. b. The City does not, and shall not, waive any rights that it may have against Consultant under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section shall apply regardless of whether or not said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense described herein. c. 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 HdL Software, LLC Professional Services Agreement Page 6 of 18 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. Section 20. RECORDS a. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the City to evaluate the cost and the performance of such services. b. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principals. c. The City shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. Section 21. OWNERSHIP OF DOCUMENTS a. Except as noted under "Software License" in Exhibit A, upon completion of any document or report required to be provided by Consultant in the course of performing any of the services described in this Agreement, or upon earlier termination of this Agreement, all completed original documents and/or reports and any designs, drawings, calculations, diskettes, computer files, notes, and other related materials prepared or produced in connection with such documents or reports shall become the sole property of the City and may be used, reused on any other project by the City without the permission of Consultant. b. All computer files produced in connection with the services described in this Agreement shall be provided to the City in a form and format that is compatible with the City's existing computer equipment and software. Section 22. CONFIDENTIALITY a. Any and all documents and information obtained from the City or prepared by Consultant for the City shall be kept strictly confidential. b. The drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the City Engineer or as HdL Software, LLC Professional Services Agreement Page 7 of 18 required by law. c. Consultant shall not disclose to any other entity or person any information regarding the activities of the City, except as required by law or as authorized by the City. Section 23. PRINCIPAL REPRESENTATIVES a. Ms. Nancy Hicks is designated as the principal representative of Consultant for purpose of communicating with the City on any matter associated with the performance of the services set forth in this Agreement. b. The Accounting Services Manager shall be the principal representative of the City for purposes of communicating with Consultant on any matter associated with the performance of the services set forth in this Agreement. c. Either party may designate another individual as its principal representative by giving notice of such designation to the other party. d. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Section 24. MODIFICATIONS AND AMENDMENTS This Agreement may be modified or amended only by a written instrument signed by both parties. Section 25. ENTIRE AGREEMENT a. This Agreement supercedes any and all other agreements, either oral or written, between the City and Consultant with respect to the subject matter of this Agreement. b. This Agreement contains all of the covenants and agreements between the parties with respect to the subject matter of this Agreement, and each party to this Agreement acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any party except those covenants and agreements embodied in this Agreement. c. No agreement, statement or promise not contained in this Agreement shall be valid or binding. HdL Software, LLC Professional Services Agreement Page 8 of 18 Section 26. NOTICES a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the parties as follows: To the City: Accounting Services Manager City of Cathedral City 35-325 Date Palm Drive, Suite 136 P.O. Box 5001 Cathedral City, California 92235-5001 To Consultant: Ms. Nancy Hicks HdL Software, LLC 1340 Valley Vista Drive, Suite 200 Diamond Bar, CA 91765 b. Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail. Section 27. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES No officer or employee of the City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by the city or for any amount which may become due to Consultant or to its successor, or for any breach of any obligation of the terms of this Agreement. Section 28. INTERPRETATION This Agreement shall not be interpreted against either party on the grounds that one of the parties was solely responsible for preparing it or caused it to be prepared as both parties were involved in drafting it. Section 29. WAIVER a. No waiver shall be binding, unless executed in writing by the party making the waiver. b. No waiver of any provision of this Agreement shall be deemed, or shall HdL Software, LLC Professional Services Agreement Page 9 of 18 constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. c. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the remaining provisions of this Agreement. Section 30. ASSIGNMENT a. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. b. This Agreement shall not be assigned by either party without prior written consent of the other party. Section 31. CARE OF WORK a. Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Consultant, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by the City, except such losses or damages as may be caused by the City's own negligence. b. The performance of services by Consultant shall not relive Consultant from any obligation to correct any incomplete, inaccurate or defective work at no further cost to the city, when such inaccuracies are due to the negligence of Consultant. Section 32. ARBITRATION a. The parties shall submit all disputes relating to this Agreement, whether contract, tort, or both to binding arbitration, in accordance that California Code of Civil Procedure sections 1280 through 1293.2, as set forth in this Agreement. b. Either party may enforce the award of the arbitrator under Section 1285 of the California Code of Civil Procedure. Section 33. ARBITRATION PROCESS a. The party demanding arbitration shall submit a written claim to the other party, setting out the basis of the claim and proposing the name of an arbitrator. HdL Software, LLC Professional Services Agreement Page 10 of 18 b. The responding party shall have ten business days in which to respond to this demand with a written answer. c. If the response is not timely made, or if the responding party agrees with the person proposed as the arbitrator, then the person named by the demanding party shall serve as the arbitrator. d. If the responding party submits a written answer rejecting the proposed arbitrator then, unless the parties agree on an arbitrator, on the request of either party, the American Arbitration Association shall select an arbitrator. e. The arbitration shall take place in Cathedral City, California at a time and place selected by the arbitrator. Section 34. CAPTIONS AND HEADINGS The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading. Section 35. SEVERABILITY If any one or more of the sentences, clauses, paragraphs or sections contained herein is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement. and shall not affect, impair or invalidate any of the remaining sentences, clauses, paragraphs or sections