EBIX Insurance No.
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
HINDERLITER, DE LLAMAS & ASSOCIATES DOING BUSINESS AS HDL COMPANIES
PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Hinderliter, de Llamas & Associates OBA Hdl Companies, a California Corporation, (Contractor). City and Contractor may be referred to individually as a "Party"or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on May 12, 2023 and terminate on May 11, 2028.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.
5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is Two Hundred Fifty Thousand Dollars and Zero Cents ($250,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Financial Services Agreement between City of Santa Clara and Hdl Page 2 of20 Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.
7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor.
B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenan.ts of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.
Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed Financial Services Agreement between City of Santa Clara and Hdl Page 3 of20 or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.
12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.
14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner Financial Services Agreement between City of Santa Clara and Hdl Page 4 of20 arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.
D. In no event will Contractor be liable for any City monies not collected by Contractor. Contractor's duty to indemnify and hold harmless City shall not apply to claims for liability which arise from the issuance or non-issuance of any registration, license, permit, or exemption.
15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.
16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
Financial Services Agreement between City of Santa Clara and Hdl Page 5 of 20
17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Finance Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Contractor addressed as follows:
Hinderliter, de Llamas & Associates OBA Hdl Companies
120 S. State College Blvd., Suite 120
Brea, CA 92821
and by e-mail at rgray@hdlcompanies .com
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal , state and local government, including but not limited to "The Code of the City of Santa Clara, California " ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130) , Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered . Additionally , Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299 ).
19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer , employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Financial Services Agreem ent between City of Santa Clara and Hdl Page 6 of 20 following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
Financial Services Agreement between City of Santa Clara and HdL Page 7 of 20
25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives .
App'41i as to Form:
GLEN R. Gok Ns
City Attorney
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
"CITY"
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
Hinderliter, de Llamas & Associates OBA Hdl Companies
a California Corporation
Dated : _5_mP2 ....... 7_,,..2_0_2_3_, _________ _ _ _
By (Signature): ~ ~
Name: =
7 : R: o=b=e=rt==G=ra=~==========================
Title: Chief Information Officer ---------- - ---~---Pr inc i pa I Place of Business Address: 120 S State College Blvd Suite 200, Brea, CA 92821 Email Address: ~ r=g'-'-ra=-yl--J@~h=d~lc~o~m-'-'p~a~n~ie~s~.c~o~m~------- Telephone: _ 7_1_4_-8_7_9_-5_0_0_0 __________ _
Fax:
"CONTRACTOR "
Financial Services Agreement between City of Santa Clara and Hdl Page 8 of 20 1 INTRODUCTION
EXHIBIT A
SCOPE OF SERVICES
1.1 Hdl Company (HdL or Consultant) shall provide the City of Santa Clara (City) with a turnkey solution(s) to modernize the City's revenue systems (System).
Consultant shall provide services to facilitate the efficient and successful transition of current process as described in this document. Key deliverables include: 1) A review of current business processes; 2); Identification of process improvements; 3) Provision all required software and materials as described below including but not limited to enhance the Business Tax, Transient Occupancy Tax and Fire Permit systems; 4) Transition daily tax administration duties (related to transitioning existing businesses each month to the new City ordinance) from the City to Hdl; 5) Provide business tax and administration support during the transition to the new Ordinance, and 6) Audit Services.
1.2 Implementation of the new BLT program has a target date of July 1, 2023. 2 BUSINESS PROCESS REVIEW AND PROCESS IMPROVEMENT
2.1 Consultant shall:
2.2 Recommend process improvements and operational efficiencies based on available technology, public finance best practice, and reflecting revised Ordinances from the TOT and BLT Ballot Measures. Provide a written or electronic report documenting process changes.
2.3 Review the City's new ordinance, documented processes, and workflow for the collection of Business Tax, Transient Occupancy Tax, State-mandated CASp Fees and Fire Permits to identify any constraints impacting the customer experience and efficiency of processes. A one-page diagram of the optimal process meeting the ordinance requirements, with documentation for each key step will be presented at the conclusion of this task.
2.4 Meet with City staff to document actual processes and compare with the process documentation, municipal code requirements, and the optimal process identified above. Reconcile any differences and update the optimal process diagram and documentation as needed.
