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FIN:370-10\tt\H:\COMMON\Council\2024\Public Services\050724 Business Tax Agreement Attach 1.docx PROJECT: BUSINESS TAX AGREEMENT
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT (this “Agreement”) is entered into as of April 19, 2024 (the “Agreement Date”) by and between Hinderliter De Llamas & Associates (HdL) (“Consultant”), and City of Thousand Oaks (“Client”), which is located within the state of California (the “State”).
W I T N E S S E T H:
WHEREAS, Consultant is engaged in the business of providing consulting, software and other services that help public agencies understand and maximize their collection of revenues, as well as their delivery of other public services (collectively, “Consultant’s Business”); and WHEREAS, Client desires to contract with Consultant to obtain one or more of the services included within Consultant’s Business (as provided for in Section 1) upon the terms and conditions contained in this Agreement;
WHEREAS, Consultant desires to contract with Client to render such services upon the terms and conditions contained in this Agreement.
NOW THEREFORE, in consideration of the covenants and promises contained herein, Client and Consultant mutually agree as follows:
1.Services.
1.1Consultant will perform those services included within Consultant’s Business that are described in Exhibit A. Such services are, collectively, the “Services”.
1.2Consultant warrants that it will perform the Services in a professional manner in accordance with professional standards. In performing the Services, Consultant is acting as an independent contractor (and not as an agent or employee of Client).
1.3Client acknowledges and agrees that any other public agency (including, without limitation, any participating government agency) located within or outside of the State (e.g., city, municipality, county, district, public authority or other political subdivision) may procure services for fees and other terms and conditions that are substantially similar to any of the Services, Fees and other terms and conditions set forth in this Agreement, provided that such other public agency executes a separate agreement with Consultant wherein the services rendered to such other public agency, the fees payable by such other public agency, and the other terms and conditions of such separate agreement are the responsibility of Consultant and such other public agency and not Client.
1.4This Agreement does not limit the right of Consultant to enter into additional contracts with Client or to contract with other persons or entities (that are not Client) to provide them with merchandise or services of any kind whatsoever, including, but not limited to, services similar to the Services provided such agreement is within the parameters of Client’s purchasing policies.
2.Fees.
2.1As compensation for performing the Services, Client will pay Consultant the fees, costs and expenses as described in Exhibit B. Individually and collectively these fees and costs are, the “Fees”.
2.2Consultant may perform the Services using professionals from its staff or Consultant’s ATTACHMENT #1
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2.3Consultant reserves the right to adjust fees annually with a 60-day written notice to the Client. Any fee adjustments must be made through an official contract amendment agreed upon by both parties. In the event that Client and Consultant fail to reach an agreement on the proposed fee adjustments, Client reserves the right to terminate the agreement without cause pursuant to Section
7.3. 3.Invoices; Payment.
3.1Consultant will invoice Client for the Fees earned and/or incurred by Consultant pursuant to this Agreement.
3.2Invoices are due and payable upon receipt. Interest will begin to accrue on the forty- fifth (45th) day following the invoice date on all unpaid balances at a rate of one and one-half percent (1½%) per month, or the maximum rate permitted by law, whichever is less. Payments will first be credited to interest and then to principal. In the event that Client disputes or contests an invoice, only that portion so disputed or contested in good faith will be withheld from payment, and the undisputed portion must be timely paid. Interest will accrue on any contested portion of the invoice not timely paid and will be payable immediately if the contested invoice is resolved in favor of Consultant.
3.3If Client fails to fully pay an invoice within 45 days after the invoice is received, Consultant may, after giving thirty (30) days’ notice to Client, suspend the rendering of Services under this Agreement until said invoice is paid in full, together with all interest that has accrued thereon. In the event of such a suspension of Services, Consultant will have no liability to Client for any delays or damages arising therefrom.
4.Insurance.
4.1Without limiting Consultant's indemnification of City as set forth in Section 9, and prior to commencement of Work, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, and any extension thereof, policies of insurance of the type and amounts described below and in a form that is satisfactory to City. Coverage shall be at least as broad as:
4.1.1Worker’s Compensation: Workers’ compensation statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident for bodily injury or disease.
Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its elected officials, officers, agents, employees and volunteers for all work performed by Consultant, its employees, agents and subcontractors.
4.1.2Commercial General Liability (CGL): General Liability insurance coverage at least as broad as Insurance Services form CG 00 01 in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate for bodily injury, personal and advertising injury and property damage, including without limitation, blanket contractual liability.
4.1.3Professional Errors and Omissions Insurance: professional errors and omissions coverage of no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate, with tail coverage for an extended reporting period of three (3) years.
