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HomeMy WebLinkAbout2013/10/01 Item 02 5^�.in1� -- -=3-���_ CITY COUNCIL � - � � �= = AGENDA STATEMENT , � .t�.�{� - � ° ��f l� _ � ,;,�� ciTV oF CHULA VISTA OCTOBER 1. 2013. Item Z ITEA1 TITLE: RESOLliT10?�' OF THE CITY COUI�TCIL OF THE CITY OF CHliLA VISTA APPROVIIVG AN AGREEA4ENT BETWEEN THE CITY AND HDL SOFTNARE. LLC. TO PROVIDE BUSi1vESS LICENSE TAX REVE\�IJE DISCOVERY A\'D COn4PLIA\'CE SERVICES / StiBNIITTED BI': FIN.ANCE DIRECTORI TREASliRER /�`'1 f�'ti'���' REVIE�VED BI': CITY ��\'AGER ,J/a-��` ,�� JDS ASSIST��T CITY MANAGER �� 4/STHS VOTE: 1'ES � NO X� SU1ZI,IARy In A4ay 20li; the Cirv of Chula Vista issued a Request for Proposals (RFP) for business license taK re��enue disco��ery and compliance services. Afrer a thorou�h selectio� process; the City has selected HdL Sofnvaze (HdL) to provide these services. E\�'IRONA4ENTAL REV"IE��' The Environmental Revie��� Coordinator has reviewed the proposed action for compliance with the Califomia Environmental Quality Act (CEQA) and has determined that the activity is not a "ProjecY' as defined under _Section 1�378(b)(4) of the State CEQA; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines the activitv is not subject to CEQA. Thus, no environmental revie��� is necessary. REC0�4n1ENDATION That Citv Council adopt the resolution. BOARDS/C01�I1�IISSION REC0�1�1ENDATION \�ot applicable. DISCUSSION ln Januazy of 2012; the City Council endorsed the City �4anaeers Fiscal Recovery and Prosress Plan. This plan built upon the successes of the Ciry's Fiscal Health Plan; including ne��� components necessarv to achie��e fiscal recovery beyond a single budget c��de. A key focus of both the Fiscal Health Plan and the Fiscal Recovery and Progress 2-1 OCTOBER 1, 2013, Item Z PaQe 2 of 4 Plan is the eeneration of additional revenues while preserving and protecting current revenues. The City of Chula Vista Finance Director/ Treasurer is responsible for collecting all City revenue, including taxes, assessments, licenses, permits, fines, penalties and fees for services. Pursuant to Section 5.02.020 of the Chula Vista Municipal Code, it is unlawful for any person to transact; eneage in, or carry on any business, show, exhibition or game within the corporate limits of the City without having first procured a business license. Increasing the City's rate of recoeery of business license taxes owed supports the City's goal of enhancing and protecting revenues, without increasing fees or taaes. Contracting with a firm that specializes in business license discovery and compliance services is recommended to increase the City's business license tax collection rate with minimal impacts to City staff. On May 6, 20li, the City of Chula Vista issued a Request for Proposals (RFP) for business license tax revenue disco��ery and compliance services. Through Discovery Semices, businesses operating in the City of Chula Vista without an active business license will be identified. Through Compliance Sen�ices; compliar�ce ���ith Chapter 5 (Business License, Tax and Regulations) of the Chula Vista Municipal Code will be encouraged through correspondence �n�th the unlicensed business identified in provision of Discovery Services. In accordance with Municipal Code §2.56.110(c), the RFP was advertised in the Star I�'ews, posted on the Ciry's Planet Bids website; as well as sent out directly to two firms that had been identified as potential bidders. The City recei��ed Four responsive bids. All bids received included a fee proposal based on shazing business license ta�ces generated by the discovery and compliance work. The re��enues to be sha��ed included current year taxes due and all prior unlicensed years; up to the maximum tenn enforceable pursua�it to the City's Municipal Code (current year plus up to three prior years). One proposal (Help My Community) also induded a term over which future revenues generated by the work would continue to be shazed. The responsive bids and proposed fee schedules are summarized in Table 1 below. Table 1 , . , . . . � � � � . • • � � � � � Help My Community 30% 3.0 HdL 35% N/A Municipal Auditing Services 30% N/A MuniServices 40% N/A A three person selection committee comprised of Finance Department staff reviewed the bid responses to assess each firm's qualifications to provide the services detailed in the RFP. 2-2 OCTOBER 1. 20li. Item Z Paoe 3 of 4 Based upon the results of the RFP selection process; staff recommends contractine ��ith HdL Soft��aze (HdL) to provide business license tax revenue discovery and compliance sen�ices. HdL presented the best proposal; demonstrating an abilin� to provide the required services ���hile minimizing expense to the Cin�. HdL's discoven� pro�am combines elec�-onic reseazch �vith field sun�e�s to identifi� all potentially unlicensed businesses active in the Cin�. HdL then initiates contact and assists businesses in navieating the process to become compliant. All contact n�ill be ��ia City approved communication methods, includine, but not lunited to, mail; telephone, email; aud web-site access. The Citv �vill ���ork N�th HdL to narrowlv target noncompliant businesses; ��ith the e�press goal of avoidine unpacts to, or contact�i•ith, properl�� licensed businesses. �4lith a business friendl}� focus and an education centric approach, HdL ���ill support the business communin� in all aspects of the compliance process. In addition to individual support; HdL ��°ill pro��ide a ���ide ranee of online services 24 hours per da��, 7 days per week; includine online filin� and paying for ta,�es. Additional oriline services to be provided for business o���ners include obtainine copies of applications, eeneral support and FAQs, scheduling appointments and requestine copies of their ta� registration. In addition to robust business license discoven� and compliance pro�rams, HdL is able to provide greater efficiency in this effort than the other bidders. The City curreotly uses HdL's soft��aze to administer our business license program. The City ���ill be able to import data generated by HdL's discoverv and compliance acti��ities directly into our business license management system, increasine efficiency; reducine processing time; and reducins oppommities for data entr�� errors. In addition to these s��stem efficiencies, HdL is alread�� familiar with the Cin°'s business license processes and procedures; supporting a faster and smoother implementation process. Because of their extensive kno�vledee a�d esperience N�ith business license tar revenue discoven� and compliance activities; their business friendl�� approach; their familiaritv �rith Chula Vista's business license programs and processes; and the technical and system efficiencies anticipated; contract a�vard to HdL is recommended. DECISION MAKER CONFLICT Staff has re��ie���ed the decision contemplated b�� this action and has determined that it is not site specific and consequently, the �00-foot rule found in Califomia Code of Reoulations section I 5704.2(a)(1); is not applicable to this decision. CliI2RENT 1'EAR FISCAL IA'IPACT All contract costs �+�ill be fullv offset bti� increased business license tax revenues. These costs, as well as the net positi��e impact of the Citv_ �i�ill ��an� based upo❑ the actual business license re��enues senerated bv the consultant`s �vork. Staff �vill return to Council to request an appropriation for current fiscal }ear e�penses once the project is undeni-a�� and contract costs can be reasonabl�• estimated. Any appropriations requested ���ill be fully offset b}� additional revenues oenerated by this project. 2-3 OCTOBER 1. 2013. Item 2 Page 4 of 4 � HdL will be paid 35% of all business license tax revenues generated by their discovery and compliance services. This rate will apply to current year amounts due (year of discovery), and an}� prior yeaz amounts due, up to 3 years prior, as provided by the Chula Vista Municipal Code. I�TO revenues generated by HdL's services wil] be shared in fumre years. ONGOING FISCAL IA'IPACT All contract costs ti�ill be fully offset by increased business license tax revenues. These costs, as well as the �et positive impact of the City, will vary based upon the acmal business license revenues generated by the consultant's work. The agreement is for a tenn of three years, with two one-year options. As HdL continues to identify additional noncompliant businesses, they will continue to be paid 3S% of all business license ta�c revenues generated by their discovery and compliance services. This rate will apply to cunent year amounts due (year of discovery), and any prior year amounts due, up to 3 years prior, as provided by the Chula Vista Municipal Code. No revenues generated by HdL's services will be shared in future years. ATTACHAZENTS 1. Agreement betH�een the City and HdL Sofrware, LLC, to Provide Business License Tax Revenue Discovery and Compliance Services. Prepared by: Trffany Allen, Treasury Manager, Finance Deparmven� 2-4 COUNCIL RESOLliTIO?