HomeMy WebLinkAboutContracts & Agreements_128-2024MASTER SERVICES AGREEMENT
THIS MASTER SERVICES AGREEMENT (this "Agreement") is made and entered into
as of this 18th day of June, 2024 (the "Agreement Date") by and between Hinderliter De Llamas &
Associates (HdL Companies) a California corporation ("Consultant"), and City of Redlands, a
municipal corporation ("Client"), which is located within the state of California (the "State").
WITNESSETH:
WHEREAS, Consultant is engaged in the business of providing consulting, software and
other services that help public agencies understand and maximize their collection of sales, use and
transactions taxes, business license taxes, property and lodging taxes, and other revenues, as well as
their delivery of other public services (collectively, "Consultant's Business"); and
WHEREAS, Client desires to contract with Consultant to obtain one or more of the services
included within Consultant's Business (as provided for in Section 1) upon the terms and conditions
contained in this Agreement;
WHEREAS, Consultant desires to contract with Client to render such services upon the terms
and conditions contained in this Agreement.
NOW THEREFORE, in consideration of the covenants and promises contained herein,
Client and Consultant mutually agree as follows:
1. Services.
1.1 Consultant will perform those services included within Consultant's Business that are
described in any and all schedule(s) referencing this Agreement and signed by Client and Consultant
as of the Agreement Date or hereafter (individually and collectively, the "Schedule(s)"), upon the
terms and conditions contained in this Agreement (including the Schedules) (such services are,
collectively, the "Services")
1.2 Consultant warrants that it will perform the Services in a professional manner in
accordance with professional standards. In performing the Services, Consultant is acting as an
independent contractor (and not as an agent or employee of Client).
1.3 Client acknowledges and agrees that any other public agency (including, without
limitation, any participating government agency) located within or outside of the State (e.g., city,
municipality, county, district, public authority or other political subdivision) may procure services for
fees and other terms and conditions that are substantially similar to any of the Services, Fees and other
terms and conditions set forth in this Agreement, provided that such other public agency executes a
separate agreement with Consultant wherein the services rendered to such other public agency, the
fees payable by such other public agency, and the other terms and conditions of such separate
agreement are the responsibility of Consultant and such other public agency and not Client.
1.4 This Agreement does not limit the right of Consultant to enter into additional contracts
with Client or to contract with other persons or entities (that are not Client) to provide them with
merchandise or services of any kind whatsoever, including, but not limited to, services similar to the
Services.
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2. Fees. As compensation for performing the Services, Client will pay Consultant the
fees, costs and expenses as described in the Schedules (individually and collectively these fees and
costs are, the "Fees"). Consultant may perform the Services using professionals from its staff or
Consultant's affiliated entities, and such Services will be billed to Client under the same billing terms
applicable to Consultant's staff. Consultant may increase the Fees from time to time (including,
without limitation, annually as described in the Schedules). Other than a Fee increase as described in
the Schedules, Client may notify Consultant of a request that such Fee increase be modified or
revoked and, if Consultant fails to do so to Client's satisfaction within thirty (30) days after the receipt
of such request, Client may terminate this Agreement without cause pursuant to Section 7.3.
3. Invoices; Payment.
3.1 City agrees to compensate Consultant for services under this Agreement as in Schedule
D.
4. Insurance. Throughout the term of this Agreement, Consultant will maintain the
following insurance in not less than the referenced amounts: (a) workers compensation and employers
liability insurance as may be required by the State; (b) property damage liability of $1,000,000 per
incident; (c) bodily injury liability of $1,000,000 per incident; and (d) professional liability for any
errors or omissions of $1,000,000.
5. Client Support.
5.1 Client will promptly provide in writing to Consultant all data and other information
relating to or which may be necessary for Consultant's performance of the Services. Without limiting
the foregoing, Client will keep Consultant informed on a timely basis in writing as to the existence
and amendments of the laws, ordinances and/or regulations under which Consultant is performing the
Services (including any adopted by Client). Consultant will be permitted to rely on the accuracy,
timeliness and completeness of the information provided by Client, and in no event will Consultant
be liable to Client or others as a result of such reliance.