4.1.4Cyber Liability Insurance: cyber liability insurance coverage with a minimum limit of $1,000,000 (one million dollars) per occurrence. The insurance policy shall include coverage for
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5.Client Support.
5.1Client will promptly provide in writing to Consultant all data and other information relating to or which may be necessary for Consultant’s performance of the Services. Without limiting the foregoing, Client will keep Consultant informed on a timely basis in writing as to the existence and amendments of the laws, ordinances and/or regulations under which Consultant is performing the Services (including any adopted by Client). Consultant will be permitted to rely on the accuracy, timeliness and completeness of the information provided by Client, and in no event will Consultant be liable to Client or others as a result of such reliance.
5.2Client will examine all of Consultant’s reports, specifications, notices, proposals and other documents. In the event that a decision is required of Client in order for Consultant to perform the Services, Client will render such decision in writing in a timely manner.
5.3Promptly following any request from Consultant, Client will adopt and maintain in full force and effect resolutions in forms acceptable to Client and in accordance with applicable law authorizing Consultant to examine the confidential sales tax and other relevant records of Client throughout the Term and, for so long as any Fees are still accruing pursuant to this Agreement, after the Term.
5.4Client will assist Consultant in obtaining such licenses, permits and approvals as may be required by law for performing the Services, and Consultant will pay all fees, assessments and taxes related to the application, issuance and maintenance thereof.
5.5The Services do not include services that Consultant may be required or requested to provide to support, prepare, document, bring, defend or assist in litigation undertaken or defended by Client (“Litigation Services”). If Consultant agrees with Client or is required to perform Litigation Services, Client will promptly pay Consultant for all of Consultant’s costs and expenses related to Litigation Services at Consultant’s actual cost, plus ten percent (10%) thereof (all of which are deemed to be additional Fees).
6.Confidentiality; Software Use and Warranty; Records.
6.1Consultant will comply with the requirements of the applicable laws, ordinances and/or regulations concerning the confidentiality of tax records of which it has been informed by Client pursuant to Section 5.1.
6.2As used herein, the term “proprietary information” means all information, techniques, processes, services or material that has or could have commercial value or other utility in Consultant’s Business, including without limitation: Consultant’s (i) software, computer or data processing programs; (ii) data processing applications, routines, subroutines, techniques or systems; (iii) desktop or web-based software; (iv) audit, tax or fee collection/administration or business processes, methods or routines; (v) marketing plans, analyses and strategies; and (vi) materials, techniques and intellectual property used. Except as otherwise required by law, Client must hold in confidence and may not use (except as expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by Client in connection with this Agreement.
The terms of this Section 6.2 do not apply to any information that is public information.
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6.3If access to any software owned by Consultant is provided to Client as part of this Agreement (including, without limitation, if Client chooses to subscribe to such software and reports option as part of the Services) (such Consultant-owned software is, collectively, the “Software”), Consultant hereby provides a limited, non-exclusive, non-transferable license to Client for the use by such of Client’s staff as may be designated from time to time by Client and approved by Consultant in writing to use the Software pursuant to and during the Term of this Agreement. The Software must only be used by such authorized Client staff, and Client must not sublicense, sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of the Software. The license granted hereunder does not imply ownership by Client or any of Client’s staff of the Software nor any rights of Client or any of Client’s staff to sublicense, transfer or sell the Software, or rights to use the Software for the benefit of others. Client may not create (or allow the creation of) any derivative work or product based on or derived from the Software or documentation, nor modify (or allow the modification of) the Software or documentation without the prior written consent of Consultant. In the event of a breach of this provision (and without limiting Consultant’s remedies), such modification, derivative work or product based on the Software or documentation is hereby deemed assigned to Consultant. Upon termination of this Agreement or this Software license, this Software license will be deemed to have expired and Client access to modify data using the Software will be immediately removed and view only access will be removed once data is remitted to Client pursuant to Section 7.5. Client must immediately cease using and remove, delete and destroy all Software materials which may exist on Client’s computers and network once data is received by Client. Consultant warrants that the Software will perform in accordance with the Software’s documentation.
6.4All documents, preliminary drafts, communications and any and all other work product related to the Services and provided by Consultant to Client either in hard copy or electronically are the property of Client. This does not include any software, programs, methodologies or systems used in the creation of such work product, nor does it include any drafts, notes or internal communications prepared by Consultant in the course of performing the Services that were not otherwise provided to Client in either hardcopy or electronic form, all of which may be protected by Consultant or others’ copyrights or other intellectual property. It is possible that any documents, drafts, communications or other work product provided to Client may be considered public records under applicable law and/or may be discoverable through litigation. Consultant may publicly state that it performs the Services for Client.