� NO. RESOLliTION OF THE CITI' COU�'CIL OF THE CIT1' OF CHULA VISTA APPROVII�'G AN AGREE�4ENT BE?\�'EE\ THE CIT1' AND HDL SOFT�4%:�RE. LLC. TO PROVIDE BUSIivESS LICENSE TAX REVENUE DISCOVERY AND COMPLIANCE SERVICES \'���HEREAS; the City of Chula Vista Finance Director/ Trzasurer is responsible for collectine all Citv revenue. including taxes, assessments; licenses, permits; fines, penalties and fees for services: and \\�HEREAS, pursuant to Section �.02.020 of the Chula V"ista Municipal Code, it is unla���ful for am� person to transact, eneage in, or carry on an� business; sho�v, eshibition or eame within the corporate limits of the City ���ithout havine first procured a business license; and R'"I-IEREAS, the Citv desires to contract ��-ith a ��endor to provide business license ta� revenue discovery and compliance services; and \��I-IEREAS; on n4ay 6; 2013. the City of Chula Vista issued a Request for Proposals (RFP) for business license tax revenue discoverv and compliance services; and �VHEREAS; the RFP �vas advenised in the Star Ne���s. posted on the Citds Planet Bids website and distributed directly to t���o firms pre��iously identified as potential bidders for utilit�° in��oice re��iew services: and \'�'HEREAS, the Cin� received four responsi�e bids; and �'��HEREAS, Citv staff conducted a comprehensive revie��� to determine the best qualified firm to provide business license ta� revenue discovery and compliance services; and \l'HEREAS; HdL Sofr„�aze : LLC (HdL) has demonstrated the abilitv and the expenise to pro��ide business license tax re��enue disco��er�� and compliance services in accordance �aith the scope of work requirements of the RFP; and �4'HEREAS; HdL has submitted a proposai to pro��ide business license ta� revenue disco��er} and compliance services in exchanee for a fee of thim'-fi��e percent (3�%) of the business license tak re�enues generared bv their discovery and compliance services, includine current �ear tas due and all prior unlicensed years; up to the masimum term enforceable pursuant to the Cih�'s A9unicipal Code of three ��ears; and «'Z-IEREAS. the Citv curzenth uses HdL sofr�vare to administer it`s business license program; and 1:Wttome���FINAL RESOS A,\D ORDI\ANCES�2013\I O 01 13ULE50-Finance-Business License Svcs.doc 9/1 i/2013 8:15�1 2-5 Resolution I�ro. Pase 2 WHEREAS, in consideration of their extensive kno�n�ledge and experience with business license tax re��enue discovery and compliance services; their business friendly approach; their familiarity with Chula Vista's business license programs and processes; and the technical and system efficiencies anticipated; contract award to HdL is recommended. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista; that it approves the Agreement between the City of Chula Vista and HdL Sofr��are, LLC; to Provide Business License Taa Revenue Discovery and Compliance Services, in the form presented; as ma�� have been modified by the Counci] prior to its approval and with such minor modifications as may be required or approved by the City Attorney, a copy of which shall be kept on file in the Office of the City Clerk, and authorizes and directs the Mayor to eaecute same. Presented by Approved as to form by / �/ i Maria Kachadoorian ��—�G��lec� .'�o gins Finance Director/Treasurer XUC,h�Attorney J:\Attomev�F'I1�AL RESOS AND ORDIi�`ANCES�013\IO 01 13\RESO-Finance-Business License Svcs.doc 9/17/2013 8:15 M1 2-6 THE ATTACHED AGREEMEI�TT HAS BEEI`T REVIE���ED A\'D APPROVED AS TO FORI�� BI' THE CITY ATTORi\TEY'S OFFICE AND ���ILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COLINCIL , ' �r.chl Glen`R. �Czooeins \Citv Attorney Dated: CI 7i� I I AGREEMENT BET�WEEN THE CITY OF CHLZA VISTA A\�D HdL SOFT���ARE, LLC TO PROVIDE BUSINESS LICENSE TAX REVENUE DISCOVERY A\'D COMPLIANCE SERVICES 2-7 � Agreement beriveen City of Chula Vista and HdL Software, LLC To Provide Business License Tax Revenue Discovery and Compliance Services This agreement (Agreement), effective , is between the City-related entity whose name and business form is indicated on Exhibit A, Paragraph 2, (City); and the entity whose name; business form; place of business and telephone numbers are indicated on Exhibit A, Para2raphs 4 through 6; (Consultant), and is made with reference to the followin� facts: RECITALS WHEREAS, pursuant to Section 5.02.020 of the Chula Vista Municipal Code; it is unla��ful for any person, or any person as agent, clerk or employee, either for himself or for any other person, within the corporate limits of the City, to transact, engage in, or carry on any business, show exhibition or eame hereinafter specified without first having procured a business license therefore; and WIIEREAS, pursuant to Section 5.04.040 of the Chula Vista Municipal Code; any person who shall commence; engage, transact or cany on any trade calling, profession, occupation or business within the city without ha��ing first procured a business license from the City to do so shall be assessed taxes and penalties, which amount shall be calculated for the period beginning with the quarter in which the commencement of business activity within the city beean and ending with the expiration of the current annual licensing period; provided, however, that the start of such period shall not exceed three years prior to the date of notification of violation. Such taxes and penalties are to be collected, and the amount tbereof to be enforced; in the same manner business license taxes aze collected and the payment thereof enforced for licensed businesses; and WHEREAS; City of Chula Vista Finance Director/,Treasurer is responsible for collecting all business license taxes and penalties; and WHEREAS, this Agreement involves the performance of business license tax revenue discovery and compliance services; including identification of businesses operating in fhe city without an active business license and encouraging compliance with Chapter 5 (Business Licenses, Ta�c and Regulations) of the Chula Vista Municipal Code by correspondin� with unlicensed businesses identified: and WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Consultant to City in accordance with the time frames and the terms and conditions of this Agreement. [End of Recitals. Next Page Starts Obligatory Provisions.] Pa�e 1 Two Parry Agreement Ben✓een rhe Cin�ojChula Vsta mid HdL Soff�Ta:gLLC m Provide Business Lirense Tax Revenue Discovery artd Comp[iance Services. OBLIGATOR]'PR0�7S[O\S PAGES NOR�; THEREFORE; for valuable consideration the Cin� and Consultant do hereby mumallv aeiee as follows: All of the Recitals above are incorporated into this Aereement bv this reference. ?,RTICLE I. CO\rSliLT�\T'S OBLIG.4TI0\�S A. General 1. General Duties. Consultant shall perform all of the ser�ices described on E.thibit A; Paragraph 7 (General Duties). 2. Scope of Work and Schedule. In performinQ and deliverine the General Duties; Consultant shall also perform the sen�ices, and deliver to -City the "Deliverables' described in E.�:hibit A, Pazasraph 8, entitled `�Scope of R%ork and Schedule;" accordina to; and �Rthin the time frames set forth in Exhibit A. Pazaeraph 8; time being of the essence of this agreement. The General Duties and the work and Deliverables requued in the Scope of R%ork and Schedule shall be referred to as the "Defined Services.' Failure to complete the Defined Services b}�the times indicated dozs not, e�cept at the option of the Citv. terminate this Aareement. a. Reductions in Scope of �G'ork. City mav independenth. or upon request from Consultant, from time to tune, reduce the Defined Services to be performed by the Consultant under this Aereement. Upon doine so, Cin and Consultant aaree to meet in 2ood faith and confer for the purpose of negotiatine a correspondinQ reduction in the compensation associated w-ith the reduction. b. Additional Services. In addition to performine the Defined Sen ices; Cin� may requue Consultant to perform additional consultine services related to the Defined Senrvices (Additional Senices), and upon doing so in writine, if thev are within the scope of services offered b�� Consultant and consultant agrees to the terms and scope of work; Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule- in E�hibit A; Pazaoraph 10(C); unless a sepazate fised fee is otherw-ise agreed upon. All compensation for Additional Sen-ices shall be paid monthl�� as billed. 3. Standard of Caze. The Consultant expressly warrants that the work to be performed pursuant to this Aereement, whether Defined Services or Additional Services; shall be performed in accordance �ti�th the standard of care ordinarilv exercised b�� members of the profession currently practicing under similaz conditions and in similar locations. a. No Tf'aiver of Standard of Care. Where approval b� City is required_ it is understood to be conceprual approval only and does not relieve the Consultant of responsibilin for compl�-ing writh all laws, codes, industry standards; and liabiliri for damaees Paee Z Two Parry�A�reeirtent Ben.