HomeMy WebLinkAboutContracts & Agreements_252-2020PS -1.1 (9.220)
AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of property tax audit and information services
(` Agreement") is made and entered in this 15th day of December 2020 ("Effective Date"), by
and between the City of Redlands, a municipal corporation ("City") and Hinderliter, De Llamas
and Associates, a California corporation ("Consultant"). City and Consultant are sometimes
individually referred to herein as a `Party' and, together, as the `Parties. In consideration of the
mutual promises contained herein, City and Consultant agree as follows:
RECITALS
WHEREAS, transactions tax revenues can be increased through a system of continuous
monitoring, identification and correction of allocation errors and reporting deficiencies, and
WHEREAS, an effective program of transactions and use tax management can provide
for more accurate budget forecasting and financial planning; and
WHEREAS, City desires the combination of data entry report preparation, and data
analysis necessary to effectively manage its Measure 'T' transactions and use tax base the
recovery of revenues either unreported or erroneously allocated to other jurisdictions; and
WHEREAS, Consultant has the programs, equipment and personnel required to deliver
the transactions and use tax related services referenced herein,
NOW THEREFORE, in consideration of the mutual promises contained herein, City and
Consultant agree as follows:
ARTICLE 1 — ENGAGEMENT OF CONSULTANT
1 I City hereby engages Consultant to provide property tax audit and information services for
City (the `Services").
1.2 The Services shall be performed by Consultant in a professional manner and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit
A, titled `Scope of Services, which is attached hereto and incorporated herein by
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to, any applicable State
prevailing wage laws.
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ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City designates Danielle Garcia, Management Services/Finance Director, as City's
representative with respect to performance of the Services, and such person shall have the
authority to transmit instructions, receive information, interpret and define City's policies
and decisions with respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the property tax audit and information services in
a prompt and diligent manner. The term of this Agreement shall be for a period of three
(3) years from the Effective Date of this Agreement and shall end on December 14, 2023
unless terminated earlier as provided herein (the 'Initial Term"). City shall further have
the option to extend the Initial Term of this Agreement for two additional one year terms
(the `Renewal Terms") on the same terns and conditions hereof by providing written
notice to Consultant not less than ten (10) days prior to any Renewal Term.
4.2 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with
City Council adopted policy for the same. It shall be the obligation of Consultant to
obtain a copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5 1 The total compensation during the Initial Term for Consultant s performance of the
Services shall not exceed the amount of twenty five thousand dollars ($25,000), invoiced
monthly in the amount of two hundred dollars ($200). Consultant's invoices shall include
a brief description of the Set -vices performed, the dates the Services were performed, the
number of hours spent and by whom, and a description of reimbursable expenses related
to the project. City shall pay Consultant no later than thirty (30) days after receipt and
approval by City of Consultant s invoice.
5.2 Consultant shall be further paid twenty five percent (25%) of all new sales, transactions,
and/or use tax revenue received by City as a result of audit and recovery work performed
by consultant (hereafter referred to as Audit Fees"), including any reimbursement from
the Sales and Use Tax Compensation Fund as outlined in Section 97 68 of the Revenue
and Taxation Code. New sales, transactions and/or use tax revenue shall not include any
amounts determined by City or Consultant to be increment attributable to causes other
than Consultant's work pursuant to this agreement. In the event that Consultant is
responsible for an increase in the tax reported by businesses already properly making tax
payments to the City, it shall be the Consultant's responsibility to separate and support
the incremental amount attributable to its efforts prior to the application of the Audit Fee.
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Said Audit Fees will apply to state fund transfers received for back quarter reallocations
and monies received in the first eight consecutive reporting quarters following
completion of the audit by Consultant and confirmation of corrections by the Department
of Tax and Fee Administration. Consultant shall provide City with an itemized quarterly
invoice showing all formula calculations and amount due for Audit Fees. This provision
for Audit Fees shall apply during the Initial Term as well as any Renewal Terms.
5.2 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight
courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent
contemporaneously by first class, certified, registered or express mail, in each case
properly posted and fully prepaid to the appropriate address set forth below or such other
address as a Party may provide notice in accordance with this section.
CITY.
City Clerk
City of Redlands
35 Cajon Street
P 0 Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
(909) 798-7531
CONSULTANT.
Andrew Nickerson, President
Hinderliter, De Llamas & Associates
120 S State College Blvd. Suite 200
Brea, CA 92821
anickerson@hdlcompanies.com
(888) 861-0220
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services. Consultant shall not
perform any Services unless and until the required insurance listed below is obtained by
Consultant. Consultant shall provide City with certificates of insurance and endorsements
evidencing such insurance prior to commencement of the Services. Insurance policies
shall include a provision prohibiting cancellation or modification of the policy except
upon thirty (30) days prior written notice to City
A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City or certification to
City that Consultant is self-insured or exempt from the workers compensation laws
of the State of California. Consultant shall execute and provide City with Exhibit B,
titled `Workers Compensation Insurance Certification, which is attached hereto and
incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two
Million Dollars ($2,000,000) aggregate, for public liability, property damage and
personal injury is required. City shall be named as an additional insured and such
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insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City
C. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and
property damage liability This coverage shall include all Consultant owned vehicles
used in connection with Consultant s provision of the Services, hired and non -owned
vehicles, and employee non -ownership vehicles. City shall be named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or
self-insurance maintained by City
D Consultant is expressly prohibited from assigning or subcontracting any of the
Services without the prior written consent of City In the event of mutual agreement
by the Parties to assign or subcontract a portion of the Services, Consultant shall add
such assignee or subcontractor as an additional insured to the insurance policies
required hereby and provide City with the insurance endorsements prior to any
Services being performed by the assignee or subcontractor.