6.5Subject to applicable law, Consultant is responsible for retaining all final documents and other final work product related to the Services for a period of not less than three (3) years from the date provided to Client. Retention of any other documents, preliminary drafts, communications and any and all other work product provided to Client by Consultant is the responsibility of Client.
Consultant has no responsibility to retain any drafts, notes, communications, emails or other writings created or received by Client in the course of performing the Services (other than the final documents and other final work product related to the Services and provided to Client for the term of years referenced above).
6.6Consultant acknowledges that the data provided by the Client during the course of this agreement includes confidential information and is the property of the Client. Client authorizes Consultant to access, import, process, and generate reports from the Client’s data with its various proprietary systems. No confidential information or otherwise sensitive information will be released, except as described in Section 7.5. The obligations imposed by this section shall survive any expiration or termination of this Agreement. The terms of this section shall not apply to any public
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6.7As a result of this agreement, each of the parties may have access to Confidential Information of the other. Confidential Information means all information or material which (i) gives a party some competitive business advantage, or the disclosure of which could be detrimental to the interests of a party; and (ii) which is either (a) marked “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking, (b) known by the parties to be considered confidential and proprietary, or (c) from all the relevant circumstances should reasonable by assumed to be confidential and proprietary. Each party agrees to preserve the strict confidentially of such information in the same manner as it protects the confidentiality of its own information and data (at all times exercising at least a reasonable degree of care in the protection of the Confidential Information) and take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in breach of this Agreement, during the Term of this Agreement and for a period of three (3) years thereafter, unless otherwise required by law.
Consultant acknowledges that Client is a public agency and subject to the requirements of the California Public Records Act.
7.Term and Termination.
7.1The initial term of this Agreement commences as of the Agreement Date and, unless terminated earlier pursuant to any of this Agreement's express provisions, will continue in effect until three (3) years from such date (the “Initial Term”). This Agreement will automatically renew for two (2) successive one (1) year terms unless earlier terminated as set forth in Section 7.2 or 7.3 or either party gives the other party written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term (each a “Renewal Term” and, collectively, together with the Initial Term, the “Term”).
7.2This Agreement may be terminated by either party for cause upon not less than forty- five (45) days’ written notice given to and received by the other party, if the other party has materially breached this Agreement through no fault of the notifying party and fails to (i) commence correction of such material breach within thirty (30) days of receipt of the above-referenced written notice and (ii) diligently complete the correction thereafter.
7.3In addition, either party may terminate this Agreement without cause upon not less than one hundred twenty (120) days’ written notice to the other party.
7.4On termination, Client will pay Consultant for all Fees and other compensation (including for Litigation Services) earned and/or incurred through the termination date and will thereafter timely pay Consultant for all other Fees and compensation to which Consultant may be entitled pursuant to this Agreement (including the Exhibits hereto).
7.5In the event that either party terminates this agreement, Consultant agrees that all data collected under this agreement is part of Client’s permanent record and that all data, including historical records under the required retention time will be provided to Client in an agreed upon data format within 10 days of termination date.
8.Data Breach
8.1Consultant shall comply with applicable PCI Data Security Standards (“PCI DSS”) requirements, including, but not limited to, remaining informed and aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain
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Immediately following Consultant’s notification to Client of a security breach, the parties shall coordinate with each other to investigate the security breach. Consultant shall (at its sole cost and expense) use commercially reasonable efforts to immediately remedy any security breach and prevent any further security breach in accordance with applicable privacy rights, laws, rules, regulations, and standards. Consultant shall reimburse Client for the actual costs incurred by Client in responding to, and mitigating damages caused by, any security breach, including, but not limited to, all costs of notice and/or remediation. Consultant shall defend, indemnify, and hold harmless Client and its officers, officials, employees, and agents from and against all losses, injuries, damages, liabilities, actions, judgements, interest, penalties, awards, fines, costs, and expenses (including, but not limited to, reasonable attorney’s fee and costs) whatever kind, arising out of or resulting from a security breach, except caused by Client’s sole negligence or willful misconduct.
9.Indemnification
9.1Consultant agrees to fully and promptly defend, indemnify and hold harmless. Client and each of its officials, officers, employees and agents (collectively, “Client Group”) from and against any and all third-party liabilities, judgments, awards, losses, claims, damages, expenses, and costs (including, without limitation, for reasonable third-party attorneys’ fees and costs awarded in connection therewith) (each, a “Third-Party Liability”, and collectively, “Third-Party Liabilities”) directly or indirectly related to this Agreement and arising out of any negligent act or negligent omission, or reckless or willful misconduct, of Consultant or any of its directors, officers, employees, agents, direct and indirect equity holders, or affiliates (collectively, “Consultant Group”) under this Agreement; provided, that such obligations to indemnify and hold harmless are only to the extent Consultant admits in writing, or any of Consultant Group is found by a court of competent jurisdiction in a judgment which has become final and that is no longer subject to appeal or review, to have caused the above-described Third-Party Liability(ies). Consultant’s duty to indemnify and hold harmless Client shall not apply to claims for liability which arise from the issuance or non-issuance of any registration, license, permit, or exemption.