contained herein. Section 36. GOVERNING LAW The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties under this Agreement, shall be construed pursuant to and in accordance with California law. Section 37. RIGHTS AND REMEDIES Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default of any other default by the other party. HdL Software, LLC Professional Services Agreement Page 11 of 18 Section 38. VENUE All proceedings involving disputes over the terms, provisions, covenants or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in Riverside County, California. Section 39. ATTORNEYS FEES In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorneys' fees, from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. Section 40. AUTHORITY The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties. HdL Software, LLC Professional Services Agreement Page 12 of 18 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the dates written below. CITY OF CATHEDRAL CITY: CONTRACTOR: .)7 By: By: %ow u elli, City M n ger Signature Date: / " /2- 9 J Nancy E. Hicks Name By: add( 1)20-11ukPrincipal Adele Mosher, Accounting Services Title Manager, Finance Dept. Date: //- /t-91 Corporate Seal By: Dudley B. Haines, Risk Manager Date: /l/8-�l 1 ATT ST: By: A Donna Velotta, City Clerk APPROVED AS TO FORM: teven B. Quintani , ity Attorney C:\OFFICE\WPWIN\FORMS\HDLAGREE.WPD Exhibit "A" Scope of Work A. BUSINESS LICENSE SOFTWARE. HdL shall provide the City with an easy to operate, menu driven Business License Software System which includes the following capabilities: 1. Maintenance and processing. a. The software will store, print and process all business license records, including annual licenses and those which may be issued on a daily, monthly, quarterly or semi-annual basis. It will process licenses for businesses based on any number of City determined factors including, but not limited to, gross receipts, number of employees, coin-operated devices, and number of vehicles. b. The software will allow easy data entry of the information contained in business license applications. Based on business type and rate tables, it will calculate fees and print licenses. It will track unrenewed licenses and print renewal notices at the end of the license period, which contain specific calculation instructions based on business type and 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 insure 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 codes, and room or building capacity. e. The system will maintain business license history for active and closed businesses including prior fees, receipts and business characteristics. The amount of history to be stored will be determined by the City and is dependent on the available free space on the City's computer. f. Users will be able to make inquiry 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. HdL Software, LLC Professional Services Agreement Page 14 of 18 2. Audit features. The business license software has the ability to cross check against other data sets available through HdL, such as sales tax and property tax and telephone directories. HdL intends to add other data sets such as membership directories of state organizations. This will assist the City in detecting unlicensed businesses. These additional features will be added as developed at no additional cost. 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, 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. Security. The system allows for user defined levels of security and confidentiality through the use of passwords. 5. Ongoing software upgrades are provided as part of the annual maintenance fee. B. 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. C. CONVERSION AND IMPLEMENTATION 1. HdL will convert the City's existing business license data to HdL program files. HdL will build the tables for the City (rate tables, business type tables, SIC code tables, etc.) (If rates or business types change in the future, or new ones are created, the tables are maintainable by the City.) 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. 2. 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. HdL Software, LLC Professional Services Agreement Page 15 of 18 3. 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. 4. 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. 5. User manuals will be provided. D. 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 or higher. • 6. A PC compatible 486DX2 or Pentium system is required, with 8 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 35MB to 50MB. 7. In a network environment, the server must be a dedicated server. The software will operate with all currently existing network software. 8. The software is designed to work with a basic laser printer or higher. An HP4, HP5 or comparable is recommended. E. ACCEPTANCE OF THE SOFTWARE The scheduled date of acceptance of the software by the City is the 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. F. 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 twelve 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 I "Compensation" for HdL Software, LLC Professional Services Agreement Page 16 of 18 y\ the fee schedule. G. CUSTOMIZATION 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 I "Compensation" for the fee schedule. H. SOFTWARE LICENSE 9. License. HdL hereby provides a license to the City to use HdL's Business License Software. The software shall only be used 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. • 10. City data. HdL acknowledges that the business license data is the property of the City. At the termination of this Agreement, the business license data will be available to the City in machine readable format. 11. 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. COMPENSATION Software license fee. The one time software license fee shall be $8,000 which is based on 3,500 business licenses issued annually. Our first year fee is based on the number of licenses due primarily to the amount of conversion work required. 50% of this amount shall be due and payable within thirty days of the effective date of this Agreement and the remaining 50% within thirty days of the date of acceptance of the software by the City as set forth in Paragraph E. 1. Annual maintenance and customer support fee. There is no charge for the first HdL Software, LLC Professional Services Agreement Page 17 of 18 • year maintenance and customer support. The annual maintenance fee shall begin at the second year(which includes software upgrades and support to your staff) and shall be as follows: Standalone: $ 2,000 for 1 user Network: $ 2,000 for the 1st user Plus $ 1,000 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, edit or print). There is no charge for those who have inquiry rights only. The 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 thirty days of the date of the invoice. 3. 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 .4. SB 90 reimbursement. Certain costs associated with the Business License Software may be eligible for reimbursement under the provisions of SB 90. HdL • will assist the City and/or its consultant in preparation of the SB 90 claim. HdL Software, LLC Professional Services Agreement Page 18 of 18