2.5 Present and discuss possible changes to administrative practices to align with the intended outcomes of the process and the key constraints embodied in the municipal code, with an emphasis on those areas that may be naturally occurring bottlenecks for either staff or the business community. Upon receiving City approval for one or more of these changes, HdL will provide documentation of the newly streamlined process.
2.6 Provide a timeline of how these changes could be implemented with the system improvements in this Statement of Work.
Financial Services Agreement between City of Santa Clara and Hdl Page 9 of 20 3 BUSINESS TAX SYSTEM/ REVENUE PROCESSES AND FUNCTIONALITY
3.1 Consultant shall perform the following tasks and deliver System functionality described below:
3.2 Provide all existing functionality and align to the new City Ordinance , which is located at:
(https://www .santaclaraca .gov/home/showpublisheddocumenU77922/63794009752400 0000)
3.3 Ensure the ongoing collection of other fees including State fees applied to or associated with Business Taxes such as State-mandated CASp Fee and continue the ongoing collection of fire permits.
3.4 Provide a single entity tax certificate that allows for multiple locations.
3.5 Provide functionality for online and over-the-counter completion of new, renewal, closure and updates of business tax applications.
3.6 Provide functionality for ongoing online and over-the-counter completion of business tax updates (e.g. add new locations) .
3.7 Provide online and over-the-counter account creation functionality that is tied to a business entity.
3.8 Provide secure online payment functionality of business taxes through credit card, debit card, eCheck and/or ACH .
3.9 Provide for minimum payment, maximum payment , convenience fees charges as it relates to credit card payments.
3.10 Provide audit trail and interfaces with the City's CORE Cashiering system and PeopleSoft financial management system.
3.11 Include standard reports that will allow City management staff to analyze business tax activity as required. The analysis will include a review of current and historical data and be able to assist in identifying businesses within the City that do not currently have a current Business Tax Certificate .
3.12 Include standard reports as required that will allow management staff to analyze transient occupancy tax, TIO and CFO activity. This will include data by business , including monthly and quarterly receipts, average room rates, average occupancy rates, and delinquencies as well as summary reports on collections by fiscal year.
3.13 Flexible report writing tools that increase the ability to create adequate financial and management reports. The reporting capabilities of the system shall include at a minimum; financial analysis, forecasting monitoring, retrieval of historical data, and graphical presentation of data and reports. Additionally, it must provide ad hoc reports and queries functionality.
3.14 Provide operations and technical manuals (both on-line and hard copy) , data element dictionary must be available .
3.15 Include security features providing internal controls like restricting access to the system and protecting the confidentiality and integrity of certain information. (For example, the availability and access to tax information must be restricted to specified users both internally and externally.
Financial Services Agreement between City of Santa Clara and Hdl Page 10 of20
3.16 SOFTWARE IMPLEMENTATION AND MAINTENANCE SERVICES
Consultant shall:
3.16.1 Configure system to align to the requirements of the updated City Ordinance
3.16.2 Provide/update user manual(s) for City staff
3.16.3 Train all applicable staff on the Software
3.16.4 Provide System go-live in time for the implementation of the new Ordinance on July 1, 2023. (Typically, renewal notices are sent 1 to 2 months ahead of the effective date. The Ordinance provides implementation flexibility; however, time is of the essence and all best efforts should made to achieve go-live on July 1, 2023).
3.16.5 Provide ongoing user and technical support, including but not limited to training users on the initial implementation and installing and configuring product updates.
3.16.6 Provide assistance installing the system and integrating it with City systems including assistance with software engineering, custom programming and database system support.
3.16.7 Test the new software to ensure it is functioning as anticipated including a separate test platform/site with sample transactions in-order to identify any issues a customer may encounter.
3.16.8 Work with City staff to correct or address or modify any System issues with the Software and/or online portal.
3.16.9 Provide ongoing updates, maintenance, support, and security updates.
3.16.1 o Provide tax administration services for an initial period of three months (July 1, 2023 through September 30, 2023). Hdl's tax administration team will handle the daily responsibilities of taxpayer communications and interactions as required to facilitate the transition to the City's new business tax registration process, including handling the renewal process each month.
3.17 FIRE SERVICES
Consultant shall:
3.17.1 Ensure the ongoing collection of fire permit fees. Separate the fire permit billing from the business tax billing process.