9.2Client agrees to fully and promptly indemnify and hold harmless (but not defend) each of Consultant Group from and against any and all Third-Party Liabilities directly or indirectly related to this Agreement and arising out of any negligent act or negligent omission, or reckless or willful misconduct, of any of Client Group under this Agreement; provided, that such obligations to indemnify and hold harmless are only to the extent Client admits in writing, or any of Client Group is found by a court of competent jurisdiction in a judgment which has become final and that is no longer subject to appeal or review, to have caused the above-described Third-Party Liability(ies). In no event shall Client be obligated to defend any of Consultant Group or pay for any Consultant Group attorneys’ fees or other costs of defending against any such Third-Party Liabilities (“defense costs”), with exception of if Client is obligated to indemnify and hold harmless Consultant Group as described above in this Section then Client shall also be responsible for the defense costs incurred by Consultant Group for the related matter.
10.Liability Limitations; Governing Law; Dispute Resolution.
10.1To the maximum extent permitted by law and notwithstanding anything to the contrary in this Agreement:
10.1.1Except as may otherwise be expressly set forth in this Agreement,
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10.1.2Notwithstanding anything to the contrary, in no event will Consultant be (a) liable for claims, liabilities or damages (i) that could not reasonably have been foreseen upon entry into this Agreement; (ii) arising from any action or inaction by Consultant in response to specific direction from Client; (iii) in connection with any Client monies not collected by Consultant; nor (iv) in connection with the issuance, non-issuance or revocation of any registration, license, permit, or exemption; nor (b) required to provide a defense in connection with any indemnification or hold harmless provisions under this Agreement.
10.1.3Without limitation on any statue of limitations that expire in less than three years, no claim may be brought by Client against any one or more of Consultant Group arising out of this Agreement (including, without limitation, in connection with the Services or the Software) more than three years after the date upon which Client has actual knowledge of the first occurrence of the action or inaction giving rise to such claim (whether relating to the Services, the Software or otherwise).
10.1.4Client acknowledges this Agreement is with Consultant in its capacity as a corporation or a limited liability company, and Client agrees that in no event will it seek to hold any of the Consultant Group (other than Consultant) responsible for any obligations under this Agreement.
10.2The law of the State will govern the validity of this Agreement, its interpretation and performance, and any other claims related to it, without regard to the State’s conflict of laws rules.
Venue for any legal action arising out of this Agreement will be proper only in the State courts or the federal courts located within the State. The parties hereby submit to the exclusive jurisdiction of such courts and waive any other venue to which either party might be entitled by domicile or otherwise.
Both parties waive the right to a jury trial in an action to enforce, interpret or construe this Agreement.
10.3If either party is required to bring legal action to enforce its rights under this Agreement or as the result of a breach of this Agreement, the costs and expenses of the prevailing party, including reasonable attorneys’ fees, will be paid by the non-prevailing party.
10.4A material breach of this Agreement by either party may cause the other party hereto irreparable harm, the amount of which may be difficult to ascertain, and therefore such other party will have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any further breach and for such other relief as such other party may deem appropriate. Such right is in addition to the remedies otherwise available to such other party at law or in equity. The parties hereto expressly waive the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction hereunder for the posting of a bond.
11.General Legal Provisions.
11.1Authorization to Proceed. Each Exhibit must be signed by both Client and Consultant before such Exhibit will be binding on the parties hereto.
11.2Force Majeure. Consultant is not responsible for damages or delay in performance
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11.3Amendment; Waiver. Any provisions of this Agreement (including, without limitation, any Exhibits or provisions within any Exhibits) may be amended or terminated if in writing and signed by both Client and Consultant. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, will be deemed to be valid unless acknowledged by such party in writing, and such waiver will not extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
11.4Severability and Survival. If any provision in this Agreement is held illegal, invalid or unenforceable, the enforceability of the remaining provisions will not be impaired thereby.
Notwithstanding any other provisions of this Agreement (including, without limitation, Section 7), Sections 3, 5.5, 6, 7, 9, 10 and 11 will survive the termination of this Agreement.
