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HomeMy WebLinkAbout2010/08/17 Item 3 CITY COUNCIL AGENDA STATEMENT ~ ~ 'f::.. (llY OF . i~.;~ (HUlA VISTA AUGUST 17,2010, ItemL SUBMITTED BY: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE AGREEMENT WITH HINDERLITER, DE LLAMAS AND ASSOCIATES TO PROVIDE BUSINESS LICENSING SOFTWARE AND SALES AND USE TAX SERVICES NCE/TREASURER~ ANAGER =:>~ 4/5THS VOTE: YES D NO [I] ITEM TITLE: REVIEWED BY: CITY MANAGER: ASSISTANT CITY SUMMARY Staff issued a Request for Proposal (RFP) for business license software and sales and use tax services to increase efficiency through enhanced automation, and to improve business license enforcement through sales tax data integration. The current business licensing system requires a significant amount of staff support from the city's ITS Department, and due to the recent budget cuts, ITS is no longer able to support the annual business license online renewal process. Also, the current system does not have the ability to interface with sales tax data electronically which is an important tool for enforcement. ENVIRONMENT AL REVIEW The Environmental Review Coordinator has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a "Project" as defined under Section 15378 (b) (4) of the State CEQA Guidelines; therefore, pursuant to Section l5060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review is necessary. RECOMMENDATION Council adopts the resolution. 3-1 AUGUST 17,2010 Page 2 of4 BOARDS/COMMISSION RECOMMENDATION Not Applicable. DISCUSSION Currently, the business licensing system is a module within the Development Services Department's permit tracking system called Permits Plus, which has been in place for over ten years. The system is proprietary and does not have online business license renewal capabilities. Due to the growing demand by businesses for online payment capabilities, ITS and Finance staff developed an external way to accept business license renewal payments online a few years ago, but the process was extremely cumbersome and labor intensive. As a result of recent budget cuts, the ITS Department lost key staff that had extensive knowledge of the business licensing function, and existing staff do not have the knowledge or time necessary to do the programming for online renewals. It is important to note that this online payment process not only addresses the annual business license tax but also includes the fire inspection fee and the energy assessment fee which makes the programming all the more complicated and time consuming. In addition to increasing customer service and efficiency through automation, staff is looking to also enhance business license enforcement through the use of sales tax data. Our current business licensing system and our current sales tax database compiled by MuniServices, LLC do not have the ability to interface with each other and would require manual cross-referencing of the two databases which would be very labor intensive. The City's current sales tax consultant, MuniServices, LLC, has been providing the City with these services for over eighteen years, and although staff has been satisfied with their performance, we feel that this would be a good time to change consultants. This change would allow for staff to compare the quality of the analyses, and provide a fresh pair of eyes to review the prior consultant's work. Additionally, by having the same company provide both the business licensing software and sales tax services, the two systems would interface with each other and allow for more efficient business license enforcement. On July 8, 2010, the City issued a Request for Proposal (RFP) for business license software and sales and use tax services following Municipal Code 2.56, Ordinance No. 2517 and Council Policy No. 102-05 in the consultant services selection process. The RFP was advertised in the Star News, a local publication, and posted electronically on PlanetBids, a web-based vendor and bid management system that is widely used by other local agencies. In addition, several firms were contacted directly and invited to participate in this process. In total, four firms submitted proposals, and each proposal was thoroughly reviewed by the selection panel which consisted of the City's Director of Finance, Assistant Director of Finance, Treasury Manager and Accounting Technician. The following criteria was used in the selection process: 3-2 AUGUST 17,2010 Page 3 of 4 · compliance with RFP requirements, · experience and capabilities of the firm in conducting work of similar scope, complexity, and magnitude for other public agencies, · experience of assigned Project Manager and staff, . references, · pricing/costs. The four firms that submitted proposals were: Accela Government Software, CRW Systems, Hiderliter, de Llamas and Associates (HdL), and Innoprise Software. After a preliminary review of the firms' qualifications and pricing, HdL was invited to a final interview. (see pricing sheet - Attachment A) After a thorough evaluation, the selection panel recommends the contract be awarded to HdL to provide business license software and sales and use tax services. HdL is best suited to meet the City's software automation needs and sales tax analysis needs as the firm has extensive experience in both areas with many other local cities and is competitively priced. The Hdl software system will be more convenient for businesses and more efficient for the city as most of the reporting and programming can be done by Finance staff with little assistance from ITS programmers. The system not only accepts online renewal payments, but also allows businesses to make changes to their business license information and recalculates the amount due if necessary. This feature will allow almost all businesses the ability to pay online whereas in the past, only businesses with no changes could pay online. This will also reduce the amount of errors made when businesses try to recalculate their fees on their own. HdL' s system will soon allow new business license applications to be processed online which has been a frequent request of prospective business owners. This feature will be available next year. HdL is one of the industry leaders for sales tax analysis and serves many of the local cities in San Diego County. They offer comprehensive reports comparing data within the city, between cities in the region, and statewide. They compile various data on business types and trends which would also be very useful for economic and business development. Their sales tax data is integrated with their business licensing software which will help the City identify unlicensed businesses more easily. DECISION MAKER CONFLICT Staff has reviewed the decision contemplated by this action and has determined that it is not site specific and consequently the 500 foot rule found in California Code of Regulations section 18704.2(a)(1) is not applicable to this decision. 