3.17.2 Maintain existing accounts with fire permit billing and disable business tax functionality for each account.
3.17.3 Create new business tax accounts and re-register the business with business locations being consolidated by ownership entity as determined by the business process review portion of the project.
3.17 .4 Allow for the invoicing and billing of fire permit fees including files necessary to integrate with lnfoSend billing services.
Financial Services Agreement between City of Santa Clara and Hdl Page 11 of20
3.18 IMPLEMENTATION/ TRANSITION SUPPORT SERVICES
Consultant shall:
3.18.1 Revise existing City forms to conform to the new Ordinance
3.18.2 Create an operating and procedural manual for customer service staff based on the new Ordinance and procedure.
3.18.3 Prepare summary FAQs and documentation in support for the transition to the new Ordinance.
3.18.4 Support the City's Communications/ Outreach staff by providing suggestions to an online, mail and business outreach efforts.
3.18.5 Provide the City's finance department call takers with over the phone script(s) for commonly asked questions and scenarios.
3.18.6 Provide phone and email customer support to augment existing City call taking services to assist with the transition to the new Business Tax. (the current average volume is approx. 500 calls and 180 email inquiries per month).
3.1°8.7 Provide staffing support to supplement existing staff resources (1 full-time equivalent position) until the Business Tax Program is fully transitioned (current average volume is approx. 125 per month/ pre-Covid activity was approx. 300 per month).
3.18.8 Provide advisory services. on behalf of City to outreach to impacted businesses until the Business Tax Program is fully transitioned.
3.18.9 Provide outreach materials and advisory support to help the City encourage businesses that do not currently have a business license to sign up.
3.18.10 Services included above 3.21.6 through 3.21.9 are for a three-month initial term with optional extended service included in 8.1.3
4 AUDIT SERVICES
Consultant Shall:
4.1 Ensure complete and accurate receipt and recording of business tax revenues, enhancing the City's business tax revenue in compliance of requirements under a recent voter approved ballot.
4.2 Conduct an audit on the reporting of the 20 top businesses (by number of employees) after the implementation of the new Ordinance.
4.3 Audit the application of business tax caps in accordance with the City Ordinance
4.4 Conduct randomized annual audits of 50 businesses located in the City to determine compliance for the new Ordinance.
4.5 Perform random audits for a minimum of 50 businesses every two years that are not located in the City.
. Financial Services Agreement between City of Santa Clara and Hdl Page 12 of 20
4.6 Perform annual audits of 10 landlords, starting with the landlords with the greatest number of rental units, to ensure compliance of the new Ordinance.
4.7 Identify potential businesses that do not have a business license using available external data sources
4.8 Compare audit findings to independently reported sources (e.g. State EDD reporting).
4.9 For each error/omission, prepare documentation to substantiate and facilitate recover of revenue plus applicable interest and penalties.
4.10 Provide additional assistance, as necessary, to support the City in recovering and preventing tax allocation errors/omissions.
4.11 Provide written or electronic reports summarizing findings upon completion of annual audits.
Financial Services Agreement between City of Santa Clara and Hdl Page 13 of20 5 TIMELINE
5.1 Hdl shall make all efforts to complete the Timeline per the Table below. If, through no fault of Consultant, the timetable is not met, then Hdl will ensure that all systems continue to function as-is and make all efforts to complete System functionality as soon as possible after July 1, 2023.
Phase Week(s) Date Task Description
Agreement Approval 1.5 4/26/2023 City's decision to award contract 4/27/2023 City provides copy of current Prime database
to Hdl who then initiates data analysis &
project planning on current data
5/5/2023 Deadline for agreement to be signed
Project Kickoff 1 5/8/23 Official Project Kickoff
Business Process 4 5/8 - 5/19/2023 Work on business process review - Create Review and confirm technical project plan outlining
areas that will require development assistance
to facilitate the account transitions - City will
make key personnel and systems available for
review for up to 40 hours during this phase;
this may include on-site visits from Hdl
personnel, with the City paying for travel,
hotel, and incidental costs if needed.
5/19/2023 Deadline for delivery of business process
review document
5/22 - 5/26/2023 City's review of business process review document
5/26/2023 Deadline for City's response to business
process review document. If
changes/questions, brief project team meeting
to discuss.
5/31/2023 Deadline for Hdl's response to City's
changes/questions regarding business
process review document
Implementation 3 6/5 - 6/23/2023 Implement system and report changes, finalize work plan, prepare for June renewals
Send Renewals & 1 6/26 - 6/30/2023 Prepare for and send end of June renewals.