11.5No Third-Party Beneficiaries; Services Limited to Agreement. Except as set forth in Section 8, this Agreement gives no rights or benefits to anyone other than Client and Consultant and has no third-party beneficiaries. The Services to be performed for Client by Consultant are defined solely by this Agreement (including the Exhibits), and not by any other contract or agreement that may be associated with performing the Services.
11.6Assignment. This is a bilateral personal services agreement. Neither party will have the power to or will assign any of the duties or rights or any claim arising out of or related to this Agreement, whether arising in tort, contract or otherwise, without the written consent of the other party. Any unauthorized assignment is void and unenforceable. This Agreement is binding on the successors and assigns of the parties hereto.
11.7Notices. All notices under this Agreement must be in writing and will be deemed to have been given when such notice is received (i) from United States Postal Service First Class Certified Mail, Return Receipt Requested, (ii) by courier service, or (iii) by email; provided, however, that notices received on a weekend or holiday or on a business day after 4:00 p.m. pacific time will be deemed to have been received on the next business day. Notices will, unless another address is specified in writing, be sent to the addresses indicated below (each of which must include a street address and an email address): Consultant: Hinderliter De Llamas & Associates (HdL), Attn:
Contracts Team, Email: [email protected]; and Client: City of Thousand Oaks, Attn:
Revenue Operations Manager, Email: [email protected]
11.8Entire Agreement; Conflict. This Agreement (including any Exhibits dated as of the Agreement Date or hereafter) constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they have related in any way to the subject matter hereof. Should there ever be a conflict between the terms and conditions of the Exhibit(s) and the remainder of this Agreement, the terms and conditions of the remainder of this Agreement will prevail and be controlling.
11.9Counterparts; Electronic Signatures; Authority. This Agreement may be signed in any number of counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement. Any signed signature pages of this Agreement transmitted by email or other electronic means in a portable document format (PDF) or other clear and visible electronic format will have the same legal effect as an original. Each of the persons signing on behalf of a party hereto represents that he or she has the authority to sign this Agreement on such party’s behalf.
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11.10No Adverse Construction. Both parties acknowledge having had the opportunity to participate in the drafting of this Agreement. This Agreement will not be construed against either party based upon authorship. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.
12.Access to California Department of Tax and Fee Administration Data.
12.1Client shall adopt a resolution in a form acceptable to the California Department of Tax and Fee Administration and in compliance with Section 7056 of the Revenue and Taxation Code, authorizing Consultant to examine the confidential sales tax records of City. Client further agrees to continue Consultant’s authorization to examine the confidential sales tax records of the City by maintaining Consultant’s name on the City resolution until such time as all Consultant compliance work on behalf of Client has been completed and any fee owing to Consultant has been paid.
12.2Section 7056 of the State of California Revenue and Taxation Code specifically limits the disclosure of confidential taxpayer information contained in the records of the California Department of Tax and Fee Administration. Section 7056 specifies the conditions under which a City may authorize persons other than City officers and employees to examine State Sales and Use Tax records.
12.3The following conditions specified in Section 7056-(b), (1) of the State of California Revenue and Taxation Code are hereby made part of this Agreement:
12.3.1Consultant is authorized by this Agreement to examine sales, use or transactions and use tax records of the Department of Tax and Fee Administration provided to City pursuant to contract under the Bradley-Burns Uniform Sales and Use Tax Law Revenue and Taxation Code section 7200 et.seq.
12.3.2Consultant is required to disclose information contained in, or derived from, those sales, use or transactions and use tax records only to an officer or employee of the City who is authorized by resolution to examine the information.
12.3.3Consultant is prohibited from performing consulting services for a retailer, as defined in California Revenue & Taxation Code Section 6015, during the term of this Agreement.
12.3.4Consultant is prohibited from retaining the information contained in, or derived from those sales, use or transactions and use tax records, after this Agreement has expired.
Information obtained by examination of Department of Tax and Fee Administration records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the City as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the Consultant as a person authorized to examine sales and use tax records and certify that this Agreement meets the requirements set forth above and in Section 7056 (b), (1) of the Revenue and Taxation Code. [Signatures are on the next page]
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FIN:370-10\tt\H:\COMMON\Council\2024\Public Services\050724 Business Tax Agreement Attach 1.docx IN WITNESS WHEREOF, the parties hereto have entered into this Agreement through their duly authorized representatives as of the Agreement Date.
HdL:
Robert Gray, Vice President
Richard Park, Chief Financial Officer
City of Thousand Oaks:
Al Adam, Mayor
ATTEST:
Laura B. Maguire, City Clerk
APPROVED AS TO ADMINISTRATION:
Andrew P. Powers, City Manager
APPROVED BY DEPARTMENT HEAD:
Jaime Boscarino, Finance Director
APPROVED AS TO FORM:
Office of the City Attorney
By: Tracy Friedl, Assistant City Attorney
[Exhibit A (Scope of Service) and Exhibit B (Compensation) are attached hereto]
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Consultant will provide the following Services relative to Consultant’s local tax software solution.