•een the Cuy ojChula V'ura arsd HdL Softg¢r�LLC io Provide Businas License Tax Rn•ewe Discwen�and Compliante Servicw. caused by neelieent acts, errors; omissions, noncompliance with industry standazds, ar the willful misconduct of the Consultant or its subcontractors. B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the Consultant must comply �rith the federal or state law and implementing regulations. No provision of this Agreement requires the Consultant to observe or enforce compliance with any provision; perform any other act, or do any other thing in contravention of federal, state; temtorial, or local la��, reeulation; or ordinance. If compliance with any provision of this Agreement violates or would require the Consultant to violate any law, the Consultant agrees to notify City immediately in writing. Should this occur, the City and the Consultant agree that they ��ill make appropriate arrangements to proceed with or, if necessary, amend or terminate this Agreement, or portions of it, expeditiously. 1. Subcontractors. Consultant aerees to take appropriate measures necessary to ensure that all participants utilized by the Consultant to complete its=obligations under this Aereement, such as subcontractors, comply with all applicable laws; regulations, ordinances; and policies, whether federal; state, or local, affecting Project implementation. In addition, if a subcontractor is expected to fulfill any xesponsibilities of the Consultant under this Agieement, the ConsultanY shall ensure that the subcontractor carries out the Consultant's responsibilities as set forth in this Agreement. C. Insurance 1. General. Consultant must procure and maintain, during the period of performance of this Agreement, and for twelve months after completion; policies of insurance from insurance companies to protect against claims for injuries to persons or damages to property that may arise from or in connection �vith the performance of the work under this Agreement and the results of that work by the Consultant, his agents, representatives, employees or subcontractors, and provide documentation of same prior to commencement of work. 2. Minimum Scope of Insurance. Coverage must be at least as broad as: a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence Form CG0001). b.Auto. Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). c. WC. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. d.E&O. Professional Liabiliry or Errors & Omissions Liability inswance appropriate to the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include contractual liabiliry. Pase 3 Tua Parry Agreemerc!Benueen the Ciry ojChula ticsta and HdL SoJeuar�,0LC to Provide Business License Tax Revenue Disrovep�and Compliance Servires. � 3. �4inimum Limits of Insurance. Consultant must maintain limits no less than those included in the table belo«�: i. General Liabilin�: S 1;000,000 per occurrence for bodil�� injun�, personal injurv_ (Including (includine death); and propem damaQe. If Commzrcial General operations; Liabilin insurance nith a eeneral aggreeate limit is used; either products and tbe eeneral aggregate limit must apply sepazately to this completed Project/location or the eeneral aegregate limit must be riyice the operations, as required occurrence limit. ap licable) ii. Automobile �1;000;000 per accident for bodil� injury, including death, and Liabilitv: propem damaee. iii. «'orkers' Statutor�° Compensation �1,000,000 each accident - - Emplo�er's �1;000;000 disease-policy limit Liabilin°: 51.000.000 disease-each em lovee iv. Professional 51.000.000 each occurrence Liabilirv or Errors & Omissions Liabilitv: �. Deductibles and Self-Insured Retentions. An�• deductibles or self-insured retentions must be dedared to and appro��ed by the City. At the option of the Ciri�, either the insurer will reduce or eliminate such deductibles or self-insured retentions as ther pertain to the Citv, its officers, officials, employees and volunteers; or the Consultant will provide a financial ouarantee satisfactory to the City guaranteeing pa�ment of losses and related investieations; claun administration; and defense expenses. �. Other Insurance Provisions. The eeneral liabiliri�, automobile liabilirv, and where appropriate, the ���orker s compensation policies are to contain; or be endorsed to contain; the follo«�na provisions: a. Additional Insureds. City of Chula Vista; its officers; officials; emplo��ees, agents, and volunteers aze to be named as additional insweds with respect to all policies of insurance, including those «ith respect to liabilirv arisine out of automobiles oHned, leased, hired or borrowed bv or on behalf of the Consultant; ��here applicable, and; with respect to liabiliri-arisine out of work or operazions perFormed tiv or on behalf of the Consultant, including providing materials, parts or equipment furnished in connection N�th such work or operations. The eenera] liabiliri additional insured coverage must be providzd in the form of an endorsement to the Consultanrs insurance usin� ISO CG 2010 (11/8�) or its equivalent. Specifical]}�, the endorsement must not exclude Products/Completed Operations coverage. b. Primary Insurance. The Consultant`s General Liabilin- insurance coverase must be prunarv insurance as it pertains to the Cin-; its officers; officiais; employees, agents, Pase � Tuo Pam�A�reement Brtween�he C+m of Chula �8ra and XdL SoJ�a�.fLC m Pro�•ide Business License Tax Rn•enue Ducovery�and CompGanre Sen�ices. and volunteers. Any inswance or self-insurance maintained by the City; its officers, officials; employees, or volunteers is ��holly separate from the insurance of the Consultant and in no wa}� relieves the Consultant from its responsibility to provide insurance. a Cancellation. The insurance policies required by this Agreement shall not be canceled by either part5�, except after thirty days' prior written notice to the City by certified mail, retum receipt requested. The words "will endeavor" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company; its aeents, or representatives' shall be deleted from all certificates. d. Active Negligence. Coverage shall not extend to any indemniry coverage for the active negligence of the additional insureds in any case where an agreement to indemnify the additional insured ��ould be invalid under Subdivision (b) of Section 2782 of the Civil Code. -_ e. Waiver ofSubrogation. ConsultanYs insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coveraee for the term required by this Agreement. 6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coveraee are written on a claims-rriade form: a. Retro Date. The "Retro Date" must be shown, and must be before the date of the Agreement or the beginning of the work required by the Agreement. b. Maintenance and Evidence. Insurance must be maintained and evidence of insurance must be proeided for at least five years after completion of the work required by the Agreement. a Cancellation. If coverage is canceled or non-renewed, and not replaced with anothec claims-made policy form with a "Retro Date' prior to the effective date of the Agreement, the Consultant must purchase "extended reporting" coverage for a minimum of five yeazs after completion of the work required by the Agreement. d. Copies. A copy of the claims reporting requirements must be submitted to the Ciry for review. 7. Acceptabilitv of Insurers. Insurance is to be placed with licensed insurers admitted to transact business in the State of Califomia with a current A.M. BesYs rating of no less than A V. If insurance is placed with a surplus lines insurer; insurer must be listed on the State of Califomia List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best's ratine of no less than A X. Exception may be made for the State Compensation Fund Hhen not specifically rated. Paee � 7wo Parp�.9greement Benveen the Ciry�ojOiula I�ista and HdL Sa,jrcc7�,'�LCto Pravide Business License Tax Revenue Discovem and Complianre Services. 8. Verification of Coveraee. Consultant shall fumish the Cin• with orieinal certificates and amendator�� endorsements effectine co�eraee required b}- Section I.C. of this Agreement. The endorsements should be on insurance industry forms, pro�ided those endorsements or policies conform to the requirements of this ?,greement. All certificates and endorsemenu are to be received and appro�ed by the City before work commences. The Cin• resen es the rieht to require; at an� time; complete; certified copies of ail required insurance policies, including endorsements evidencine the coverage required by these specifications. 