5.2 Client will examine all of Consultant's reports, specifications, notices, proposals and
other documents. In the event that a decision is required of Client in order for Consultant to perform
the Services, Client will render such decision in writing in a timely manner
5.3 Promptly following any request from Consultant, Client will adopt and maintain in
full force and effect resolutions in forms acceptable to Client and in accordance with applicable law
authorizing Consultant to examine the confidential sales tax and other relevant records of Client
throughout the Term and, for so long as any Fees are still accruing pursuant to this Agreement, after
the Term.
5.4 Client will assist Consultant in obtaining such licenses, permits and approvals as may
be required by law for performing the Services, and Client will pay all fees, assessments and taxes
related to the application, issuance and maintenance thereof.
5.5 The Services do not include services that Consultant may be required or requested to
provide to support, prepare, document, bring, defend or assist in litigation undertaken or defended by
Client ("Litigation Services"). If Consultant agrees with Client or is required to perform Litigation
Services, Client will promptly pay Consultant for all of Consultant's costs and expenses related to
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Litigation Services at Consultant's actual cost, plus ten percent (10%) thereof (all of which are
deemed to be additional Fees).
6. Confidentiality; Software Use and Warranty; Records.
6.1 Consultant will comply with the requirements of the applicable laws, ordinances
and/or regulations concerning the confidentiality of tax records of which it has been informed by
Client pursuant to Section 5.1.
6.2 As used herein, the term "proprietary information" means all information, techniques,
processes, services or material that has or could have commercial value or other utility in Consultant's
Business, including without limitation: Consultant's (i) software, computer or data processing
programs; (ii) data processing applications, routines, subroutines, techniques or systems; (iii) desktop
or web -based software; (iv) audit, tax or fee collection/administration or business processes, methods
or routines; (v) marketing plans, analyses and strategies; and (vi) materials, techniques and
intellectual property used. Except as otherwise required by law, Client must hold in confidence and
may not use (except as expressly authorized by this Agreement) or disclose to any other party any
proprietary information provided, learned of or obtained by Client in connection with this Agreement.
The terms of this Section 6.2 do not apply to any information that is public information.
6.3 If access to any software which Consultant owns is provided to Client as part of this
Agreement (including, without limitation, if Client chooses to subscribe to such software and reports
option as part of the Services) (such Consultant -owned software is, collectively, the "Software"),
Consultant hereby provides a limited, non-exclusive, non -transferable license to Client for the use by
such of Client's staff as may be designated from time to time by Client and approved by Consultant
in writing to use the Software pursuant to and during the Term of this Agreement. The Software must
only be used by such authorized Client staff, and Client must not sublicense, sublet, duplicate, modify,
decompile, reverse engineer, disassemble, or attempt to derive the source code of the Software. The
license granted hereunder does not imply ownership by Client or any of Client's staff of the Software
nor any rights of Client or any of Client's staff to sublicense, transfer or sell the Software, or rights
to use the Software for the benefit of others. Client may not create (or allow the creation of) any
derivative work or product based on or derived from the Software or documentation, nor modify (or
allow the modification of) the Software or documentation without the prior written consent of
Consultant. In the event of a breach of this provision (and without limiting Consultant's remedies),
such modification, derivative work or product based on the Software or documentation is hereby
deemed assigned to Consultant. Upon termination of this Agreement or this Software license, this
Software license will be deemed to have expired and Client access to Software will be immediately
removed. Client must immediately cease using and remove, delete and destroy all Software materials
which may exist on Client's computers and network. Consultant warrants that the Software will
perform in accordance with the Software's documentation.
6.4 All documents, preliminary drafts, communications and any and all other work
product related to the Services and provided by Consultant to Client either in hard copy or
electronically are the property of Client. This does not include any software, programs,
methodologies or systems used in the creation of such work product, nor does it include any drafts,
notes or internal communications prepared by Consultant in the course of performing the Services
that were not otherwise provided to Client in either hardcopy or electronic form, all of which may be
protected by Consultant or others' copyrights or other intellectual property. It is possible that any
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documents, drafts, communications or other work product provided to Client may be considered
public records under applicable law and/or may be discoverable through litigation. Consultant may
publicly state that it performs the Services for Client.