1.Prime Cloud Business Tax Software
1.1. Software Hosting Services – Consultant’s hosting services include system upgrades, hardware and software maintenance, database management, and disaster recovery. Website functionality will be hosted using a Client specific sub-domain on Consultant’s special purpose hdlgov.com domain. Client will be responsible for maintaining its workstations and a reliable internet connection.
1.1.1. Workstation Specifications – Client users will access the software service via any of the major browsers. A device with keyboard, mouse and a full screen display is ideal.
1.1.2. Network Specifications – Consultant’s hosted service requires reliable, high speed internet connectivity.
1.2. Software Requirements - Consultant’s Business Tax Software solution shall provide the following:
1.2.1. License Management: Comprehensive tools for managing various types of business licenses, including tracking renewal dates, issuing new licenses, and managing compliance requirements.
1.2.2. Compliance Monitoring: Automated features to monitor compliance with local, state, and federal regulations, ensuring businesses stay up-to-date with licensing requirements and avoid penalties.
1.2.3. Renewal Reminders: Paper or email notifications and reminders for upcoming license renewals, reducing the risk of licenses expiring and helping businesses maintain compliance seamlessly.
1.2.4. Document Management: Centralized storage and organization of all license- related documents per account.
1.2.5. Reporting and Analytics: Robust reporting capabilities to generate insights into license statuses, compliance trends, and regulatory changes.
1.2.6. Security and Compliance: Robust security measures to protect sensitive license information and ensure compliance with data privacy regulations.
1.3. Online Customer-Facing Program for Business Tax
1.3.1. User-Friendly Interface: Intuitive and easy-to-navigate platform designed to streamline the business license application and renewal process for customers, reducing complexity and enhancing user experience.
1.3.2. Online Application Submission: Convenient online submission of license applications, eliminating the need for manual paperwork and enabling businesses to apply for licenses from anywhere, at any time.
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1.3.3. Real-Time Status Updates: Instantaneous updates on the status of license applications and renewals, providing transparency and peace of mind to customers throughout the process.
1.3.4. Document Upload and Management: Secure document upload functionality for customers to submit required documentation for license applications, with centralized document management capabilities for easy access and retrieval.
1.3.5. Payment Processing: Seamless online payment processing for license fees, offering multiple payment options and ensuring a smooth and hassle-free transaction experience for customers.
1.3.6. Self-Service Account Management: Self-service account management features, allowing customers to update their contact information, track license statuses, and manage renewals without the need for assistance from support staff.
1.3.7. Mobile Accessibility: Mobile-responsive design for seamless access to the platform on smartphones and tablets, enabling customers to manage their business licenses on the go.
2.Software Support
2.1. Client Support - Consultant will provide Client’s users no charge support by telephone, email and the web during the term of this Agreement. In the United States support is available as follows: For customer support between the hours of 8:00 am and 5:00 pm Pacific time, Monday through Friday, email [email protected] or call (909) 861-4335 and ask for software support. For urgent off hours support before 8:00 am or after 5:00 pm Pacific time, Monday through Friday (or anytime Saturday), email [email protected] and Consultant’s on call support personnel will be notified. Please only include your name, agency and contact # in emails to [email protected]. You will be contacted as soon as possible.
2.2. Response Time – In the event that Client encounters an error and/or malfunction whereby the software does not conform to expected behavior in accordance with the software design, Consultant will assign one of the following severity levels and render support services in a timely manner consistent with the urgency of the situation.
2.2.1.Severity Level 1 – a critical problem has been encountered such that the software is essentially inoperable and without a reasonable workaround. Consultant will respond within one (1) business hour to diagnose the problem. A response is defined as an email or call to the Client’s designated support contact. Consultant and Client will work diligently and continuously to correct the problem as quickly as possible.
2.2.2.Severity Level 2 – a problem has been encountered that does not prevent use of the software, but the software is not operating correctly. Consultant will diagnose the problem within 48 hours and advise Client of any available work-around. Upon Consultant’s confirmation that the software is not operating correctly, Consultant will provide a software update to repair the defect and confirm with Client that the update resolved the issue.
2.2.3.Severity Level 3 – a minor problem has been encountered. The software is usable but could be improved by correction of a minor defect or addition of a usability enhancement.