9. Subcontractors. Consultant must include all subconsultants as insureds under its policies or fiunish sepazate certificates and endorsements for each subconsultant. .All coveraee for subconsultanu is subject to all of the requuements included in these specifications. 10. \�ot a Lunitation of Other ObliQations. Insurance provisions under this Anicle shall not be construed to limit the Consultant's obligations under tkiis Aareement, includin2 Indemnitv. D. Securiri� for Performance 1. Performance Bond. In the event that Exhibit A, at ParaQraph 18, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the pazenthetical space immediateh- precedinQ the subpazaeraph entitled "Performance Bond"); then Consultant shall provide to the Cin a performance bond; in the amount indicated at E�ibit A, PazaQraph 18, in the form prescribed by the Cirv and by such sureties which aze authorized to transact such business in the State of Califomia listed as approved b� the United States Department of Treasury Circulaz �70; http://�;ti�le.frns.treas.eo�/c�70, and «hose unden��ritine limitation is sufficient to issue bonds in the amount required by the Agreement, and �vhich aiso satisf} the requirements stated in Section 99�.660 of the Code of Civil Procedure, except as provided othernise by la���s or resulations. All bonds siened b} an aeent must be accompanied by a certified copy of such agent's authorit� to act. Surety companies must be `duly licensed or authorized in the jurisdiction in �-hich the Project is located to issue bonds for the limits so required. Form must be satisfactorv to the Risk Manager or City. 2. Letter of Credit. In the event that E�ibit A, at Pazagraph 18, indicates the need for Consultant to provide a Letter of Credit (indicated bv a check mazk in the parenthetical space immediateiv preceding the subpazagraph entitled �`Letter of Credit-'); then Consultant shall provide to the City an irrevocable letter of credit callable by the Cin� at its unfettered discretion by submitting to the bank a letter; signed by the City Manager, statine that the Consultant is in breach of the terms of this aereement. The letter of credit shall be issued bv a bank. and be in a form and amountysatisfactorv to the Risk Manager or Cin Attomey ���hich amount is indicated in the space adjacent to the term, "Letter of Credit," in E�chibit A; Pazaeraph 18. 3. Other Securin. In the event that Exhibit A, at Pazasraph 18, indicates the need for Consultant to provide securit� other than a Performance Bond or a Letter of Credit PaQe 6 Two Pam�Agreement Between the Ciry ojChu[a�tstn and HdL So�w.�7�,3.LC to Pro�•ide Busirtets License Taz Rn•enue Disrover}•artd Compliartce Sen•ices. (indicated by a check mark in the parenthetical space immediately preceding the subparaeraph entitled "Other Security'), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attomey. E. Business License. Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. ARTICLE II. CITY OBLIGATIONS A. Consultation and Cooperation. City shall regulazly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule, and to provide direction and guidance to achieve the objectives of this Agreement Tbe City shall allow Consultant access to its office facilities; files and records, as deemed necessary and appropriate by the City, throughout the term of this Aereement. In addition, City agrees to provide the materials identified at E�ibit A, Pazagraph 9, with the understanding that delay in the provision of those materials beyond thiriy days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance. B. Compensation. 1. Followin¢ Receipt of Billine. Upon receipt of a properly prepared bill from Consultant; submitted to the City as indicated in Exhibit A, Paragraph 17, but in no event more frequently than monthly, on the day of tbe period indicated in Exhibit A, Pazagraph 17, Ciry shall compensate Consultant for all services rendered by Consultant accordin� to the terms and conditions set forth in Exhibit A, Pazagraph 10, adjacent to the goveming compensation relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the requuements for retenticn set forth in Pazagraph 18 of E�ibit A, and shall compensate Consultant for out of pocket experises as provided in E�ibit A, Paragraph 11. 2. Supportine Information. Any billing submitted by Consultant shall contain sufficient information as to the propriety of the billing, including properly executed payrolls, time records, invoices, contracts, or vouchers describing in detail the nature of the charges to the Project in order to permit the City to evaluate that the amount due and payable is proper, and such billing shall specifically contain the City's account number indicated on E�ibit A, Paragraph 17(C) to be chazged upon making such payment. 3. Exclusions. In determining the amount of the compensation City will exclude any cost: 1) incurred prior to the effective date of this Agreement; or 2) azising out of or related to the enors, omissions, negligence or acts of willful misconduct of the Consultant, its a�ents, employees, or subcontractors. a. Errors and Omissions. In the event that the City Administrator determines that the Consultant's neglieence, enors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have Page 7 Two Parp�Aereement Benueen 7lre Cim of Cl+ula Vsm and HdL SnJPv¢�,�LCto Provide Business Lirense Tax Revenue Discovery and Compliance Services. resulted if there were no such neeligence; errors. omissions; Consultant shall reunburse Cin for anv additional espenses incurred by the Cin- procided that the Cin° has afforded Consultant the opportwun� to correct or mitieate the items that caused the additional ezpense . \�othine in this pazaeraph is�intended to limit Cin•'s riQhu under other provisions of this Agreement. 4. Pa�znent Not Fina] Appro�-a1. The Consultant understands and agrees that pa}�ment to the Consultant for an�° Project cost does not constirute a Cin final decision about «-hether that cost is allo���able and elieible for pa«nent under the Project and does not constirute a �aiver of any �iolation of Consultant of the terms of the Aereement. The Consultant ackno��ledaes that Cin- ���ill not make a final detemunation about the elieibiliri- of any cost until the final payment has been made on the Project or the resulu of an audit of the Project requested by the Cin- has been completed; whichever occurs latest. If City derermines that the Consultant is not entitled to receive anv portion of the compensation due or paid, Cin� w�ill notifi• the Consultant in �tiTiting, statin2 iu-reasons. The Consultant asrees that Project closeout u-i11 not alter the Consultant`s responsibility to remm any funds due Cin� as a result of later refunds. corrections. or other sunilaz transactions: nor ��ll Project closeout alter the rieht of Cin� to disallo�• costs and recover funds provided for the Project on the basis of a later audit or other revie��. a. Consultant's Obligation ro Pay. Upon notification to the Consultant that specific amounts aze owed to Cit�, whether for excess pa}-ments or disallowed costs, the Consultant aerees to remit to City promptl�� the amounts owed, including applicable interest. ARTICLE III. ETHICS A. Financial Interests of Consultant 1. Consultant is Desienated as an FPPC Filer. If Consultant is desienated on Exhibit A. Pazaeraph 1�; as an "FPPC filer;" Consultant is deemed to be a °Consultanr' for the purposes of the Political Reform Act conflict of interest and disclosure provisions; and shall report economic interests to the Cin Cierk on the required Statement of Economic In[erests in such reporting categories as aze specified in Pazaeraph 14 of Exhibit A, or if none aze specified, then as detemuned by the City Attomey. 2. �o Particioation in Decision. Reeazdless of nhether Consultant is desienated as an FPPC Filer; Consultant shall not make�or panicipate in makine or in any w�av attempt to use ' Consultant's position to influence a eo�ernmental decision in which Consultant knows or has reason to know Consultant has a fmancial interest other than the compensation promised by this Agreement. 3. Seazch to Detemune Economic Interesu. Reeazdless of�i-hether.Consultant is desi�ated as an FPPC Filer, Consultant «�arrants and represents that Consultant has dilieently conducted a seazch and inventorv of Consultant's economic interests. as the term is used in the regulations promulgated by the Fau Political Practices Commission; and has Paee 8 Two Pam�.9greemeN Baween the Cin�of Chula �ism and HdL Sojfoa�,�LC ro P�oxide Businus License 7ax Revenue Ducovep•ana Compfiance Servicu. determined that Consultant does not, to the best of Consultant's knowledee, have an economic interest which would conflict with Consultant's duties under this Agreement. 