3-3 AUGUST 17, 2010 Page 4 of 4 CURRENT YEAR FISCAL IMP ACT There is no fiscal impact for the purchase and installation of the business license software which is estimated at $52,700 as staff anticipates that the new system will generate enough additional revenues through enhanced business license enforcement to cover these costs. For sales tax services, there is no fiscal impact as the City is currently paying approximately $20,000 for these services and is estimating to pay the same to HdL based on their fee structure of $8,100 base fee plus 15% of revenues found through sales tax audits. ONGOING FISCAL IMP ACT There should be no ongoing fiscal impact as annual software maintenance for business licensing is already budgeted. We anticipate that the interface between the business licensing system and sales tax database will improve auditing and result in additional revenues from businesses that would otherwi~e not be paying their business license taxes. ATTACHMENTS A. Pricing Sheet B. 2 Party Agreement Prepared by: Nadine ManderJl, Treasury Manager, Finance Dept. 3-4 Attachment A PRICING SHEET BUSINESS LICENSE SOFTWARE AND SALES TAX SERVICES Company Accela CRW HdL Innoprise Systems Software Business License Software $ $167,647.84 $100,225.00 $50,700.00 $92,900.00 Additional Costs - Optional Features $1,500.00 Annual Maintenance Cost $ $21,239.57 $10,625.00 $7,450.00 $9,740.00 Sales Tax Services $ $18,880.00 n/a $8,100.00 n/a Total $207,767.41 $110,850.00 $67,750.00 $102,640.00 3-5 THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIL Dated: e-II///D / AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND HINDERLITER, DE LLAMAS AND ASSOCIATES TO PROVIDE BUSINESS LICENSING SOFTWARE AND SALES AND USE TAX SERVICES 3-6 ATTACH~1ENT B PARTIES AND RECITAL PAGE(S) Agreement between City of Chula Vista and Hinderliter, deLlamas and Associates To Provide Business License Software and Sales and Use Tax Services This agreement ("Agreement"), dated August 17, 2010 for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A to this Agreement ("Exhibit A"), Paragraph 1, 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, Paragraphs 4 through 6, ("Consultant"), and is made with reference to the following facts: Recitals WHEREAS, Hinderliter, deLlamas and Associates (HdL) has extensive experience in providing both business licensing and sales tax analysis to many local cities; and, WHEREAS, HdL' s business licensing software requires minimal system support from City staff and interfaces with their sales tax database; and, WHEREAS, the City requires the services of HdL to provide the necessary software to facilitate online business license renewals and new business license applications, and to provide sales and use tax services to assist in economic and business development and revenue projections; 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.] Page 1 3-7 OBLIGATORY PROVISIONS PAGES NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually agree as follows: All of the Recitals above are incorporated into this Agreement by this reference. ARTICLE 1. CONSULTANT'S OBLIGATIONS A. General 1. General Duties. Consultant shall perform all of the services described on Exhibit A, Paragraph 7 ("General Duties"). 2. Scope of Work and Schedule. In performing and delivering the General Duties,. Consultant shall also perform the services, and deliver to City the "Deliverables" described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule," according to, and within the time frames set forth in Exhibit A, Paragraph 8, time being of the essence of this agreement. The General Duties and the work and Deliverables required in the Scope of Work and Schedule shall be referred to as the "Defined Services." Failure to complete the Defined Services by the times indicated does not, except at the option of the City, terminate this Agreement. a. Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction. b. Additional Services. In addition to performing the Defined Services, City may require Consultant to perform additional consulting services related to the Defined Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph 10(C), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. 3. Standard of Care. The Consultant expressly warrants that the work to be performed pursuant to this Agreement, whether Defined Services or Additional Services, shall be perforrn'ed in accordance with the standard of care ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. a. No Waiver a/Standard a/Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors. Page 2 3-8 B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the Consultant must comply with 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, territorial, or local law, regulation, 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 will make appropriate arrangements to proceed with or, if necessary, amend or terminate this Agreement, or portions of it, expeditiously. 1. Subcontractors. Consultant agrees to take appropriate measures necessary to ensure that all participants utilized by the Consultant to complete its obligations under this Agreement, 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 responsibilities of the Consultant under this Agreement, the Consultant 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 with 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 ofInsurance. Coverage must be at least as broad as: a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence Form CGOOOl). b. Auto. Insurance Services Office Form Number CA 0001 covenng Automobile Liability, Code 1 (any auto). c. We. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. d. E&O. Professional Liability or Errors & Omissions Liability insurance appropriate to the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include contractual liability. 