Begin Processing Hdl begins handling business re-registration and renewal process. City will agree to
extended grace period for filing.
Financial Services Agreement between City of Santa Clara and HdL Page 14 of20 6 OTHER REVENUE COLLECTION SOFTWARE
Consultant Shall:
6.1 Develop a software solution flexible to collect other types of revenue. For example, the online collection of Transient Occupancy Tax. Under the current process, Transient Occupancy Tax forms are submitted with information input separately and manually by Finance Department staff into the existing HDL Companies system.
Provide for an on line solution that will allow for:
6.2 Online form for submission based on fields and instructions in the existing TOT, TID, and CFD forms.
6.3 Online collection of tax through eCheck or ACH.
6.4 Migration of existing Transient Occupancy Tax data.
6.5 Allow for the export of data.
6.6 Standardized reports that show collections by business, including monthly and quarterly receipts, number of rooms, average room rates, average occupancy rates, and delinquencies as well as summary reports on collections by fiscal year.
6.7 Integration with CORE Cashiering and PeopleSoft Financials Management System.
6.8 If configured in the same system, integration into the proposed Business Tax Software.
7 HOSTING
7.1 Initially, City will host all System software and hardware with Hdl performing all software maintenance and administrative services.
7.2 The City will grant Hdl with VPN network access to the System to perform all ongoing software maintenance and System administration. 8 OPTIONAL SERVICES
8.1 In the event that services are required that are outside the scope of this agreement, then City and Hdl will negotiate the scope and related costs and initiate the work by issuing a formal addendum that is signed by both parties. Such services include but are not limited to:
8.1.1 Transitioning hosting of the System from the City to Hdl.
8.1.2 Monthly service for items included in 3.21.6 through 3.21.9 along with handling of all day- to- day administration responsibilities and communications as required for transitioning and supporting the businesses beyond the initial three month term Financial Services Agreement between City of Santa Clara and Hdl Page 15 of 20 Exhibit B
Compensation Schedule
1. The total not to exceed cost for this agreement shall not exceed $250,000 unless modified by formal addendum and signed by City and Hdl.
2. City shall pay consultant within 30 days upon receipt of a properly completed invoice, subject to acceptance by the City.
3. Any applicable taxes shall be added to the invoice total at the time the invoice is submitted.
4. City shall pay Hdl as follows:
Task/ Milestone Cost Frequency
Business Process Review $12,000 60% due within 30 days of Agreement date, remaining 40% due
within 30 days of completion
$43,000 60% due within 30 days of
Agreement date, remaining 40% due
System Configuration Costs within 30 days of completion of all tasks under Section 3 of this
Statement of Work
$40,000 Paid monthly in three equal
Tax Administration Services installments commencing 7/1/2023 through 9/30/23
TOTAL $95,000
40% of all
revenues Per audit conducted; Invoiced Audit Services collected; Minimum fee is monthly
$350 per audit
Recurring Costs:
Optional Tax Administration $15,000
Services (after initial three Per Month
months)
5. In addition to the above, City shall reimburse Consultant actual costs for travel, housing and related incidentals that may be incurred during the performance of duties. No markups are permitted on reimbursable expenses. All such charges shall be reasonable and customary and in conformance with the City's Travel Policy which may be located at.
6. Pricing for the optional tax administration services shall remain fixed through 3/31/2024. If these services are requested beyond this date, pricing thereafter will be determined and agreed upon in writing by both City and Consultant.
Financial Services Agreement between City of Santa Clara and Hdl Page 16 of 20
EXHIBIT C - INSURANCE REQUIREMENTS
Contractor, at Contractor's sole cost and expense, shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from, or in connection with, the performance of the services hereunder by Contractor, its agents, representatives, employees or subcontractors or suppliers.
I. Minimum Scope and Limit of Insurance
There shall be no endorsements reducing the scope of coverage required below unless approved by the City's Risk Manager.
Type of Insurance
1 Commercial General Liability
The coverage provided by Insurance Services Office
"occurrence" form CG 0001, including coverages for
contractual liability, personal injury, broad form property damage, independent contractors, products and completed operations.
2 Automobile Liability
The coverage provided by Insurance Services Office form number CA 0001. Coverage shall be included for all owned, non-owned and hired automobiles.