6.5 Subject to applicable law, Consultant is responsible for retaining all final documents
and other final work product related to the Services for a period of not less than three (5) years from
the date provided to Client. Retention of any other documents, preliminary drafts, communications
and any and all other work product provided to Client by Consultant is the responsibility of Client.
Consultant has no responsibility to retain any drafts, notes, communications, emails or other writings
created or received by Client in the course of performing the Services (other than the final documents
and other final work product related to the Services and provided to Client for the term of years
referenced above).
7. Term and Termination.
7.1 The initial term of this Agreement commences as of the Agreement Date and, unless
terminated earlier pursuant to any of this Agreement's express provisions, will continue in effect until
June 30, 2029.
7.2 This Agreement may be terminated by either party for cause upon not less than forty-
five (45) days' written notice given to and received by the other party, if the other party has materially
breached this Agreement through no fault of the notifying party and fails to (i) commence correction
of such material breach within thirty (30) days of receipt of the above -referenced written notice and
(ii) diligently complete the correction thereafter.
7.3 On termination, Client will pay Consultant for all Fees and other compensation
(including for Litigation Services) earned and/or incurred through the termination date and will
thereafter timely pay Consultant for all other Fees and compensation to which Consultant may be
entitled pursuant to this Agreement (including the Schedules hereto).
8. Indemnification.
8.1 Consultant agrees to fully and promptly indemnify and hold harmless (but not defend)
Client and each of its officers, employees and agents (collectively, "Client Group") from and against
any and all third -party liabilities, judgments, awards, losses, claims, damages, expenses, and costs
(including, without limitation, for reasonable third -party attorneys' fees and costs awarded in
connection therewith) (each, a "Third -Party Liability", and collectively, "Third -Party Liabilities")
directly or indirectly related to this Agreement and arising out of any negligent act or negligent
omission, or reckless or willful misconduct, of Consultant or any of its directors, officers, employees,
agents, direct and indirect equity holders, or affiliates (collectively, "Consultant Group") under this
Agreement; provided, that such obligations to indemnify and hold harmless are only to the extent
Consultant admits in writing, or any of Consultant Group is found by a court of competent jurisdiction
in a judgment which has become final and that is no longer subject to appeal or review, to have caused
the above -described Third -Party Liability(ies). In no event shall Consultant be obligated to defend
any of Client Group or pay for any Client Group attorneys' fees or other costs of defending against
any such Third -Party Liabilities ("defense costs"), with exception of if Consultant is obligated to
indemnify and hold harmless Client Group as described above in this Section 8.1 then Consultant
shall also be responsible for the defense costs incurred by Client Group for the related matter.
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Consultant's duty to indemnify and hold harmless Client shall not apply to claims for liability which
arise from the issuance or non -issuance of any registration, license, permit, or exemption.
8.2 Client agrees to fully and promptly indemnify and hold harmless (but not defend) each
of Consultant Group from and against any and all Third -Party Liabilities directly or indirectly related
to this Agreement and arising out of any negligent act or negligent omission, or reckless or willful
misconduct, of any of Client Group under this Agreement; provided, that such obligations to indemnify
and hold harmless are only to the extent Client admits in writing, or any of Client Group is found by a
court of competent jurisdiction in a judgment which has become final and that is no longer subject to
appeal or review, to have caused the above -described Third -Party Liability(ies). In no event shall Client
be obligated to defend any of Consultant Group or pay for any Consultant Group attorneys' fees or
other costs of defending against any such Third -Party Liabilities ("defense costs"), with exception of if
Client is obligated to indemnify and hold harmless Consultant Group as described above in this Section
8.2 then Client shall also be responsible for the defense costs incurred by Consultant Group for the
related matter.
9. Liability Limitations; Governing Law; Dispute Resolution.
9.1 To the maximum extent permitted by law and notwithstanding anything to the contrary
in this Agreement:
9.1.1 Except as may otherwise be expressly set forth in this Agreement,
Consultant makes no warranty of any kind with respect to the Services or the Software, express or
implied. Consultant hereby disclaims all other warranties, express or implied, including the implied
warranties of merchantability, fitness for a particular purpose, title and non infringement. Consultant
disclaims all warranties and responsibility for third party software.