3. Minimum Limits of Insurance. Consultant must maintain limits no less than those included in the table below: Page 3 3-9 i. General Liability: $1,000,000 per occurrence for bodily injury, personal injury, (Including (including death), and property damage. If Commercial General operations, Liability insurance with a general aggregate limit is used, either products and the general aggregate limit must apply separately to this completed Project/location or the general aggregate limit must be twice the operations, as required occurrence limit. applicable) ii. Automobile $1,000,000 per accident for bodily injury, including death, and Liability: property damage. iii. Workers' Statutory Compensation $1,000,000 each accident Employer's $1,000,000 disease-policy limit Liability: $1,000,000 disease-each employee iv. Professional $1,000,000 each occurrence Liability or Errors & Omissions Liability: 4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Consultant will provide a financial guarantee satisfactory to th.e City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. 5. Other Insurance Provisions. The general liability, automobile liability, and where appropriate, the worker's compensation policies are to contain, or be endorsed to contain, the following provisions: a. Additional Insureds. City of Chula Vista, its officers, officials, employees, agents, and volunteers are to be named as additional insureds with respect to all policies of insurance, including those with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including providing materials, parts or equipment furnished in connection with such work or operations. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant's insUrance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement must not exclude Products/Completed Operations coverage. b. Primary Insurance. The Consultant's General Liability insurance coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance of the Page 4 3-10 Consultant and in no way relieves the Consultant from its responsibility to provide msurance. c. Cancellation. The insurance policies required by this Agreement shall not be canceled by either party, except after thirty days' prior written notice to the City by certified mail, return 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 agents, or representatives" shall be deleted from all certificates. d. Active Negligence. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insureds in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. e. Waiver of Subrogation. Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage for the term required by this Agreement. 6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are written on a claims-made 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 provided for at least five years after completion of the work required by the Agreement. c. Cancellation. If coverage is canceled or non-renewed, and not replaced with another 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 years after completion ofthe work required by the Agreement. d. Copies. A copy of the claims reporting requirements must be submitted to the City for review. 7. Acceptability of Insurers. Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of no less than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers ("LESLI") with a current A.M. Best's rating of no less than A X. Exception may be made for the State Compensation Fund when not specifically rated. 8. Verification of Coverage. Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by Section I.C. of this Agreement. The endorsements should be on insurance industry forms, provided those endorsements Page 5 3-11 or policies confonn to the requirements of this Agreement. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. 9. Subcontractors. Consultant must include all subconsultants as insureds under its policies or furnish separate certificates and endorsements for each subconsultant. All coverage for sub consultants is subject to all of the requirements included in these specifications. 10. Not a Limitation of Other Oblif2:ations. Insurance provisions under this Article shall not be construed to limit the Consultant's obligations under this Agreement, including Indemnity. D. Security for Performance 1. Perfonnance Bond. In the event that Exhibit A, at Paragraph 1 s., indicates the need for Consultant to provide a Perfonnance Bond (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Perfonnance Bond"), then Consultant shall provide to the City a perfonnance bond, in the amount indicated at Exhibit A, Paragraph 18, in the fonn prescribed by the City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, http://www.fms.treas.gov/c570, and whose underwriting limitation is sufficient to issue bonds in the amount required by the Agreement, and which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. Surety companies must be duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds for the limits so required. Fonn must be satisfactory to the Risk Manager or City. 2. Letter of Credit. In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at its unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the tenns of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit," in Exhibit A, Paragraph 18. 3. Other Security. In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such Page 6 3-12 other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. 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 regularly 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. The 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 Agreement. In addition, City agrees to provide the materials identified at Exhibit A, Paragraph 9, with the understanding that delay in the provision of those materials beyond thirty days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance. B. Compensation. 1. Following Receipt of Billing. 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 the period indicated in Exhibit A, Paragraph 17, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Paragraph 10, adjacent to the governing compensation relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the requirements for retention set forth in Paragraph 18 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 11. 