4. Promise Not to Acquire Conflictine Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant ��ll not acquire, obtain,- or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political � Practices Act. 5. Dutv to Advise of Conflictin¢ Interests. Regardless of whether Consultant is desi�nated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the Ciry Attomey if Consultant leams of an economic interest of Consultant's that may result in a conflict of interest for the purpose of the Fair Political Practices Act, and re�ulations promulgated thereunder. 6. Specific Warranties A2ainst Economic Interests. Consultant warrants, represents and agrees that: a. I�Teither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents (Consultant Associates) presently have any interest, directly or indirectly; whatsoever in any property which may be the subject matter of the Defined Services, or in any property within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defined Services, (Prohibited Interest), other than as listed in Exhibit A, Paragraph 14. b. No promise of furiue employment, remuneration, consideration, gratuity or other rewazd or gain has been made to Consultant or Consultant Associates in connection with Consultant's performance of this Agreement. Consultant promises to advise City of any such promise that may be made during the Term of this Agreement, or for twelve months thereafter. a Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for twelve months after the expiration of this Agreement; except with the written permission of City. d. Consultant may not conduct or solicit any business for any party to this Agieement, or for any third party that may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. N. LIQUIDATED DAMAGES A. Application of Sectioa The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 13. l. Estunatine Damaees. It is acknowledeed by both parties that tune is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting Page 9 Two Parry Agreement Between(he Cim of Chula IQsta nnd HdL SoJ�¢�,�LC m Pronide Business License Taz Revenue Discavery and Comp(iance Services. from delay in performance. The parties ha�e used their jud�nent to arrive at a reasonable amount to compensate for dela�°. 2. Amount of Penaltv. Failure to complete the Defined Services �ithin the allotted time period specified in this Agreement shall result in the follo«�ine penalty: For each consecuti��e calendar da�� in excess of the tune specified for thVe completion of the respective work assienment or Deli�erable, the Consultant shall pa� to the Cin�, or have w2thheld from monies due; the sum of Liquidated Damaees Rate provided in E�ibit A; Pazaaraph 13 (Liquidated Damages Rate). 3. Request for Extension of Time. If the performance of an}� act required of Consultant is directl� prevented or dela��ed bv reason of strikes; lockouts, labor disputes, unusual governmental delays, acu of God; fire, floods; epidemics; freieht embazgoes, or other causes beyond the reasonable control of the Consultant; as detemuned by the City, Consultant shall be eacused from performins that act for the period of time equal to the period of tune of the pre��ention or dela�. In the event Consultant clauns the existence of such a delay; the Consultant shall notify the City's Contract Administrator, or desiUnee, in w-riting of that fact w�ithin ten calendar davs afrer the beeiruiing of an}� such claimed delay. Extensions of time �ill not be granted for dela��s to minor portions of�vork unless it can be show�n that such delac s did or will delay the proPress of the work. ARTICLE V. INDE�gICATIO\T A. Defense, Indemnih�, and Hold Harmless. 1. General Requirement. Except for liabilitv for Desien Professional Services covered under Article V., Section A?., Consuliant shall defend, indemnifi�, protect and hold harmless the Cin�; its elected and appointed officers, agents and employees; from and aeainst any and all claims; demands, causes of action, cosu; espenses; liability; loss; damaee or injurv; in la�v or equity; to propem� or persons; includine �TOnaful death; in any manner arising out of or incident to an�• alleeed acts; omissions, neelieence; or willful misconduct of Consultant; its officials. �officers; employees, agents; and contractors; arisine out of or in connection ���ith the performance of the Defined Sen ices or this Aereement. This indemnity provision does not include any clauns, damaees. liability, cosu and expenses (includine �vithout limitations, attomeys fzes) arisine from the sole neelisence. acti��e neolieence or «illful misconduct of the Cirv, its officers. employees. Also covered is liability arisine from; connected w�th; caused by or daimed to be caused by the active or passive negligent acts or omissions of the Cih�, its agents, officers; or emplo}�ees which ma�� be in combination �rith the active or passive negli2ent acts or omissions of the Consultant, its employees; aoents or officers, or any third pam. 2. Desisn Professional Services. If Consul?ant provides design professional senices; as defined bv Califomia Civil Code section 2782.�, as mav be amended from time to time. Consultant shall defend, indemnifi� and hold the Cit�, its ofFicials; officers; employees; volunteers. and aeents free and harmless from anv and all ciaims: demands. causes of action, costs, expenses, liabilin�; loss; damaee or injun; in law or equity; to property or PaQe 10 T»•o Part}�A�reeneent Between ihe C+ry•af Chula Yista and HdL SoJ�n�a�.7.LC ro Provide Butinas License Tar Rerenue Discm�er}•and Complianre Services. persons; includin� ��rongful death, in any manner arising out of, pertaining to, or relating to the neglieence, recklessness, or willful misconduct of Consultant, its ofFicials, officers, employees, aeents, consultants, and contractors arising out of or in connection with the performance of Consultant's services. Consultant's duty to defend, indemnify, and hold harniless shall not include any claims or liabilities arising from the sole negligence, active negliQence or �rillful misconduct of the City, its agents, officers or employees. This section in no way alters, affects or modifies the Consultant's obligations and duties under this Agreement. 3. Costs of Defense and Award. Included in the obligations in Sections A.1 and A.2, above, is the Consultant's obligation to defend, at Consultant's own cost, expense and risk, any and all suits, actions or other legal proceedings, that may be brought or instituted against the City, its directors, officials, officers, employees, agents and/or volunteers; subject to the limitations in Sections A.1. and A.2. Consultant shall pay and satisfy any judgment, awazd or decree that may be rendered against City or its direetors, officials, officers, employees; agents and/or volunteers, for any and all related legal expenses and costs incurred by each of them, subject to the limitations in Sections A.1. and A.2. 4. Insurance Proceeds. ConsultanYs obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, aQents, and/or volunteers. �. Declazations. Consultant's obligations under Article V shall not be limited by any prior or subsequent declazation by the Consultant. 6. Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the indemnity and defense provisions set forth in Article V. 7. Survival. Consultant's obligations under Article V shall survive the termination of this Agreement. ARTICLE VI. TERNIINATION OF AGREEMENT A. Termination for Cause. If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obliQations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, swveys, drawings, maps, reports and other materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation; in an amount not to exceed that payable under this Agreement and less any damages caused City by Consultant's breach, for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination. Paoe 11 Two Parry•Ag�eement Benveen the Cirv ojChula I%ism and Hdl Sof��yr�,gLC to Provide Business License Ta.r Revenue Disrovery attd Compliance Services. B. Termination of Agreement for Cou��euience of Cin•. Cin ma} terminate this aQreement at an� time and for any reason, by Qivine specific «�-itten notice to Consultant of such tercrunation and specifying the effective date thereof, at lzast thim� (30) da}�s before the effective date of such termination. In that e�ent; all fuushed and unfinished documents and other materials described hereinabo�e shall; at the option of the City; become Citv's sole and exclusive propem�. If the Agreement is terminated bv Cin as provided in this paraQraph, Consultant shall be entifled to receive just and equitable compensation; in an amount not to exceed that pa}°able under this Aereement for any satisfactory work completed on such documents and other materials to the effecti�e date of such termination. Consultant herebv expressly «�aives anv and all claims for daznaees or compensation arising under this agreement except as set forth in this section. ARTICLE VII. RECORD RETENTION AND ACCESS A. Record Retention. During the course of the Project and for ttiree (�) years following completion; the Consultant agrees to maintain, intact and readily