HdL will assess the request within fifteen (15) business days and, depending on priorities, schedule a software update for a future release, advise Client that the request will not be implemented, or offer
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2.3. Support Policy Regarding Reports - Consultant will assist with modifications to reports as needed during the term of this agreement. Typical report modifications require 7 to 10 business days to complete. Very complex reports or reports required in a very short time frame may incur development costs, in which case an estimate will be provided for approval before the work is begun.
2.4. Software Upgrades - Except to the extent that upgrades of the software include new modules or features not previously offered as part of the software as of the date hereof, Client is entitled to all upgrades of the software within the terms of this Agreement. Additional costs may apply depending on the extent of the upgrade. Potential additional costs include training, consulting, configuration, or other requested services.
2.5. Out of Scope Support – Client agrees to pay additional hourly fees according to Consultant’s then current hourly rates if the Client desires Consultant’s assistance for matters which are not caused by any defects in Consultant’s software.
3.Online Payment Processing
3.1. Standard Payment Processing Solution – Consultant’s software includes PCI compliant payment processing services, supporting both credit card and eCheck transactions.
Consultant guarantees continued support of the Standard Payment Processing Solution across all releases of Consultant’s software and the Standard Payment Processing Solution, at no cost to Client.
3.1.1.Payment Processing - Consultant shall provide its Services to support payments remitted to Client. Consultant shall transmit transactions for authorization and settlement through Consultant’s certified payment processor. Funds for transactions processed by Consultant hereunder shall be submitted to Client’s designated bank no more than three (3) business banking days after all Transactions that are successfully processed prior to midnight on each business banking day. Consultant makes no representation or warranty as to when funds will be made available by Client’s bank.
3.1.2.Support - Consultant shall provide Client with payment processing related customer service as needed. Client shall timely report any problems encountered with the service.
Consultant shall promptly respond to each report problem based on its severity, the impact on Client’s operations and the effect on the service. Consultant shall either resolve the problem or provide Client with the information needed to enable the Client to resolve it.
3.1.3.Transaction Errors - Consultant’s sole responsibility for any Transaction error or reversed Transaction is to determine whether the result indicates a problem with Consultant’s service and, if necessary, reprocess and resubmit the Transaction without additional charge. In the event that a Transaction is reversed or refunded to any Customer of Client, for any reason, Consultant will debit the Client’s financial institution account for the total of the reversals or refunds in one settlement day. This value will not be net against the day’s deposits.
3.1.4.Electronic Check Authorization - If Client elects to accept electronic Checks as a form of payment, the following subsections apply. For the purpose of this section, “checks” means checks drawn on accounts held in the U.S. (“Check(s)”).
3.1.4.1. Client shall select risk management controls governing Check
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3.1.4.2. Client hereby authorizes Consultant to debit the Client’s financial institution account in the amount of any returned or refunded item that is received by Consultant. This debit will be separate from any sales and shall be totaled by daily settlement.
3.1.5.Client Responsibilities
3.1.5.1. As a condition to its receipt of Consultant’s Standard Payment Processing Solution, Client shall execute and deliver a payments services/merchant application with Consultant’s Standard Payment Processing Solution vendor to establish Client’s merchant account for payments processing, and any and all applications, agreements, certifications or other documents required by Networks or other third parties whose consent or approval is necessary for the processing of Transactions. This includes “Network” is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.
3.1.5.2. Client represents, warrants, and agrees that it does and will comply with applicable Laws and regulations and Network rules, regulations, or operating guidelines. Client shall notify Consultant in writing as soon as possible in the event a claim is either threatened or filed against Client by any governmental organization having jurisdiction over Client or a Customer related to the Service. Client shall also notify Consultant in writing as soon as possible in the event a claim is either threatened or filed against Client relating to Transactions or the Services or a fine or other penalty is assessed or threatened relating to Transactions or the Services.
3.1.5.3. Client represents, warrants, and agrees that it is and will continue to be in full compliance with all applicable requirements of the Client Information Security Program of VISA, the Site Data Protection Program of MasterCard, and similar programs of other Networks, and any modifications to such programs that may occur from time to time. Upon the request of Consultant, Client shall provide Consultant with documentation reasonably satisfactory to Consultant verifying compliance with this Section.
3.1.5.4. Client hereby grants Consultant the full right, power, and authority to request, receive and review any Data or records reflected in a Transaction report. Client represents and warrants that it has the full right and authority to grant these rights.
3.2. Custom Payment Processing Solution - Should Client require a different payment processing solution than Consultant’s designated standard solution, Client will pay an initial custom development fee to establish the integration as well as an increase to the annual use fee to maintain the integration across regular maintenance releases of Consultant’s software and Client’s custom payment processing solution. The annual use fee does not include significant redevelopment of the integration as may be required for major updates to Consultant’s software or Client’s custom payment processing solution. Before commencing any work, Consultant will provide a statement of work (SOW) defining the scope of work to be performed, timeline for development, and all associated costs.