3 Workers' Compensation and Employer Liability
As required by the Labor Code of the State of California. 4 Professional Liability/Errors and Omissions
Including coverages for negligent acts, errors or omissions arising from professional services provided under this
contract, with any deductible not to exceed $25,000 per claim. 5 Cyber & Technology Errors & Omission
Cyber & Technology Errors & Omissions
Technology/Professional Liability insurance and data
protection liability insurance covering liabilities for financial loss resulting or arising from acts, errors, or omissions, in rendering services provided under this agreement as well as all Vendor costs, including damages it is obligated to pay Client or any third party, which are associated with any Security Breach ( as hereafter defined) or loss of Personal Data, regardless of cause (including, without limitation, Vendor negligence or gross negligence and unlawful third party acts). Costs to be covered by this insurance policy shall include without limitation: (a) costs to notify individuals whose Personal Data was lost or compromised; (b) costs to provide credit monitoring and credit restoration services to Financial Services Agreement between City of Santa Clara and HdL Minimum Limit
$1,000,000 per occurrence for
bodily injury, personal injury
and property damage or
$2,000,000 annual aggregate.
$1,000,000 combined single
limit per accident for bodily
injury and property damage.
Not less than $1,000,000 each
claim and annual aggregate.
Not less than $1,000,000 each
occun-ence.
individuals whose Personal Data was lost or compromised; ( c) costs associated with third party claims arising from the Security Breach or loss of Personal Data, including litigation costs and settlement costs; and ( d) any investigation, enforcement or similar miscellaneous costs. For the purposes of this Section, "Security Breach" means (1) the failure by the Vendor to properly handle, manage, store, destroy or
otherwise control, or the unauthorized disclosure by the Vendor of: (a) Personal Data in any format or (b) third paiiy corporate information in any format specifically identified as confidential and protected under a confidentiality agreement or similar contract; (2) an unintentional violation of the Vendor's privacy policy or misappropriation that results in the violation of any applicable data privacy laws or regulations; or (3) any other act, error, or omission by Vendor in its capacity as such which is reasonably likely to result in the unauthorized disclosure of Personal Data.
This may be met through a standalone policy or included as a component in a Commercial General Liability Policy - only if the higher limits are available to pay for losses.
II. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to, and approved by, the City's Risk Manager. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officials, employees, agents, and contractors; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses in an amount specified by the City's Risk Manager.
III. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverages a. The City, its officials, employees, and agents are to be covered as additional insureds as respects: liability arising out of activities performed by, or on behalf of, Contractor; products and completed operations of Contractor; premises owned, leased, or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officials, employees, and agents.
Financial Services Agreement between City of Santa Clara and Hdl Page 18 of20 b. Contractor's insurance coverage shall be primary insurance as respects the City, its officials, employees, and agents. Any insurance or self-insurance maintained by the City, its officials, employees, and agents shall be excess of Contractor's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officials, employees, or agents. d. Coverage shall state that Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
e. Coverage shall contain a waiver of subrogation in favor of the City, its officials, employees, and agents.
2. Workers' Compensation and Employers Liability
Coverage shall be endorsed to state carrier waives its rights of subrogation against the City, its officials, and agents.
3. All coverages
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice has been given to the City; except that ten ( 10) days' prior written notice shall apply in the event of cancellation for non-payment of premium.
IV. Acceptability oflnsurance
Insurance is to be placed with insurers acceptable to the City's Risk Manager.
V. Verification of Coverage
Contractor shall furnish the City with certificates of insurance and with original endorsements affecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.
Copies of all the required ENDORSEMENTS shall be attached to the CERTIFICATE OF INSURANCE which shall be provided by Contractor's insurance company as evidence of the stipulated coverages.
Proof of insurance shall be either emailed in pdf format to: [email protected], or mailed to the following postal address ( or any subsequent email or postal address as may be directed in writing by the Risk Manager):
Financial Services Agreement between City of Santa Clara and Hdl Page 19 of 20 EBIX Inc.
City of Santa Clara Finance Depatiment
P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
VI. Subcontractors
Contractor shall include all subcontractors as insureds under its policies or shall obtain separate certificates and endorsements for each subcontractor.
Financial Services Agreement between City of Santa Clara and Hdl Page 20 of 20