6.2 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability including
attorneys fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by or the willful misconduct of Consultant, or its
officers, employees and agents in performing the Services.
ARTICLE 7 — CONFIDENTIALLY AND CONFLICTS OF INTEREST
7 1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant s Services. Consultant further covenants and
represents that in the performance of its duties hereunder no person having any such
interest shall perform any Services under this Agreement.
7.2 Section 7056 of the State of California Revenue and Taxation Code specifically limits the
disclosure of confidential taxpayer information contained in the records of the
Department of Tax and Fee Administration. This section specifies the conditions under
which a city may authorize persons other than city officers and employees to examine
State Sales and Use Tax records. The following conditions specified in Section 7056 (b)
(1) of the State of California Revenue and Taxation Code are hereby made part of this
agreement:
A. Consultant is authorized by this Agreement to examine sales, use or transactions and
use tax records of the Department of Tax and Fee Administration provided to City
pursuant to contract under the conditions established by the California Revenue and
Taxation law
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B. Consultant is required to disclose information contained in, or derived from, those
sales, transactions or use tax records only to an officer or employee of City who is
authorized by resolution to examine the information.
C. During the term of this Agreement, Consultant is prohibited from performing
consulting services for a retailers, as defined in California Revenue & Taxation Code
Section 6015
D Consultant is prohibited from retaining the information contained in, or derived
from those sales or transactions and use tax records, after this Agreement has
expired. information obtained by examination of the Department of Tax and Fee
Administration records shall be used only for purposes related to collection of
local sales and use tax or for other governmental functions of City as set forth by
resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation
Code. The resolution shall designate Consultants as a person, authorized to
examine sales and use tax records and certify that this Agreement meets the
requirements set forth above and in Section 7056 (b) (1) of the Revenue and
Taxation Code.
7.3 Consultant hereby provides a license to City to use Consultant's software. The software
shall only be used by City City shall not sublet, duplicate, modify decompile, reverse
engineer, disassemble, or attempt to derive the source code of the software. The license
granted hereunder shall not imply ownership by City of said software, rights of City to
sell said software, or rights to use said software for the benefits of others. This license is
not transferrable. Upon termination, the software license shall expire, all copies of the
software shall be removed from City's computers and network, and all digital copies
deleted or otherwise destroyed.
7 4 Consultant acknowledges that the account data generated by City during the course of
City operations is the property of the City At the termination of this Agreement, City
data will be made available to City in a format acceptable to both City and Consultant.
7.5 As used herein, the term `proprietary information' means any information which relates
to Consultant's computer or data processing programs, data processing applications,
routines, subroutines, techniques or systems; or business processes. City shall hold in
confidence and shall not disclose to any other part or any Consultant proprietary
information in connection with this Agreement, or otherwise learned or obtained by City
in connection with this Agreement. The obligations imposed by this paragraph shall
survive any expiration or termination of this Agreement. The provisions of this Article 7
shall not apply to any information that is public information.
7.6 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make a governmental decision whether to:
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(i) approve a rate, rule or regulation, or adopt or enforce a City law -
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to whiclt
City is a party or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially
the same duties for City that would otherwise be perforated by an individual
holding a position specified in City s Conflict of interest Code under Government
Code section 87302.
7 7 In the event City determines that Consultant must disclose its financial interests,
Consultant shall complete and file a Fair Political Practices Commission Form 700,
Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement. Any
assignment or attempted assignment without such prior written consent may in the sole
discretion of City results in City's immediate termination of this Agreement.
8.3 Consultant is for all purposes under this Agreement an independent contractor and shall
pertorm the Services as an independent contractor Neither City nor any its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth. Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account
only, and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City Consultant
shall have no authority express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority express or implied, to
bind City to any obligation.
8.4 This Agreement may be terminated by City in its sole discretion, by providing not less
than five (5) days prior written notice to Consultant of City's intent to terminate. If this
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Agreement is terminated by City an adjustment to Consultant's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Consultant at the time of termination may be adjusted to the
extent of any additional costs to City occasioned by any default by Consultant. Upon
receipt of a termination notice, Consultant shall immediately discontinue its provision of
the Services and, within five (5) days of the date of the termination notice, deliver or
otherwise make available to City copies (in both hard copy and electronic form, where
applicable) of project related data, design calculations, drawings, specifications, reports,
estimates, summaries and such other information and materials as may have been
accumulated by Consultant in performing the Services. Consultant shall be compensated
on a pro -rata basis for Services completed up to the date of termination.
8.5 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law from the date of fmal payment to
Consultant pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained
herein, and any prior negotiations, written proposals or verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this
Agreement is declared invalid, void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or
sections contained herein, unless to do so would deprive a Party of a material benefit of
its bargain under this Agreement.
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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement
CITY OF REDLANDS HINDERLITER, DE LLAMAS &
ASSOCIATES
By Catm
Mayor, City of Redlands
ATTEST
eine Donaldson, City Clerk
By
foulr
-.4k.
Andrei N ckerson, President
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EXHIBIT "B"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways.
(a) By being insured against liability to pay compensation by ane or more insurers
duly authorized to write compensation insurance in this State
(b) By securing from the Drrectoi of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees
CHECK ONE
T am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and T will comply with such provisions
before commencing the perforniance of the work and activities required or permitted under this
Agreement (Labor Code §1861)
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, T shall not employ any person in any manner such that T become subject to the
workers' compensation laws of California However, at any time, if I employ any person such
that I become subject to the workers' compensation laws of California, immediately T shall
provide the City with a certificate of consent to self -insure, or a certification of workers'
compensation insurance
I certify under penalty of perjury under the laws of the State of California that the information
and representations made in this certificate are true and correct
HINDERLITER, DE LLAMAS & ASSOCIATES
By
Anis ' rson, resident
Date (1 (b7(Z11
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