accessible, all data; documents, reports, records; contracts; and supportine materials relatine to the Project as City ma�� require. B. Access to Records of Consultant and Subcontractors. Ihe Consultant agrees to permit, and requue its subcontractors to permit Cit� or its authorized representati�es, upon request, to inspect all Project w�ork, materials, pa�T011s, and other data and to audit the books, records, and accounts of the Contractor and iu subcontractors pertauung to the Project. C. Project Closeout. The Co�sultant agrees that Project closeout does not alter the reponinQ and record retention requirements of this Aereement. - ARTICLE VIIL PROJECT COMPLEI'ION, AUDLT; Aiv� CLOSEOUI' A. Project Complefion. Within ninet� (90) calendaz days following Project completion or termination by Ciri�, Consultant agrees to submit a fmal certification of Project espenses and audit reports, as applicable. B. Audit of Consultants. Consultant a�rees to perform financial and compliance audits the Cin- ma� require. The Consultant also aarees to obtain an�� other audits required by Cin. Consultant agrees that Project closeout w�ll not alter Consultant's audit responsibilities. Audit cosu aze allo�°able Project costs. C. Project Closeout. Project closeout occurs ��hen Cit�� notifies the Consultant that Cin has closed the Project, and either forwazds the final payment or acknowledaes that the Consultant has remitted the proper refund. The Consultant aorees that Project closeout b�� Cin does not invalidate an� continuins requirements imposed by the Agreement or anv unmet requ'uements set forth in a written notification from City ARTICLE LX. vtISCELL�\'EOtiS PROV'ISIO\iS Paee 12 Two Part��AD eement Benoeen the Cur of Chula ['lsra and HdL So�r,gLC ta Provide Business License Tax Rn•enue Discoreq�and Compliante Servieu. A. Assignability. The services of Consultant are persona] to the City, and Consultant shall not assian any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or notation); without prior written consent of City. 1. Limited Consent. City hereby consents to the assignment of the portions of the Defined Services identified in E�ibit A, Paragraph 16 to the subconsultants identified as "Pemutted Subconsultants." B. Ownership, Publication, Reproduction and Use of Material. Except as indicated in subsection B1 below; the documents and materials prepared by the Consultant in connection with the performance of its duties under this Agreement shall be the sole property of City. City ma� use said property for any purpose, including projects not contemplated by this Agreement. 1. Proprietazv Information of Consultant. As used herein, -the term "proprietary informatiori' means any information which relates to Consultant's computer or data processing programs; data processing applications, databases, routines, subroutines, techniques or systems; or business processes. Except as required by law, City shall hold in confidence and shall not disclose to any other party any of Consultant's proprietary information in connection with this Agreement, or otherwise leamed or obtained by the City in connection with this Agreement. Consultant shall retain ownership and rights to all proprietazy information. The obligations imposed by this Pazagraph shall survive any expiration or termination of this agreement. C. Independent Contractor. City is interested only in the results obtained and Consultant shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant and any of the ConsultanYs agents; employees or representatives are, for all purposes under this Agreement, independent contractors and shall not be deemed to be employees of City, and none of them shall be entitled to an}� benefits to which City employees are entitled including but not lunited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the Cit��harmless with re�ard to them. 1. Actions on Behalf of Citv. Except as City may specify in writing, Consultant shall have no authority, express or implied; to act on behalf of City in any capacity whatsoever; as an agent or otherwise. Consultant shall have no authority; express or implied, to bind City or its members, a2ents, or employees, to any obligation whatsoever, unless expressly provided in this Agreement. 2. No ObliQations to Third Parties. In connection with the Project, Consultant agrees and shall require that its agents, employees, subcontractors agree that City shall not be responsible fer any obligations or liabilities to any third party, including its agents; employees, subcontractors, or other person or entity that is not a party to this Agreement. Paee 13 Two Parry Agreemen[Benveen tde Ciq�ojChu/a I4sta mrd HdL SoJpuu�eLC7o Provide Business License Tax Revertue Discover��and Campli¢nce Servicvs. \�otwithstanding that Cin� ma�� have concurred in or approved anv solicitation; subagreement. or third pam contract at an�- tier, Cin shall ha�re no obligation or.liabiliri� to any person or entity not a pam�to this Agreement. D. AdministraNve Claims Requirements and Procedures. Ao suit or arbitrarion shall be brought arisine out of this Agreement; against Ciri unless a claun has first been presented in wTitine and filed «�th Cit�� and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code. as same may from tune to time be amended: the pro�isions of �-hich aze incorporated bv [his reference as if fully set forth herein; and such policies and procedures used by City in the implementation of same. Upon request b�� Cin�; Consultant shall meet and confer in eood faith with Ciri� for the purpose of resol�inQ any dispute over the terms of this Asreement. E. Administration of Contract. Each pam desiQnates the individuals (Contract Administrators) indicated on E�hibit A; Pazagraph 12, as that pam�'s contract administrator �iho is authorized by the pam� to represent it in the routine adminisuation of this Agreement. F. Term. This Agreement shall terminate when the parties have compiied with all executory provisions hereof. G. Attoroey's Fees. Should a dispute arisino out of this Aereement result in litieation, it is a�eed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorneys' fees and court costs incurred. Ihe `�pre�ailing partd' shall be deemed to be the pam� who is awarded substantiallr the relief sought. H. Statement of Costs. In the event that Consultant prepazes a repon or document for a project Nhere Consultanfs compensation is not based on a contingenc� fee, or participates in the prepazation of a report or document in performine the Defined Semices not based on a continaency fee, Consultant shall include, or ca�sse the inclusion o£ in the report or document. a statement of the numbers and cost in dollaz amounts of all contracts and subcontracts relatina to the prepazation of the report or document. I. Consultant is Real Estate Broker and/or Salesman. :If the box on E�ibit A, Paragraph 1� is mazked, the Consultant andlor iu principals is/aze licensed �i•ith the State of Califomia or some other state as a real estate broker or salesperson. Othernise; Consultant represents that neither Consultant; nor its principals aze licensed real estate brokers or salespersons. J. Norices. All notices, demands or requests provided for or permitted to be eiven pursuant to this AQreement must be in ��ritina. All notices, demands and requesu to be sent to anv party shall be deemed to have been properly eieen or served if personally served or deposited in the United States mail, addressed to such pam�, postage prepaid, reeistered or certified; with return receipt requested, at the addresses identified in this A�reement as the places of business for each of the desienated parties. K. Integration. This Agreement; together «ith anv other «-ritten document referred to or contemplated in it, embody the entire Aareement and understandine ben�°een the par[ies PaQe 14 Two Pam•Agreerrtent Between the Cut•ajChula 1'$ra and XdL Sof�.�,LC to Proride Business License 7az Revewe Discanery•and Cnmpliartre Services. relatin� to the subject matter hereof. Neither this Agreement nor any provision of it may be amended, modified, «�aived or discharged except by an instrument in_writing executed by the par[�� against��hich enforcement of such amendment; waiver or discharge is soueht. L. Capacity of Parties. Each signatory and party to this Agreement warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all necessary resolutions or other actions have been taken so as to enable it to enter into this Agreement. M. Governing Law/Venue. This Agreement shall be govemed by and construed in accordance with the laws of the State of Califomia. Any action arising under or relating to this Agreement shall be brou�ht only in the federal or state courts located in San Diego County; State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance under it, shall be the City of Chula Vista. (End of page. Next page is signature page.). PaQe 15 Two Parry.9greement Buween tlie Cim ojChula I�sta and HdL SaJruQ1F,'�,LCto Provide Business License T�Revenue Discovery and Camp[iance Servires. Signature Paae to Agreement between Cih� of Chula Vista and HdL Softn�are, LLC To Pro�-ide Business License Tac Re�-enue Disco��en- and Compliance Sen�ices L� V��TII�ESS WT�REOF_ Ciri� and Consultant have executed this Agreement, indicatin� that thev ha�e read and understood same; and indicate their full and complete consent to its terms: Cin� of Chula Vista Bv: Chervl Cox. ?viavor Attest: Donna\orris, Cin� Clerk Approved as to form: Glen R. Gooeins. Cin-:�ttomev HdL Sofn��aze. LLC � B v: bert G• � President � Exhibit List to Aareemznt: Ea:hibit A Paae 16 Tuo Pam�9greement Between the Gry•of Chu[a D$ru and HdL Sof�aBa�.