9.1.2 Notwithstanding anything to the contrary, in no event will Consultant be
(a) liable for claims, liabilities or damages (i) that could not reasonably have been foreseen upon entry
into this Agreement; (ii) arising from any action or inaction by Consultant in response to specific
direction from Client; (iii) in connection with any Client monies not collected by Consultant; nor (iv)
in connection with the issuance, non -issuance or revocation of any registration, license, permit, or
exemption; nor (b) required to provide a defense in connection with any indemnification or hold
harmless provisions under this Agreement.
9.1.3 Without limitation on any statue of limitations that expire in less than
three years, no claim may be brought by Client against any one or more of Consultant Group arising
out of this Agreement (including, without limitation, in connection with the Services or the Software)
more than three years after the date upon which Client has actual knowledge of the first occurrence
of the action or inaction giving rise to such claim (whether relating to the Services, the Software or
otherwise).
9.1.4 Client acknowledges this Agreement is with Consultant in its capacity as a
corporation or a limited liability company, and Client agrees that in no event will it seek to hold any of
the Consultant Group (other than Consultant) responsible for any obligations under this Agreement.
9.2 The law of the State will govern the validity of this Agreement, its interpretation and
performance, and any other claims related to it, without regard to the State's conflict of laws rules.
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Venue for any legal action arising out of this Agreement will be proper only in the State courts or the
federal courts located within the State. The parties hereby submit to the exclusive jurisdiction of such
courts and waive any other venue to which either party might be entitled by domicile or otherwise.
Both parties waive the right to a jury trial in an action to enforce, interpret or construe this Agreement.
9.3 If either party is required to bring legal action to enforce its rights under this
Agreement or as the result of a breach of this Agreement, the costs and expenses of the prevailing
party, including reasonable attorneys' fees, will be paid by the non -prevailing party.
9.4 A breach of this Agreement by either party may cause the other party hereto irreparable
harm, the amount of which may be difficult to ascertain, and therefore such other party will have the
right to apply to a court of competent jurisdiction for specific performance and/or an order restraining
and enjoining any further breach and for such other relief as such other party may deem appropriate.
Such right is in addition to the remedies otherwise available to such other party at law or in equity.
The parties hereto expressly waive the defense that a remedy in damages will be adequate and any
requirement in an action for specific performance or injunction hereunder for the posting of a bond.
10. General Legal Provisions.
10.1 Authorization to Proceed. Each Schedule must be signed by both Client and
Consultant before such Schedule will be binding on the parties hereto.
10.2 Force Maj eure. Consultant is not responsible for damages or delay in performance
caused by acts of God, strikes, lockouts, accidents or other events beyond the control of Consultant.
10.3 Amendment; Waiver. Any provisions of this Agreement (including, without
limitation, any Schedules or provisions within any Schedules) may be amended or terminated if in
writing and signed by both Client and Consultant. No waiver by any party of any default,
misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, will be
deemed to be valid unless acknowledged by such party in writing, and such waiver will not extend to
any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
10.4 Severability and Survival. If any provision in this Agreement is held illegal, invalid
or unenforceable, the enforceability of the remaining provisions will not be impaired thereby.
Notwithstanding any other provisions of this Agreement (including, without limitation, Section 7),
Sections 3, 5.5, 6, 7, 8, 9 and 10 will survive the termination of this Agreement.
10.5 No Third -Party Beneficiaries; Services Limited to Agreement. Except as set forth in
Section 8, this Agreement gives no rights or benefits to anyone other than Client and Consultant and
has no third -party beneficiaries. The Services to be performed for Client by Consultant are defined
solely by this Agreement (including the Schedules), and not by any other contract or agreement that
may be associated with performing the Services.
10.6 Assignment. This is a bilateral personal services agreement. Neither party will have
the power to or will assign any of the duties or rights or any claim arising out of or related to this
Agreement, whether arising in tort, contract or otherwise, without the written consent of the other
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party. Any unauthorized assignment is void and unenforceable. This Agreement is binding on the
successors and assigns of the parties hereto.