2. Supporting 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 Exhibit A, Paragraph 17(C) to be charged 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) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of the Consultant, its agents, employees, or subcontractors. a. Errors and Omissions. In the event that the City Administrator determines that the Consultant's negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Consultant shall Page 7 3-13 reimburse City for any additional expenses incurred by the City. Nothing in this paragraph is intended to limit City's rights under other provisions of this Agreement. 4. Payment Not Final Approval. The Consultant understands and agrees that payment to the Consultant for any Project cost does not constitute a City final decision about whether that cost is allowable and eligible for payment under the Project and does not constitute a waiver of any violation of Consultant of the terms of the Agreement. The Consultant acknowledges that City will not make a final determination about the eligibility of any cost until the final payment has been made on the Project or the results of an audit of the Project requested by the City has been completed, whichever occurs latest. If City determines that the Consultant is not entitled to receive any portion of the compensation due or paid, City will notify the Consultant in writing, stating its reasons. The Consultant agrees that Project closeout will not alter the Consultant's responsibility to return any funds due City as a result of later refunds, corrections, or other similar transactions; nor will Project closeout alter the right of City to disallow costs and recover funds provided for the Project on the basis of a later audit or other review. a. Consultant's Obligation to Pay. Upon notification to the Consultant that specific amounts are owed to City, whether for excess payments or disallowed costs, the Consultant agrees to remit to City promptly the amounts owed, including applicable interest. ARTICLE III. ETHICS A. Financial Interests of Consultant 1. Consultant is Designated as an FPPC Filer. If Consultant is designated on Exhibit A, Paragraph 14, as an "FPPC filer," Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if none are specified, then as determined by the City Attorney. 2. No Participation in Decision. Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. 3. Search to Determine Economic Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this Agreement. Page 8 3-14 ~ 4. Promise Not to Acquire Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will 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. Duty to Advise of Conflictin~ Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attorney if Consultant learns 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 regulations promulgated thereunder. 6. Specific Warranties Against Economic Interests. Consultant warrants, represents and agrees that: a. Neither 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 future employment, remuneration, consideration, gratuity or other reward 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. c. 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 Agreement, or for any third party that may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. IV. LIQUIDATED DAMAGES A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 13. 1. Estimating Damages. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Page 9 3-15 2. Amount of Penalty. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work assignment or Deliverable, the Consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 13 ("Liquidated Damages Rate"). 3. Request for Extension of Time. If the performance of any act required of Consultant is directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusual governmental delays, acts of God, fire, floods, epidemics, freight embargoes, or other causes beyond the reasonable control of the Consultant, as determined by the City, Consultant shall be excused from performing that act for the period of time equal to the period of time of the prevention or delay. In the event Consultant claims the existence of such a delay, the Consultant shall notify the City's Contract Administrator, or designee, in writing of that fact within ten calendar days after the beginning of any such claimed delay. Extensions of time will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. ARTICLE V. INDEMNIFICATION A. Defense, Indemnity, and Hold Harmless. 1. General Requirement. Except for liability for Design Professional Services covered under Article V., Section A.2., Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers, agents and employees, from and against any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Defined Services or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence, active negligence or willful misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. 2. Design Professional Services. If Consultant provides design professional services, as defined by California Civil Code section 2782.5, as may be amended from time to time, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant, its officials, officers, Page 10 3-16 employees, agents, consultants, and contractors arising out of or in connection with the performance of Consultant's services. Consultant's duty to defend, indemnify, and hold harmless shall not include any claims or liabilities arising from the sole negligence, active negligence or willful 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 Al and A2, 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 AI. and A2. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, 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 AI. and A2. 4. Insurance Proceeds. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents, and/or volunteers. 