Loading...
CONTRACT 5265 Professional Services Agreement Agreement No. 5265 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND HDL SOFTWARE LLC This AGREEMENT is entered into this 17th day of January, 2017, by and between the CITY OF EL SEGUN11)01, a municipal corporation and general law city ("CITY") and HDL SOFTWARE,LLC, a hmited liability company ("(""ONSut,'I-ANT"). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES,below; B. As additional consideration, CONSUL,TANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed six thousand five hundred dollars ($6,500) for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit"A,"which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit "A," which is incorporated by reference. B. CONSULTANT will, in a professional inatiner, furnish all of the labor, technical, adinii,iistrative, professional and othler personnel, all supplies and materials, eqUipilIC11t, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other nicatis whatsoever, except as herein otherwise expressly specified ttr be furnished by CITY, necessary or proper to pet•forin and complete the work and provide the prol'ossional services required of CONSULTA N'Tby this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing tit the time of performance utilized by per%-)ns engaged in providing similar services. CITY will continuously monkor CONS I.A.TAN"I"s services. CITY will notify C0NStJL:I'ANT of any deficiencies and CONSUL.]ANT will have fi("teen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by (,ONS1J[,J`ANT' 4. PAYMENTS. For CITY to pay CONSMA"ANT as specified by this Agreement, CONSIJULANT must submit a detailed invoice to CITY which lists the hours worked and Agreement No. 5265 hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. ADDITIONAL WORK A. CITY's city manager ("Manager") may determine, at the Manager's sole discretion, that CONSULTANT must perform additional work ("Additional Work") to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work. B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work,reasons for such Additional Work, and a detailed proposal regarding cost. C. Payments for Additional Work that would cause the total amount of the Agreement to exceed $25,000 must be approved by CITY's city council. All Additional Work will be subject to all other terms and provisions of this Agreement. 7, FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: i. Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may -2- ............. Agreement No. 5265 materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 8. TERM. The term of this Agreement will be from February 1, 2017 to January 31, 2018. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit"A"; B. Termination as stated in Section 16. 9, TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed. B. Should CONS t,J I,.TANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control,CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-eight hours (49 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule, The Manager will extend the completion time,when appropriate, for the completion of the contracted services, 11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Proposal for Services. 12. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. -3- Agreement No. 5265 14. ITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 15. WAIVER, CITY's review or acceptance of, or paytnent flor, work product prepared by this Agreement will not be construed to operate as a waiver(A any rights CITY may have under this AgreernetiL or ol'any cause of action arising from CONSULTANT's performance. A waiver by C11'Y of,"any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 16. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSMA"AN't°" own cost; CITY will not be obligated to compensate CONSUI.,TANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at C11'Y's option, become CITY's property, and CONSULTANT will receive just and equitalfle compensation for any work satisfactorily completed up to the e6ective date of noticc of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSUI-JAN'r may retain copies of said documents and materials as desired, but will deliver Al original materials to CITY Upon Cl`['Y's Avrittcri notice. Cl'TY agrees that use of -4- ............... ...... Agreement No. 5265 CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITYs own risk. 18, PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public (,1TY without CITY's prior written approval. All press releaws, including graphic display infiorniation to be published in newspape•s or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 