3.2.1. In the event that Consultant’s designated standard solution fails to operate or be implemented to Client’s expectations, Consultant will, at no cost, set up an integration to another established processor of Consultant’s choice meeting the same requirements.
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4.Revenue and Discovery Program
4.1. Track and report on discovered businesses, within Client’s jurisdiction, that have been found to be doing business and/or are delinquent in the business tax payments.
4.2. Collect the taxes, assessments, fines, interest, and penalties levied and imposed in accordance with Client’s Business Tax Ordinance. Maintain a record showing the amount received from each person, business, taxpayer, or employer paying the same and the date of such collection and receipt.
4.3. Audit businesses as required and/or requested.
4.4. Tailor reports and notices to Client’s reporting needs in a mutually agreed format.
4.5. Define, recommend, and report on methodology for discovery of business tax revenues.
4.5.1. Meet with designated Client Staff as necessary to support Client in recovering and preventing tax deficiencies.
4.5.2. Attend meetings as needed to discuss analytical reports for business taxes.
Provide charts and graphs as supporting documentation.
4.6. Quarterly meetings and reports
4.6.1. Provide ongoing communication to Client on revenue recovery work in progress.
4.6.2. Provide monthly or quarterly reports of all new business discovery and collection efforts.
4.6.3. Notify Client of all disputes and businesses not in compliance.
Exhibit B: Compensation
1.Pricing Adjustments – All pricing listed in this Schedule will be honored during the first twelve months of software services. Any additional/optional services needed after this period will be provided using Consultant’s current pricing schedule at the time the service is requested.
2.Maximum and Rate - The total compensation payable to Consultant by City for the software services under this Agreement SHALL NOT EXCEED the sum of $175,000. This limit does not apply to compensation for taxpayer-funded payment services which is billed according to usage or revenue discovery and audit services which is billed on all revenue recovered.
3.One Time Costs
Item Price Comments
3.1. Prime Cloud Migration $5,000.00
3.2. Revenue Discovery and Audits 35%
of revenue collected
This is a revenue share program.
The 35% cost is only while
business is in compliance
program.
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4.Recurring Costs
5.CPI – Recurring costs will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”). Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of ten percent (10%) or the actual CPI Change.
For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 10%.
6.Payment Processing – Consultant’s Standard Payment Processing Solution will configure payment processing services to utilize either a taxpayer funded model (service/convenience fee) or Agency funded model, as directed by Client. Client may switch between these models or components (credit card or eCheck) upon written request to Consultant. Fees for each of these payment processing models are detailed here.
6.1. Taxpayer funded model – Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment.
6.1.1.Credit/debit card processing – 2.9% of transaction amount, minimum of $2.00
6.1.2.ACH/eCheck processing - $1.25 per transaction
6.1.3.ACH/eCheck returns - $0.00 per return
6.1.4.Chargebacks - $0.00 per chargeback
6.2. Agency funded interchange passthrough model
6.2.1.Credit/debit card processing – 2.9% + $0.30 per transaction
6.2.2.ACH/eCheck processing - $0.50 per transaction
6.2.3.ACH/eCheck returns - $10.00 per return
6.2.4.Chargebacks - $25.00 per chargeback
6.3. Consultant reserves the right to review and adjust pricing related to payment processing services on an annual basis. Consultant will communicate any such adjustment to Client in writing, with 60 days advance notice. A written amendment must be agreed to by both parties for all fee changes. Items that will be considered in the review of fees may include, but are not limited to:
regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service.
6.4. Fees do not include expenses, late fees or charges, or taxes, all of which shall be the responsibility of Client. In addition to the charges specified, Client may be responsible for (a) all interchange and network provider fees, (b) all dues, fees, fines and assessments established and owed by Client to Visa and/or Mastercard, (c) for all costs and fees associated with changes to ATM protocol caused by Client’s conversion to the Services, and (d) any increase in postage charges, provided that any increase in charges resulting from (a) through(d) shall not exceed the actual increase incurred by Consultant.
Item Price Comments
4.1 Annual Software Use Fee $22,818.19 This amount shall be due Sept. 2024, then annually after.
4.2 Payment Account Hosting and
Maintenance $420.00 $35.00 per month, billed annually.
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7.Payment Schedule
7.1. Recurring software service fees will be invoiced each year on the anniversary of the effective date of the Agreement and shall be due within 45 days of the invoice date.
7.2. Payment processing service fees are invoiced monthly and shall be due within 45 days of the invoice date.
7.3. All invoices or statements shall be emailed to [email protected].