5. Declarations. Consultant's obligations under Article V shall not be limited by any prior or subsequent declaration 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. TERMINATION OF AGREEMENT A. Termination for Cause. If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations 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, surveys, 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,. B. Termination of Agreement for Convenience of City. City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifying the effective date thereof, at least thirty (30) days before the Page 11 3-17 effective date of such termination. In that event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation, in an amount not to exceed that payable under this Agreement, for any satisfactory work completed on such documents and other materials prior to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages 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 three (3) years following completion, the Consultant agrees and to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the Project as City may reqUIre. B. Access to Records of Consultant and Subcontractors. The Consultant agrees to permit, and require its subcontractors to permit City or its authorized representatives, upon request, to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts of the Contractor and its subcontractors pertaining to the Project. C. Project Closeout. The Consultant agrees that Project closeout does not alter the reporting and record retention requirements of this Agreement. ARTICLE VIII. PROJECT COMPLETION, AUDIT, AND CLOSEOUT A. Project Completion. Within ninety (90) calendar days following Project completion or termination by City, Consultant agrees to submit a final certification of Project expenses and audit reports, as applicable. B. Audit of Consultants. Consultant agrees to perform financial and compliance audits the City may require. The Consultant also agrees to obtain any other audits required by City. Consultant agrees that Project closeout will not alter Consultant's audit responsibilities. Audit costs are allowable Project costs. C. Project Closeout. Project closeout occurs when City notifies the Consultant that City has closed the Project, and either forwards the final payment or acknowledges that the Consultant has remitted the proper refund. The Consultant agrees that Project closeout by City does not invalidate :any continuing requirements imposed by the Agreement or any unmet requirements set forth in a written notification from City ARTICLE IX. MISCELLANEOUS PROVISIONS A. Assignability. The services of Consultant are personal to the City, and Consultant shall not assign 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. Page 12 3-18 1. Limited Consent. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 16 to the subconsultants identified as "Permitted Subconsultants". B. Ownership, Publication, Reproduction and Use of Material. All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under 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 Consultant's 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 any benefits to which City employees are entitled including but not limited 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 City harmless with regard to them. 1. Actions on Behalf of City. 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, agents, or employees, to any obligation whatsoever, unless expressly provided in this Agreement. 2. No Obligations to Third Parties. In connection with the Project, Consultant agrees and shall require that it's agents, employees, subcontractors agree that City shall not be responsible for 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. Notwithstanding that City may have concurred in or approved any solicitation, sub agreement, or third party contract at any tier, City shall have no obligation or liability to any person or entity not a party to this Agreement. D. Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement, against City unless a claim has first been presented in writing and filed with City 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 time to time be Page 13 3-19 amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the tenns of this Agreement. E. Administration of Contract. Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 12, as that party's contract administrator who is authorized by the party to represent it in the routine administration of this Agreement. F. Term. This Agreement shall tenninate when the parties have complied with all executory provisions hereof. G. Attorney's Fees. Should a dispute arising out of this Agreement result in litigation, it is agreed 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. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. H. Statement of Costs. In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in perfonning the Defined Services, Consultant shall include, or cause the inclusion of, in the report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. 1. Consultant is Real Estate Broker and/or Salesman. If the box on Exhibit A, Paragraph 15 is marked, the Consultant and/or is principals is/are licensed with the State of California or some other state as a real estate broker or salesperson. Otherwise, Consultant represents that neither Consultant, nor its principals are licensed real estate brokers or salespersons. J. Notices. All notices, demands or requests provided for or pennitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement as the places of business for each of the designated parties. K. Integration. This Agreement, together with any other written document referred to or contemplated in it, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision of it may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. 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. Page 14 3-20 M. Governing LawN enue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought 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.) Page 15 3-21 Signature Page to Agreement between City of Chula Vista and Hinderliter, deLlamas and Associates, To Provide Business License Software and Sales and Use Tax Services IN WITNESS WHEREOF, City and Consultant have executed this Agreement, indicating that they have read and understood same, and indicate their full and complete consent to its terms: Dated: City of Chula Vista By: Cheryl Cox, Mayor Attest: Donna Norris, City Clerk Approved as to form: Bart Miesfeld, City Attorney Dated: gJIO)IO .. , Hinderliter, deLlamas and Associates By: Exhibit List to Agreement (X) Exhibit A. Page 16 3-22 Exhibit A to Agreement between City of Chula Vista and Hinderliter, deLlamas and Associates 1. Effective Date of Agreement: August 17,2010 2. City-Related Entity: (X) City of Chula Vista, a municipal chartered corporation of the State of California ( ) Redevelopment Agency of the City of Chula Vista, a political subdivision of the State of California ( ) Industrial Development Authority ofthe City of Chula Vista, a ( ) Other: , a [insert business form] ("City") 3. Place of Business for City: City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 4. Consultant: Hinderliter, deLlamas and Associates Lloyd deLlamas, President 5. Business Form of Consultant: ( ) Sole Proprietorship ( ) Partnership (X) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: 1340 Valley Vista Drive, Suite 200 Diamond Bar, CA 91765 Phone: (909) 861-4335 Page 17 3-23 Fax: (909) 861-7726 7. General Duties: The Consultant will: A. provide a business license software system that the City will use to monitor and bill business licenses within its jurisdiction. The system shall be robust enough to have on- line renewal capabilities and support other types of charges, including but not limited to, assessment district charges, alarm and fire permit fees and energy assessment fees. B. provide municipal sales and use tax auditing, revenue recovery and reporting services. The auditing and reporting services will include written reports and quarterly briefings concerning revenue performance and projections, trend analysis, gains and declines, as well as general assistance in managing the City's sales and use tax revenues. Revenue recovery services will include identifying misallocated or underreported tax revenues and ensuring the City receives such revenues. 8. Scope of Work and Schedule: A. Business Licensing Software. The Consultant shall provide the City of Chula Vista with business license software that will: 1. Allow the City to process new business license taxes and to renew taxes through a self-assessment process. The system must be able to calculate a variety of fee structures, contain an audit trail and interface with Quadrant, the current cashiering system used by the City. 2. Allow the City to track active and inactive business licenses within the City. 3. Allow the City to interface with parcel and sales tax data to enforce the business license ordinance. 4. Include standard reports that will allow management staff to analyze license activity within the City. The analysis will include a review of current and historical data, and be able to assist in identifying businesses within the City that do not have a current business license. 5. Be user-friendly and assist staff in their daily operations including but not limited to, automation of routine processes, reports and renewal notices, and on-line renewal payment processing. 6. Must be capable of charging other fees in addition to the business license tax, such as special assessments, and alarm permit and fire permit fees which may be based on location or business category. B. Sales Tax Services. The Consultant shall provide sales tax consulting services including, but not limited to, the following: 1. Information Services and Economic Analysis Page 18 3-24 a. Provide a user-friendly software program accessible to City staff with an electronic database of the City's sales and use tax data. The software and database would be used to facilitate monitoring, analysis and forecasting of sales and use tax revenue. The program must have the ability to export all data to a spreadsheet, and have the ability to create and maintain subsets of the information based on geographic features. b. Provide training to City staff on the use of the software program described above. c. Provide written sales tax reports on a fiscal year quarterly basis to the City within one week following the receipt of the quarterly distribution report. Such reports would be provided during a quarterly meeting at the City with key City staff. These reports should include, but not be limited to, the following: 1. Historical sales and use tax revenue trends of major industry groups within the City. 2. Top sales tax generators ranked by the amount of sales and use tax produced. 3. Analytical reports on sales trends using various categories and criteria. 4. Comparisons to other local, county and state jurisdictions. 5. Sales and use tax projections updated quarterly. 6. Information regarding state and federal legislative issues, including an analysis of the potential impact on the City of Chula Vista. 7. Creation and provision of a non-confidential newsletter in electronic format each quarter for the City suitable for public dissemination. 8. Other reports as mutually agreed upon. d. Provide assistance with sales and use tax revenue trends, analysis and related questions throughout the fiscal year; consultation on projections of sales and use tax revenue during the City's annual budget development process. 2. Revenue Recovery and Reporting a. Identify the specific procedures you will use to detect, correct, and recover misallocated revenue for the City. b. Monitor and analyze the quarterly distribution reports to ensure accuracy and detect any irregularities. c. Identify opportunities for the City to recover the local allocation on purchase transactions subject to tax and facilitate the recovery of such funds. d. Assist the City with strategies to preserve and enhance sales and use tax generated by existing businesses within the City through innovative Page 19 3-25 programs such as a sales tax education program or business to business program that would promote greater sales tax revenue for the City. C. Date for Commencement of Consultant Services: eX) Same as Effective Date of Agreement ( ) Other: D. Dates or Time Limits for Delivery of Deliverables: 1. Business Licensing Services: Deliverable No.1: Meeting to establish/review project requirements and timelines within one week of the effective date of this agreement. Deliverable No.2: Bi-weekly progress report from Project Manager to ensure project is on track. Deliverable No.3: "Go-live", meaning that the system is fully functional with on-line renewal capabilities, by December 1,2010. 2. Sales Tax Services: Deliverable No.1: Initial audit reports, documenting the errors/omissions detected, within 120 days the effective date of the agreement. Deliverable No.2: Training and implementation of sales tax database within 120 days of the effective date of the agreement E. Date for completion of all Consultant services: 1. Business Licensing Software: System implementation and training to be completed no later than December 1, 2010. System maintenance and support on-going until terminated in accordance with the terms and conditions of the agreement. 2. Sales Tax Services: The Consultant shall provide these services from August 17, 2010 to June 30, 2015, unless this Agreement is terminated earlier by the City. The City Manager, at hislher sole discretion, may extend the Agreement for three additional, consecutive one-year periods. The three additional one-year periods shall be on the same terms and conditions. Nothing in this section shall alter the City's ability to terminate this Agreement pursuant to Article VI. ofthe Agreement. 