�LC to Proride Businets Lrcense Taz Revenue Ditcavery and . Compliance Servicu. Exhibit A to Agreement between City of Chula Vista and HdL Software, LLC 1. Effective Date: The Agreement shall take effect upon full execution of the Agreement, as of the effective date stated on page 1 of tbe Agreement. 2. City-Related Entity: (X) City of Chula Vista, a municipal chartered corporation of the State of California ( ) The Chula Vista Public Financing Authority, a -- O The Chula Vista Industrial Development Authority, a ( ) Other: , a [insert business fercn] (City) 3. Place of Business for City: City of Chula Vista 276 Fourth Avenue Chula Vista CA 91910 4. Consultant: HdL Software, LLC �. Business Form of Consultant: ( ) Sole Proprietorship ( ) Partnership (X) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: li40 Valley Vista Drive, Suite 200 Diamond Bar, CA 9176� Voice Phone: (909) 861-433� Fax Phone: (909) 861-7726 PaQe 17 Two Parry�Agreemenr Betweett the Cip•of Ckula l�ista m�d HdL SnJrm/E,4,LC io Provide Businus Licettse T�Rrvenue Discoverv and Compliance Services. 7. General Duties: Sen-ices shall include provision of business license tax re�enue discovzn� and compliance semices. Disco��ery Sen�ices shall include identification of businesses operating in the cit�• without an active business license. Business operating in the cin� includes not only those businesses phvsicall} located �2thin the boundaries of the cin�. but also those that ma} conduct business witlun the cin; while having an internuttent or no ph}�sical presence at all. Compliance Sen-ices shali include encouragine compliance �iith Chapter � (Business Licenses,- raac and Reeulations) of the Chula Vista Municipal Code by correspondine with uniicensed businesses identified in provision of Discovery Services. Cin- shall have the right to determine which entities and t}pes of entities aze included in the discorery and compliance proeram. Consuitant shall work ��Rth the Cirv to remove from the process an}� accounts the Cirv deems not covered under discover}� and compliance proeram. 8. Scope of Work and Schedule: A. Detailed Scope of Work: 1. Discoven� Services a. Consultant shail de��elop a listine of entities required to obtain a business license w�th the City. This list shall be electronicallv compazed to the Cirv s existine listing of active business licenses usine data matchinQ algorithms; in order to identify entities as either compliant (no action required) or non-compliant (compliance sen ices required). b. Consultant ma�� conduct Field Survevs bv canvassine commercial azeas of the City to de�°elop and enhance leads identified in section 8.A.l.a. above. c. Consultant shall conduct exception resolution, manually revie«zn� entities identified in sections 8.A.1.a. and b. abo��e. Z. Compliance Services a. Consultant shall initiate contact with potentiall} non-compliant entities identified through Discovery Services (8.A.1.). All contact shall be via City approved communication methods. Forms of communication shall indude, but not be limited to, mail, telephone, email, and web-site access. City shall review and appro�°e all standard laneuage to be included in Consultant communications. b. Consultant shall notif}� potentially non-compliant entities of their options to compl}� or dispute their non-compliant status. Initial notification packet shall include all information and documents required to become compliant and multiple methods of resolvine their accounts. c Consultant shall maintain a taspayer support and sen�ice center �t�here the business community can access support durine normal business hows, including a toll free phone line and a�ti ebsite. d. Consultant shall ensure taxpa��ers contactin� the support and sen ice center have minimal hold times and access to filing support, payznent options, resolution of specific taY issues and other ser�ices desioned to reduce the burden of reeisterins and filin� tases. Paee 18 Two Pam.i�reemen7 Bauem the Gt}�of Chula Yisrn nrtd HdL Safo�_a�.�{LC to Prm�ide Businas License Taz Rn�enue Discm�ere and Camplianre Senitu. � � e. Consultant shall provide online business support and services; including the ability for non-compliant businesses to file their new business reeistration as well as make payments via an online filing portal. In addition, the ConsultanYs support and services website shall provide businesses with access to application forms, general support and FAQs; appointment scheduling and copies of tax registration information on file. All website content shall be reviewed and approved by City prior to ��ebsite launch. f. The City is customer oriented and firmly believes in a positive approach in dealing ��ith all businesses. Consultant's support and service center shall provide a business friendly and education centric approach to supportin� the business community in all aspects of the compliance process. The Consultant shall conduct its business in a professional manner, preserving the dignity of the City and its relationship with its business community. g. Consultant may provide City with access to business support and services website activity; including standard and customizable reports and dashboazd activity summaries. h. Consultant shall review all applications for completion and accuracy prior to processing. Any additional documentation needed to complete the application submittal, such as a home occupation permit, shall also be requested and forwarded to the City. i. Following ConsultanYs determination of a complete application submittal, Consultant shall submit invoices to the taxpayer indicating detailed tax calculations and balances owed, including penalties. Consultant shall provide taxpayers the opportunity to pay their balances via mail or online. Telephone pa}�rnents via electronio-check may be available; however; credit card payments shall not be accepted via telephone. j. Consultant shall advise businesses that acceptance of submittal documents and taxes and penalties due shall not be construed as issuance of a business license, and that all businesses identified throueh this effort are subject to the City`s standazd departmental review process. k. Consultant shall endeavor to provide all submissions electronically to the City on a weekly basis. Submission may occur less frequently than weekly; however in no case shall submissions occur on less than a monthly basis. Electronic submission shall include applications and all relevant information. Revenues collected, net of ConsultanYs fees and other applicable processing fees shall be remitted to the City concurrent with electronic submission of applications. 1. Consultant shall provide all original application documents to the City upon request. m. Consultant shall support the City in resolving disputes arising from this project, including; but not limited to, providing ordinance reviews and interpretation, best practices, case law updates, expertise on nexus issues, and refund defense. B. Date for Commencement of Consultant Services: Page 19 Two Party Agreememf Betu.�een the Cip�ojChu(a V'�sta and HdL SoltwareL 6LGo Pranide Business Licertse TaY Revenue Discoveq�and Comp[ianceServicu. "L O (3�Same as Effective Date of AQreement ( ) Other: C. Dates or Tune Limits for Deliver�- of Deliverables: Deliverable No. 1: Standazd «Titten communication, form and content to be approved by the City; bv ���hich Consultant �tiill contact potentially non- compliant businesses, as discussed in 8.A.2.a. above. Dzliverable \o. 2: Business support and services �ebsite; �vith Cin� appro�•ed content, as discussed in 8.A.2.e. above. Deliverable No. 3: On no less than a monthly basis; Consultant shall electronically submit all completed applications, as discussed in 8.A.Z.k. abo�e. Deliverable I�ro. �: On a no less than a monthly basis; Consultant shall remit revenues collected, net of Consultanrs fees and other related processine fees; concurrent uith the electronic submittal of applications, as discussed in 8.A.2.k aboce. D. Date for completion of all Consultant services: This A2reement shall be for a term of three yeazs, commencing on the effective date, with tw�o one-yeaz options to extend the term be}•ond the initial three-�°eaz period. The Ciry ma�� exercise each one-��zaz option at iu sole discretion, upon �Titten notification bv the Cin- Manager or designee; to Consultant. 