10.7 Notices. All notices under this Agreement must be in writing and will be deemed to
have been given when such notice is received (i) from United States Postal Service First Class
Certified Mail, Return Receipt Requested, (ii) by courier service, or (iii) by email; provided, however,
that notices received on a weekend or holiday or on a business day after 4:00 p.m. local time will be
deemed to have been received on the next business day. Notices will, unless another address is
specified in writing, be sent to the addresses indicated below (each of which must include a street
address and an email address): Consultant: Hinderliter De Llamas & Associates (HdL Companies),
Attn: George Bonnin, Email: gbonnin@hdlcompanies.com; and Client: City of Redlands, CA, Attn:
Aimee Hoover, Email: ahoover@cityofredlands.org.
10.8 Entire Agreement; Conflict. This Agreement (including any Schedules dated as of the
Agreement Date or hereafter) constitutes the entire agreement between the parties and supersedes any
prior understandings, agreements, or representations by or between the parties, written or oral, to the
extent they have related in any way to the subject matter hereof. Should there ever be a conflict
between the terms and conditions of the Schedule(s) and the remainder of this Agreement, the terms
and conditions of the remainder of this Agreement will prevail and be controlling.
10.9 Counterparts; Electronic Signatures; Authority. This Agreement may be signed in any
number of counterparts, each of which will constitute an original and all of which, when taken
together, will constitute one agreement. Any signed signature pages of this Agreement transmitted
by email or other electronic means in a portable document format (PDF) or other clear and visible
electronic format will have the same legal effect as an original. Each of the persons signing on behalf
of a party hereto represents that he or she has the authority to sign this Agreement on such party's
behalf.
10.10 No Adverse Construction. Both parties acknowledge having had the opportunity to
participate in the drafting of this Agreement. This Agreement will not be construed against either
party based upon authorship. The section headings contained in this Agreement are inserted for
convenience only and will not affect in any way the meaning or interpretation of this Agreement.
11. California Department of Tax and Fee Administration Data.
11.1 CITY shall adopt a resolution in a form acceptable to the California Department of
Tax and Fee Administration and in compliance with Section 7056 of the Revenue and Taxation Code,
authorizing CONTRACTOR to examine the confidential sales tax records of CITY. CITY further
agrees to continue CONTRACTOR's authorization to examine the confidential sales tax records of
the CITY by maintaining CONTRACTOR's name on the CITY resolution until such time as all
CONTRACTOR compliance work on behalf of CITY has been completed and any fee owing to
CONTRACTOR has been paid.
11.2 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 California
Department of Tax and Fee Administration. Section 7056 specifies the conditions under which a
CITY may authorize persons other than CITY officers and employees to examine State Sales and Use
Tax records.
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11.3 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:
11.3.1 CONTRACTOR is authorized by this Agreement to examine sales, use or
transactions and use tax records of the Department of Tax and Fee Administration provided to CITY
pursuant to contract under the Bradley -Burns Uniform Sales and Use Tax Law Revenue and Taxation
Code section 7200 et. seq.
11.3.2 CONTRACTOR is required to disclose information contained in, or derived
from, those sales, use or transactions and use tax records only to an officer or employee of the CITY
who is authorized by resolution to examine the information.
11.3.3 CONTRACTOR is prohibited from performing consulting services for a
retailer, as defined in California Revenue & Taxation Code Section 6015, during the term of this
Agreement.
11.3.4 CONTRACTOR is prohibited from retaining the information contained in, or
derived from those sales, use or transactions and use tax records, after this Agreement has expired.
Information obtained by examination of Department of Tax and Fee Administration records shall be
used only for purposes related to collection of local sales and use tax or for other governmental
functions of the CITY as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue
and Taxation Code. The resolution shall designate the CONTRACTOR as a person authorized to
examine sales and use tax records and certify that this Agreement meets the requirements set forth
above and in Section 7056 (b), (1) of the Revenue and Taxation Code.
[Signatures are on the next page]
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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement through their
duly authorized representatives as of the Agreement Date.