19. INDEMNIFICATION. A. CONSULTANT agrees to the following: i. Indemnification for Pr(4i?ssional Services. CONSULTANT will save hartriless an(], indeurnity and at CITY's request reiniburse defense costs for CITY and all its officers, volunteers, einployees and representatives frour and against any and all suits, actions, or claims, of tiny character* whatever, brought for, or on account of, any injuries or damages sustained by any person or, property resulting or arising front any negligent or- wrongful act, error or omission by CONSULTANT or atiy of CONSUL'IANT's officers, agents, employees, or representatives, iii the performauce of this Agreement, except for such loss or darnage arising from CITY's sole negligence or willful misconduct. ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any clahn, action, danlagcs, costs (including, Without limitation, attorney's fees), 41juries, or liability, arising out of this Agreenient, or- its performance, except for* such loss or dainage arising front CtTV's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundleSN or not, arising out of this, Agreement, or its performance, C0N81)L,rAN,r will defend CITY (at crry"s request and with counsel satisfactory to CITV) and will indenroify CITY for- any judgment rendered against it or any sums paid out it) settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees,agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be -5- Agreement No. 5265 nudrilained by (1'1'(-)NStA-TAN`1' as reqtiired by Secticin 23, and any approval of said insilrance by CITY, are not intended to and will not in any m�anner Hinit or qualify the Habilifles and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 20. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent o r e mployee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONS(J[JAN]" as to the details of doing the work or to exercise a measure of control over the work nieans that CONMAJANT will': fbllokv the direction of the CITY as to end results of the work only. 22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all rcasonable (illIeS W SUC11 records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all prog•ain data, documents, proceedings and activities, CONS ULTANT will retain such financial and program service records for at least three (3)years after termination or Final payment tinder this Agreement. 23. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: lypq.pf Insurancc Limits Commercial general liability: $1,000,000 Professional Liability $1,000,000 Business automobile liability $1,000,000 Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of the most recent ISO-CGL Form. "rlie arnount of insLirance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and -6- Agreement No. 5265 property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that suc-h inSUri,111CC Will (Jectned "primary"" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Forni No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a "clainis made,r. basis and will not be cancelable or sul jcct to redUCtiOn CXCe'pt upon, thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "clahns made" basis if not available, When coverage is provided on a "clairvis inade CONSkJLTANT will continue to renc\v the insurance f'or a period of three (3) years after this Agreement expires or is terminated. SUCII iklStlranCe Will have the sarne coverage and lirnits, as the policy that was in eff ect during the Wrin of this Agreement, and will cover CONSULTANJ' f()r all claims made by CITY arising out or any errors, or omissions of CONSIJILTANT' or its, orficers, eiriployees or agents during the time this Agreement was in effect. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol I (Any Auto). E. CONSULTANT will fumish to (:TTY (July authenticated Certificates of' Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from tirne to 6im. Insurance rnust be 1.0aced with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of"A:VII." F. Should CONS lJLTANT, for any reason, fail to obtain and maintain the insurance required by this Agreernent, (1TY may obtain such coverage at CONSIAJANT's expense and deduct the cost of such insurance from payments due to CONS(AXANT under this Agreement o�r terrninate pursuant to Scctiorl 16. 24. (fSE OF SIJBCONTRACTRs. CONStAJANT nitist obtain CITY's prior written approval to Ilse any consultants White performing any portion of this Agreenictit. Such approval must approve of the proposed consultant and the terms ofcon1pensation. 25. INCIDENTAL TASKS. CONSULTANT will inect with CITY monthly to provide thc status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description ofthe %vork to be done before the next schedule update. 