9. Materials Required to be Supplied by City to Consultant: Page 20 3-26 The City agrees to provide its current data information in ASCII file format with a file layout detailing the content, format and size of fields included in the data set. This data will be required a minimum of two times during the conversion process. 10. Compensation: A. ( ) Single Fixed Fee Arrangement. For performance of all of the Defined Services by Consultant as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Single Fixed Fee Amount: , payable as follows: Milestone or Event or Deliverable Amount or Percent of Fixed Fee ( ) 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 phase. The retention amount or percentage set forth in Paragraph 18 is to be applied to each interim payment such that, 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 City 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 Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. B. (X) Phased Fixed Fee Arrangement for Business Licensing Software F or the performance of each phase or portion of the Defined Services by Consultant as are separately ideI1tified 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. Consultant 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. The total cost for the business license software installation is $52,200 which includes, but not limited to, system design and configuration, data conversion, forms and reports development, and training. Payment shall made in the following phases: Page 21 3-27 ...... - Phase 1. 2. Within 30 days of the effective date of agreement Within 60 days of the effective date of agreement, or within 30 days of the "go-live" date; whichever is earlier After 30 days of the "go-live" date Fee for Said Phase $26,100 (50% of total cost) $20,880 (40% of total cost) 3. $5,220 (remaining 10% of total cost) ( ) 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 phase. The retention amount or percentage set forth in Paragraph 18 is to be applied to each interim payment such that, 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 City 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 Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. C. ( ) Hourly Rate Arrangement For performance of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule herein below according to the following terms and conditions: (1) ( ) Not-to-Exceed Limitation on Time and Materials Arrangement Notwithstanding the expenditure by Consultant of time and materials in excess of said Maximum Compensation amount, Consultant agrees that Consultant will perform all of the Defined Services herein required of Consultant for $ including all Materials, and other "reimbursab1es" ("Maximum Compensation"). (2) ( ) Limitation without Further Authorization on Time and Materials Arrangement At such time as Consultant shall have incurred time and materials equal to $ ("Authorization Limit"), Consultant shall not be entitled Page 22 3-28 to any additional compensation without further authorization issued in wntmg and approved by the City. Nothing herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. See Exhibit B for wage rates. ( ) Hourly rates may increase by 6% for services rendered after [month], 20_, if delay in providing services is caused by City. D. (X) Other Compensation For Sales Tax Services, the fee for ongoing analysis, reports and access to the sales tax database is $675 per month to be billed quarterly. The fee for audit services is 15% of all new sales and use tax revenue received by the City as a result of audit and recovery work performed by the Consultant. This fee applies to monies received in the first eight consecutive reporting quarters beginning with the receipt of the audit revenue and includes retroactive back quarter adjustments obtained by the Consultant. This fee constitutes full reimbursement and covers all direct and indirect costs incurred by the Consultant under this agreement. 11. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: ( ) None, the compensation includes all costs. Cost or Rate $ $ $ 200.00 $ $ $ $ $ $ $ () Reports, not to exceed $ () Copies, not to exceed $ (X) Travel, not to exceed $200.00 for software training () Printing, not to exceed $ () Postage, not to exceed $ () Delivery, not to exceed $ () Outside Services: () Other Actual Identifiable Direct Costs: , not to exceed $ , not to exceed $ 12. Contract Administrators: City: Maria Kachadoorian, Director of Finance/Treasurer 276 Fourth Avenue Chula Vista, CA 91910 Page 23 3-29 Consultant: Lloyd deLlamas, President 1340 Valley Vista Drive, Suite 200 Diamond Bar, CA 91765 13. Liquidated Damages Rate: ( ) $ ( ) Other: per day. 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 ( ) Category No.1. Investments, sources of income and business interests. ( ) Category No.2. Interests in real property. ( ) Category No.3. Investments, business posItIOns, interests in real property, and sources of income subject to the regulatory, permit or licensing authority of the department administering this Agreement. ( ) Category No.4. Investments and business positions in business entities and sources of income that engage in land development, construction or the acquisition or sale of real property. ( ) Category No.5. Investments and business positions in business entities and sources of income that, within the past two years, have contracted with the City of Chula Vista or the City's Redevelopment Agency to provide services, supplies, materials, machinery or equipment. ( ) Category No.6. Investments and business positions in business entities and sources of income that, within the past two years, have contracted with the department administering this Agreement to provide services, supplies, materials, machinery or equipment. ( ) List "Consultant Associates" interests in real property within 2 radial miles of Project Property, if any: Page 24 3-30 :...,,- 15. ( ) Consultant is Real Estate Broker and! or Salesman 16. Permitted Subconsultants: 17. Bill Processing A. Consultant's Billing to be submitted for the following period of time: 1. Business Licensing Services: ( ) Monthly ( ) Quarterly (X) Other: Software Installation - 50% within 30 days of the effective date of the agreement, 40% within 60 days of the effective date of the agreement, or within 30 days of the "go-live" date; whichever is earlier, and remaining 10% within 30 days of the "go-live" date. (X) Other: Software Maintenance - annually beginning one year after the "go-live" date. The annual use fee shall be adjusted at the beginning of each anniversary year following the first year of service. The adjustment shall equal the increase in the most recently published annual Consumer Price Index (as published by the Bureau of Labor Statistics) for the surrounding statistical metropolitan area, all urban consumers. Each use fee adjustment shall not be less than two percent (2%) or greater than ten percent (10%). 