CONSULTANT:
CLIENT:
Hinderliter De Llamas & Associates (HdL City of Redlands, CA
Companies)
By:
Its: Vice President
By:
It ' ddie Tejeda, Mayor
By: ATTEST:
Its: Its: Jeanndnaldson, City Clerk
[Any Schedule or Schedules may (but is/are not required to) be attached hereto]
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SCHEDULE D
Tax and Fee Administration Services and Fees
Business License Tax and Fees
SCHEDULE D — This Schedule D provides the scope of Services and Fees for tax and fee
administration related to business license tax and fees pursuant to the Master Services
Agreement dated June 18th, 2024 ("MSA").
The MSA includes the main body of the MSA, this Schedule, and all other Schedules to the MSA.
Terms not otherwise defined herein have the definitions given to them within the main body of the
MSA.
SCOPE OF SERVICES
Consultant will provide the following Services relative to Client's business license tax administration.
1. Operations Management Services
1.1. Establish and maintain database of Client businesses.
1.2. Receive and process applications, renewals and payments in a timely fashion.
1.3. Send renewal notices to active businesses within 30 days of the renewal period end date or at another
interval specified by Client.
1.4. Provide businesses multiple options for submitting applications, renewals, payments, or support
requests (including via website, email, mail, phone, and fax. Consultant license specialists will be
available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific).
1.5. HdL will process all payments for new and renewal accounts. Remit revenue to Client no less than
monthly. License accounts will be updated with payment.
1.6. Provide Client staff access to website portal offering business registry inquiry, reporting, and
electronic department approval capabilities.
2. Compliance Services: 1) Identify and register businesses which are subject to licensure or taxation, 2)
collect known debt as pertains to business license or tax, and 3) identify under -reported tax liability.
2.1. Discovery Services
2.1.1.Develop a list of businesses subject to Client licensure or taxation.
2.1.2.Notify non -compliant businesses of their options to comply or dispute their non -compliant status.
Notification and support to businesses will be facilitated through the website, mail, email, phone
and fax in a series of City approved communication.
2.1.3 .Review information and forms submitted by the business for completion and accuracy, inclusive
of any additional required documentation (i.e. home occupation permit). All submissions are
filed and stored electronically and made available to Client upon request.
2.1.4.Provide businesses with detailed invoicing and options to pay via website, mail, and phone.
2.1.5.Remit revenue to Client no less than monthly, along with all business applications and any
additional documentation.
2.2. Collection Services
2.2.1.Identify businesses subject to Client licensure or taxation which have known debt to Client and
have failed to pay within an appropriate time frame.
2.2.2.Notify businesses of their options to comply or dispute their non -compliant status with City
approved communications.
2.2.3.Provide businesses with detailed invoicing and options to pay via website, mail and phone.
2.2.4.Remit revenue to Client no less than monthly.
2.3. Audit Services
2.3.1. Identify potential under -reporting and/or misclassified businesses.
2.3 .2.Audit businesses mutually agreed to by Client and Consultant that are identified as potential
under -reporting businesses.
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2.3.3. Submit audit summaries to Client and discuss further actions.
2.3.4.Educate businesses on proper reporting practices.
2.3.5.Invoice and collect identified delinquencies.
3. Online Payment Processing — Consultant's services include PCI compliant payment processing services
powered by FIS Global, which supports both credit card and eCheck transactions.
3.1. Client Responsibilities
3.1.1.As a condition to its receipt of the Service, Client shall execute and deliver any and all
applications, agreements, certifications or other documents required by FIS Global, Networks or
other third parties whose consent or approval is necessary for the processing of Transactions by
FIS Global. "Network" is an entity or association that operates, under a common service mark,
a system which permits participants to authorize, route, and settle Transactions among
themselves, including, for example, networks operated by VISA USA and Mastercard, Inc.,
NYCE Corporation, American Express, and Discover.
3.1.2. Client hereby grants Consultant the full right, power and authority to request, receive and review
any Data or records reflected in a Transaction report. Client represents and warrants that it has
the full right and authority to grant these rights.
FEES
4. Operations Management Services
4.1. Fees for performing operations management Services shall be $16.73 for each processed account,
which is any account for which an application or renewal/return was processed, or active account
which was sent a renewal notice.