26. NOTICES. All conirn un i cations to either party by the other pally will be deemed made when received by such party at its respective name and address as follows: -7- Agreement No. 5265 1f to"CO N S IJ 1,,'I'A NY: HDL Software LLC City of El Segundo 1340 Valley Vista Drive 350 Main Street Diamond Bar, CA 91765 El Segundo, CA 90245 Attention- George Bonnin Attention: Juliana Demers Arty such written ley niail will be conclusively cicenied to have been received by the addressee upon deposit thereof ill tile United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices Nvill be deemed given at the tinic of adt,Ml deliVCI'),. Changes ritay be made in the mines or addresses ot'persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 27. CONFIACT OF INTEREST, CONSULTANT will comply with all conflict of interest laws and regtdations including, without linlitation,C11"Y's conflict of`interest regulations. 2& SOLICITATION. CONSLILT.,\NT rilabriahis and warrants that it has not employed nor retained any company or person, other than CONS(JLTAN'I"s bona fide eniployee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company o,r person, other than CONSLTTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resolting frorn the award or making of this Agreement. Should CONSIA,'"I'ANT breach or violate this warranty, CITY may rescind this Agreement without liability, 29, THIRD PART)l BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive berrefit of CONSULTANT and CITY and not for the benefit ol'any other party, There will be no incident,11 or other beneficiaries ()C any of CONSUUFANT's or CITY's obligations under this Agreement. 30, INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the la%vs of (lie State of California, and MILISIve venue, 11,)r any action involving this ,agreement will be in Los Angeles County, 31. COMPLIANCE WFI'H LAW, CONSULTANT agrees to comply with all federal, state, and local laws applicable to,this Agreenient, 31 ENTIRE AGREEMENT. This Agreement, and its [.Wiibits, sets forth the entire understanding of the parties, There are no other understaildings, terins or other agreernents expressed or implied, oral or Nkritten, There is one (1) 1`10i bit to this Agreement, This Agreernent will bind and inure to the benefit of the parties to this Agreement and any Subsequent successors and assigns. 33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal couivwl. Accordingly, this Agreement will be construed simply, as a Agreement No. 5265 whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 34. SEVERABILITY. If any portion o f t his Agreement is declared by as court of competent jurisdiction to be invalid or uncnf6rceable, then SUGh portion will be decined modified to the extent necessary in the opinion of the court to rentler such portion enforceable and, as so modified, such portion and the balance of this Agreeinent will contirme in full force and effect. 35. AUTHORITY/MODIFICATION. The Parties represent and %yarrant that all necessary action has been taken 1,,)y the ("arfies,to authorize the undersigned to execute this Agre*einent and to engage in the actions described herein. This Agreement may be modified by written amendment. (:;ITY's executive manager,or designee,may execute any such amendnient on behalf of CITY. 36, ACCEPTANCE OF FACSIMILE SIGN ATU RES. 'flie parties agree that this Agreement, agreements ancillat), to this Agreement, and related docLirnenLs to be entered into in connection with this Agreenwrit will be cotisidered signed w1wo the signature of a party is delivered by facsimile transniission. Such filCSinlilC SigllatLWC will be treated in all respects as having the satne effect as an original Sigflaftlre„ 37, CAVVIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not,affect the interpretation of this Agreement, 3& TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreerrient, 39. FORCE MAJEURE, Should performance of this Agreenient lie prevented due to fire, flood, explosion, acts ot' tcj-r()risjjj, war, eitiliargo, government action, civil or inilitaty autbority, the natural clements, or other similar causes beyond the Padies' reasonable control, then the Agreement will in)rnediately terminate without obligation of either party to the other, 40, ST KrEMEN11" OF EXPERIENCE. By executing this Agreement, CONSIAJANT represents that it has denionstra(ed trustworthiness and possesses the quality, fitness and capacity to perform (lie Agreement in a nnanner satisfactory to ("1"l'Y. (.'ONSI,IL,'J'AN'T' represciits that its financial resources, SUITty Mid insurance experience, service expericnee, completion ability, personnel, current workload, experience in dealing worth private consultants, and cxperience in dealing with public agencies all suggest that ("ONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] -9- Agreement No. 5265 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY L"L4,GdUND( HDL SOFTWARE,LLC Greg 4, ente , Ro6ert Gray City ages President ATTE 'T: Taxpayer ID No. Ci�,�'Clerk "D AS TO FORM: Mark D.Henstey, City Attorney I� ��;..,�, ,..