2. Sales Tax Services: ( ) Monthly (X) Quarterly ( ) Other B. Day of the Period for submission of Consultant's Billing: ( ) First of the Month ( ) 15th Day of each Month ( ) End of the Month (X) Other: as submitted Page 25 3-31 C. City's Account Number: 18. Security for Performance ( ) Performance Bond, $ ( ) Letter of Credit, $ ( ) Other Security: Type: Amount: $ ( ) Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their option, either the following "Retention Percentage" or "Retention Amount" until the City determines that the Retention Release Event, listed below, has occurred: ( ) Retention Percentage: ( ) Retention Amount: $ % Retention Release Event: ( ) Completion of All Consultant Services ( ) Other: Page 26 3-32 RESOLUTION NO. 2010- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE AGREEMENT WITH HINDERLITER, DE LLAMAS AND ASSOCIATES TO PROVIDE BUSINESS LICENSING SOFTWARE AND SALES AND USE TAX SERVICES WHEREAS, currently the business licensing system is a module within the Development Services Department's permit tracking system call Permits Plus, which has been in place for over ten years; and WHEREAS, the system is proprietary and does not have online business license renewal capabilities; and WHEREAS, due to the growing demand by businesses for online payment capabilities, ITS and Finance Staff developed an external way to accept business license renewal payments online a few years ago, but the process was extremely cumbersome and labor intensive; and WHEREAS, as a result of recent budget cuts, the ITS Department lost key staff that had extensive knowledge or time necessary to do the programming for online renewals; and WHEREAS, it is important to note that this online payment process not only addresses the annual business license tax, but also includes the fire inspection fee and the energy assessment fee which makes the programming all the more complicated and time consuming; and WHEREAS, in addition to increasing customer service and efficiency through automation, staff is looking to also enhance business license enforcement through the use of sales tax data; and WHEREAS, our current business licensing system and our current sales tax services consultant do not have the ability to interface with each other and would require manual cross- referencing of the two databases which would be very labor intensive; and WHEREAS, on July 8, 2010, the City issued a Request for Proposal ("RFP") for business license software and sales and use tax services following Municipal Code 2.56, Ordinance No. 2517, and Council Policy No.1 02-05 in the consultant services selection process; and WHEREAS, the RFP was advertised in the Star News, a local publication, and posted electronically on PlanetBids, a web-based vendor and bid management system that is widely used by other local agencies; and WHEREAS, in addition several firms were contacted directly and invited to participate in this process; and 3-33 Resolution No. 2010- Page 2 WHEREAS, the four firms submitted proposals, and each proposal was thoroughly reviewed by the selection panel which consisted of the City's Director of Finance, Assistant Director of Finance, Treasury Manager, and Accounting Technician; and WHEREAS, the following criteria was used in the selection process: 1) compliance with RFP requirements; 2) experience and capabilities of the firm in conducting work of similar scope, complexity, and magnitude for other public agencies; 3) experience of assigned Project Manager and staff; 4) references; and 5) pricing/costs; and WHEREAS, the four firms that submitted proposals were: Accela Government Software, CR W Systems, Hiderliter, de Llamas and Associates ("HdL"), and Innoprise Software; and WHEREAS, after a thorough evaluation, the selection panel recommends the contract be awarded to HdL to provide business license software and sales and use tax services; and WHEREAS, HdL is best suited to meet the City's software automation needs and sales tax analysis needs as the firm has extensive experience in both areas with many other local cities and are competitively priced; and WHEREAS, the HdL software system will be more convenient for businesses and more efficient for the City as most of the reporting and programming can be done by Finance staff with little assistance from ITS programmers; and WHEREAS, the system not only accepts online renewal payments, but also allows businesses to make changes to their business license information and recalculates the amount due if necessary; and WHEREAS, this feature will allow almost all businesses the ability to pay online whereas in the past, only businesses with no changes could pay online; and WHEREAS, this will also reduce the amount of errors made when businesses try to recalculate their fees on their own; and WHEREAS, HdL's system will soon allow business license applications to be processed online which has been a frequent request of prospective business owners; and WHEREAS, this feature will be available next year; and WHEREAS, HdL is one of the industry leaders for sales tax analysis and serves many of the local cities in San Diego County; and WHEREAS, HdL offers comprehensive reports comparing data within the City, between cities in the region, and statewide; and WHEREAS, they compile various data on business types and trends which would be very useful for economic and business development; and 3-34 Resolution No. 2010- Page 3 WHEREAS, their sales tax data is integrated with their business licensing software, which would, help the City identify unlicensed businesses more easily. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City ofChula Vista does hereby approve the Agreement with Hinderliter, De Llamas and Associates to provide business licensing software and sales and use tax services. Presented by Approved as to form by Maria Kachadoorian Director of Finance 3-35