4.2. Fees will be increased as of January 1st of each calendar year with reference to the 12-month percent
change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-
U), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual
increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the
lesser of ten percent (10%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%,
then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will
be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 10%.
4.3. Fees related to travel and lodging expenses are billed at cost and apply to all meetings (including
implementation, training, operations and support). Travel expenses only apply to out -of -scope travel
and must therefore be pre -approved by Client.
4.4. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be
netted out of Client's monthly revenue disbursement. Client will submit payment for any balance due
to Consultant within 30 days of receiving the invoice.
5. Compliance Services
5.1. Fees for performing compliance Services apply to all monies received for the current tax/license
period and any other prior period collected (including monies received for taxes, penalties, interest,
and fees).
5.1.1.Fees for performing discovery Services shall be a contingency Fee of 35% of the revenues
received as a result of the Services.
5.1.2.In the event that Client discovers a non -compliant business and reports the business to Consultant
(including a calculation of all taxes/fees due), Consultant will categorize the business as a
collection service effort and thus apply the lower collection Services contingency Fee rate.
5.1.3.Fees for performing collection Services shall be a contingency Fee of 25% of the revenues
received as a result of the Services.
5.1.4.Fees for performing audit Services shall be a contingency Fee of 35% of the revenues received
as a result of the Services.
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5.2. Consultant recognizes Client's authority to waive or reduce the tax/fee debt of a business. Should
Client decide to do so for a business whose deficiency was identified by Consultant, Consultant shall
be entitled to compensation in the amount of one half (1/2) of the Fees Consultant would have
otherwise earned. Deficiencies which are uncollectable due to insolvency or dissolution of the
business, or for deficiencies which are otherwise incapable of collection (i.e. statute of limitation or
other legal defense) shall not be considered a Client voluntary election to waive, and thus, Consultant
would not be entitled to compensation related thereto under this provision.
5.3. The fee shall be paid notwithstanding any related Client assistance, work in parallel, and/or incurrence
of attorneys' fees or other costs or expenses in connection with the relevant Services.
5.4. Fees related to travel and lodging expenses are billed at cost and applied to all meetings (including
implementation, training, operations, and support). Travel expenses only apply to out -of -scope travel
and must therefore be pre -approved by Client.
5.5. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be
netted out of Client's monthly revenue disbursement. Client will submit payment for any balance due
to Consultant within 30 days of receiving the invoice.
6. Payment Processing — Consultant will configure payment processing services to utilize either a taxpayer
funded model (convenience fee) or Client funded model, as directed by Client. Client may switch between
these models upon written request to Consultant. Fees for each of these payment processing models are
detailed here.
6.1. Taxpayer funded model — Client authorizes Consultant to collect each convenience fee from the
taxpayer at time of payment.
6.1.1.Credit and debit card processing — 2.9% of transaction amount, minimum of $2.00
6.1.2.ACH/eCheck processing - $1.25 per transaction
6.2. Client funded
6.2.1.Credit and debit card processing — 2.9% of transaction amount
6.2.2.ACH/eCheck processing - $0.50 per transaction
6.3. Returned payments/NSF fee — Each occurrence of a card chargeback, returned payment or insufficient
funds will incur a fee of $25.00, to be applied to the taxpayers account.
6.4. Consultant reserves the right to review and adjust pricing related to payment processing services on
an annual basis. Consultant will communicate any such adjustment to Client in writing, with 60 days
advance notice. Items that will be considered in the review of fees may include, but are not limited
to: regulatory changes, card association rate adjustments, card association category changes,
bank/processor dues and assessments, average consumer payment amounts, card type utilization, and
costs of service.
1234662.2 Page 12 of 13
IN WITNESS WHEREOF, the parties hereto have entered into this Schedule D to the MSA
through their duly authorized representatives as of this 18th day of June, 2024.
CONSULTANT:
Hinderliter De Llamas & Assoc.
By:
Its: Vice Presid
By:
Its:
CLIENT:
City of Redlands, CA
By:
Its:
ddie Tejeda, Mayor
Attest:
Its: Je
1234662.2 Page 13 of 13
Donaldson, City Clerk_