��,� �, iT ., ,��, ��� �, �. � � � ., ; �� ., � �, ��„ � „��, ,�,. i a'i'l; 'r �I � 'I f 'I � d V � a,ii.,�, i 5 i IL I q I I I � ���� �VVII II�� �i i �, � a w���, ,a� � pll � Ilu �w r � w �i p I I I F �� � � � �i uu � � ��ou�m,i� uuui �� p r IIII u �� ���i�� i � III II ���� II �. �� ���„ II �I ����� II ,,� ; _� = � �� "' �� u � ,�II III �� f l II I IIII � � i iu � � I i�- �. .. IIIIIIIIIIIIIIIIIIIIIIIIIIIIIII1111111 � �� �� � �� V ���� ��i� �iiiiili III III. � � �� � � ���i i ��I uia � � o e u� uui �. it l� ii i ii a II III IIII.. ��� ���� r u� � I � ��� � I I �� �� i u ;� II„ �� I i ��� �� , � ��. ui� ���� � � �, �� u iii u�i u a i °�neae�P6 ', I��I;r L ���u mm �I II II W 'm I '�' emu mip �r�� .��� w, I �� �� ppp �� ^, � � �� �mll�.N� Gy N Ili 1w III�� W um ill DIY)ullluuulii�l�l���uuli � ���: I II �� n y � 9 3 � � I �i �II II �������� III �� i �� '� .I ' i „ „ III ���Ni I� i ti � ����� II �u� I�� a �� ��� � � ��11 � � , �, . �, �o, . , s ,..., � ,�,�� � ra Agreement No. 5265 Dear Juliana, Thank you for the OPPOr-WrJty to present this 1.,)roposal for HdLs TOT Operatioris Management Services. Please be advised that we irriaintain a busy it plerrientation schedule throughout the year. Your position in 1,he implementation schredt,11ci will be determined when a signed agreement is received, This proposal is valid it December 15, 2016 Should you have any questions, please contact me at 888.861.0220 or by email at Transient Occupancy Tax Management Service Service Compensation TOT Management"S—ervi-ces............ $6,000.00 per year' Travel Expenses AtCoSt2 CP1 Adjustment - Fees for Operations Managernent Services will be adjusted at the beginning of each calendar year by the change in the Consurner Price Index - West Urban (CPI-Wu) as reported by the Bureau of Labor StatistIcs, Each annual adjustment will not be less than two percent (2%) or greater than ten percent (10�%). Travel Expenses - Travel and lodging expenses are Mled at cost and apply to all meetings; Including process, pre•fr)stallation, installation, training, and support. Hdl- Is dedicated to conserving public funds, and ensures any travel costs are indeed required arid reasonable. General Scope of Work The Transient Occupancy Tax Management Service provided by HdL takes a unique approach in ensuring compliance, educating hoteliers in transient occupancy tax regulations and filing procedures, and maximizing City revenues, HdL's business friendly approach reduces City administrative costs and provides the City with assurances of future compliance and reporting practices from the City's lodging industry. Tax Registration Database Management - HdL will transfer the City's existing databases as they relate to TOT into HdL's internal administration tools. HdL will maintain the data and provide reports to the City. Retu,rn, Processing - HdL will process TOT filings within 5 days of submission. Accounts will receive all applicable forms necessary to complete the renewal process. New Account Processing - HdL will process any new 'TOT registrations for lodging establishments that change hand or newly offered properties. Agreement No. 5265 Payment Posting/Processing - HdL will process all payments made for new and existing lodging roviders. Accounts will be updated with payment information and revenues will be remitted to the City net °s fees on no less than a monthly basis. Customer Support Center - L will provide lodging rovi er with multiple support options registering, filing returns, akin a e is and for general inquiries. Lodging providers will be able to access one of our tax specialists Monday-Friday n o 5:00pm Pacific via phone, email, fax® and the online support center, On-Line Filing Processing L will provide a we site for lodging providers to make payments online, Monitoring Compliance will ensure accurate filings of TOT returns by consistently monitoring returns and providing compliance audits as mutually agree to by the City and HdL. ai Reporting - In addition to standard rnonthly reports, HdL will continue to provide the City with annual analysis reports designed to provide key insights in the lodging provider community and the details can reporting of each lodging provider.