9. Materials Required to be Supplied by Ciri�to Consultant: _ Cin shall provide Consultant with a listing of acti��e business licenses. 10. Compensation: A. (�Single Fixed Fee Arransement. For performance of all of the Defined Sen ices by Consultant as herein required; City shall pa� a sinsle fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Sinele Fited Fee Amounr. 1. Business License Tax Discoverv Services a. City shall pay Consultant 3�% of all revenue received br the Citt as a result of discovery sen�ces provided by Consultant. This fee applies to monies received for the current tax/license period and any prior periods collected; includine taxes and penalties. 2. Cirv Discoven• Discount y a. City shail pay Consultant 20% of all revenue received by the Cit�� for accounts that aze identified and confumed as non-compliant by the Citv Paee 20 Juo Pum�Agreement Between rhe Ciry of Chu(a 4ista and HdL Sof�9�•�LC m Proride Business Licerzse Taz Revenue Discove,}•and Campliance Sen•icu. and refened to Consultant for follow-up. This fee also applies to delinquent business license tax accounts referred by the City as failing to make pa��ment or properly renew an existing license. Milestone or Event or Deliverable Amount or Percent of Fixed Fee O 1. Interim Monthly Advances. The City shall make interim monthly adeances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be retumed to the Ciry if the Phase is not satisfactorily completed. If the Phase is satisfactorily compleYed, the City shall receive credit a�ainst the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such Yhat, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the Ciry Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Consultant shall have represented in writing that said percentage of completion of the phase has been performed by the Consultant. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. B. O Phased Fixed Fee Arrangement. For the performance of each phase or portion of the Defined Services by Consultant as aze separately identified below, City shall pay the fixed fee associated with each phase of Services, in the amounts and at the times or milestones or Deliverables set forth. Consuitant shall not commence Services under any Phase; and shall not be entitled to the compensation for a Phase, unless City shall have issued a notice to proceed to Consultant as to said Phase. Phase Eee for Said Phase 1. $ 2. $ 3. $ O 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that pbase. The retention amount or percentage set Page 21 Two Parry Agreemen[Benveen the Cin'of Chula I�sta a�vd HdL So(sunna,ebLC to Provide Business License T¢z Revenue Discovep�and CamplianceServicu. �L L6 forth in Parasraph 18 is to be applied to each interim pa�ment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentaee of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Admirustrator desienated herein b}• the Ciri�, or such other person as the Cin� Manager shall desienate; but only upon such proof demanded b}� che Ciri° that has been pro�ided, but in no event shall such interun advance pa«nent be made unless the Consultant shall have represented in writine that said percentage of completion of the phase has been performed by the Consultant. The practice of making interim monthly ad��ances shall not convert this agreement to a time and materials basis of pa}�nent. C. ( ) Hourlv Rate Arraneement For performance of the Defined Services b�� Consultant as herein required, Cirv shall pay Consultant for the productive hours of time spent b}� Consultant in=the performance of said Services, at the rates or amounu set forth in the Rate Schedule herein below accordinQ to the follo��ins terms and conditions: (1) O Not-to-Exceed Limitation on Time and Materials Arrangement \otwithstandine the expenditure bv Consultant of time and materials in excess of said MaYimum Compensation amount, Consultant agrees that Consultant ��ill perform all of the Defined Services herein required of Consultant for � including all �4aterials, and other�`reimbursables' (vlaximum Compensation). (2) O Limitation without Further Authorization on Tune and A4aterials .lrran2ement At such time as Consultant shall have incurred tune and materials equal to � (Authorization Limit), Consultant shall not be entitled to any additional compensation without further authorization issued in �;ritine and approved by the Cin. \�othing herein shall preclude Consultant from providine additional Services at ConsultanPs ow�n cost and erpense. See E�chibit B for waQe rates. O Hourl} rates may increase by 6% for services rendered after [month]; 20_; if delav in providing services is caused by Cin�. 11. Materials Reimbursement Arrangement For the cost of out of pocket espenses incurred bv Consultant in the performance of sen ices herein requued, Cin- shall pay Consultant at the rates or amounts set fonh belo�ti�: (X ) None; the compensation includes all costs. Cost or Rate ( ) Reports, not to erceed S S O Copies; not to exceed S S Pase 22 Tw•o Parry�Ag�eemertt Between rhe Ciry ojChula Dista and HdL Sofo._as�dLC to Provide Business License Tax Rn�enue Discaven�and Cnmplianee ServiCU. Y L 7 ( ) Travel, not to exceed $ $ ( ) Printing, not to exceed $ $ ( ) Postage; not to exceed $ � ( ) Delivery, not to exceed $ $ ( ) Outside Services: $ O Other Actual Identifiable Direct Costs: $ ,not to exceed $ $ , not to exceed $ $ 12. Contract Administrators: City: Tiffany Allen Treasury Manager =,- City of Chula Vista 276 FouRh Avenue Chula Vista, CA 91910-2631 � (619) 691-5250 ext. 3116 Consultant: Georee Bonnin Accounts Manager HdL Softwaze, LLC 1340 Valley Vista Drive, Suite 200 Diamond Baz, CA 91765 (909) 861-4335 13. Liquidated Damages Rate: ( ) $ per day. ( ) Other: 14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code (Chula Vista Municipal Code chapter 2.02): (X ) Not Applicable. Not an FPPC Filer. ( ) FPPC Filer O Category No. l. Investments, sources of income and business interests. O Category No. 2. Interests in real property. O Category No. 3. Investments, business positions, interests in real property; and sources of income subject to the regulatory, permit or licensing authoritv of the department administerine this A2reement. Pase 23 Two Parry Aereemenr Between the Ciry•of CGula bfsta and ildL Solxuaap,dLC to Proride Business License Tax Revettue Discovery and Comp(imice Services Y J U O Categon ?vo. 4. Invesvnents and business positions in business entities and sources of income chat eneage in land development; construction or the acquisition or sale of real propem. O Cate�on- \TO. �. Investments and business positions in business entities and sowces of income that; �2thin the past riio ��eazs; have contracted with the Cin� of Chula Vista or.the Cin�'s Redevelopment Aeency to pro��ide services; supplies, materials; machinen� or equipment. O Cateoor� No. 6. Invesunents and business positions in business entities and sources of income that, N�ithin the past nvo veazs, have contracted �iith the departmznt administerina this Aereement to pro�ide services. supplies; materials; machinery or equipment. O List Consultant Associates interests in real propem� «ithin 2 radial miles of Project Propem; if any: 1�. O Consultant is Real Estate Broker and/or Salesman 16. Pemutted Subconsuliants: None 17. Bill Processine: �. Consultant's Biliine to be submitted for the followina period of time: (k7 Montlily ( ) Quarterh� ( ) Other: B. Dav of the Period for submission of Consultant's Billine: ( ) First of the vfonth O 1�th Day of each Month (�End of the �4onth ( ) Other: Paee 24 Two Parp�.4gseemem Betweert the Cin•of Chu(a �2sta and HdL Sofs.�aa4 f-LC to Pro�•ide Business License Jas Revenue Discaven�and CompGaneeServite. � J C. Cit}�'s Account Number: 09100-6301 18. Security for Performance ( ) Performance Bond; � ( ) Letter of Credit, $ ( ) Other Security: Type: Amount: $ O Retention. If this space is checked,then notwithstanding other provisions to the contrar}� requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their option, either the following "Retention Peroentage" or "Retention AmounP` until the City determines that the Retention Release Event, listed below, has occurred: __ ( ) Retention Percentage: ( ) Retention Amount: $ Retention Release Event: O Completion of All Consultant Services ( ) Other: O Other: The Retention Amount may be released on a monthly basis provided that Consultant has performed said monthly services to the sole satisfaction of the Assistant City Manager/Director of Development Services or his designee. Pa�e 2� Two Pam•As reement Benveen the Cit��of Chula I rsta arsd NdL Safpvy��LC m Provide Business License T¢x Revenue D'ucovery and Comp[iance Services.