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FIRST AMENDMENT TO AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This first amendment ("First Amendment") to the agreement to provide audit services for
sales, use and transaction tax revenue services ("Agreement"), dated June 21st, 2022, by and
between the City of Redlands, a municipal corporation and a general law city ("City'), and
Hinderliter de Llamas & Associates, a California corporation ("Consultant"), is made and entered
into this 18th day of February, 2025.
RECITALS
WHEREAS, it is the desire of the City and Consultant to amend their existing Agreement,
specifically "Payments to Consultant."
NOW, THEREFORE, for good and valuable consideration in the receipt of which is hereby
acknowledged City and Consultant agree as follows:
AGREEMENT
Section 1. Article 4.2 of the Agreement, entitled "Performance of Services", shall be
amended to read as follows:
"4.2 The term of this Agreement shall be for a period of three (3) years commencing
July 1, 2022 and expiring on June 30, 2025."
Section 2. Article 5.1 of the Agreement, entitled "Payments to Consultant," is hereby
amended to read as follows:
"5.1 The compensation for the Consultant's performance of the Services commencing July 1,
2022 of the Term will be the annual Based Fix Fee of $10,650. Commencing July 1, 2023 of the
Tern, compensation to the Consultant for performance of the Services shall not exceed the annual
Based Fix Fee of $10,410 which amount includes an increase pursuant to the Consumer Price
Index as set forth in Exhibit `B". Commencing July 1, 2024 of the Term, compensation to the
Consultant for performance of the Services shall not exceed the annual Base Fix Fee of $11,200
which amount includes an increase pursuant to the Consumer Price Index as set forth in Exhibit
"B". The total compensation for Consultant's performance under this Agreement shall not exceed
the amount of $32,260.00. City shall pay the Consultant on a time and materials basis amount in
accordance with the rates specified in Exhibit `B," titled "Fee Schedule," which is attached hereto
and incorporated herein by this reference.
Consultant shall be compensated fifteen percent (15%) of all new and recovered sales, use and
transactions tax revenue received by the City as a result, in whole or in part, of the allocation audit
and recovery services as set forth in Exhibit "B".
Section 3. The Fee Schedule set forth in Exhibit `B" of the Agreement is hereby amended
as set forth in Attachment "1," which is attached hereto and incorporated herein by this reference.
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Docusign Envelope ID: E5129791-97F6-4CD4-81B8-F62E36737CA6
Section 4. All other provisions of the Agreement shall remain unchanged by this First
Amendment and in effect.
Section 5. This Amendment may be executed in counterparts, each of which shall be
deemed an original, but all of which, together, shall constitute one and the same instrument.
IN WITNESS W HEREOF, the parties have executed this First Amendment, to be effective
as of February 18, 2025.
CITY OF REDLA S
Mario Saucedo, Mayor
ATTEST:
nne Donaldson, City CIerk
HINDERLITER DE LLAMAS &
ASSOCIATES
by:
By:Fat&sIgned
c�vt w I�r c saw
'Toy is erson, President
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Docusign Envelope ID: E5129791-97F6-4CD4-81B8-F62E36737CAB
ATTACHMENT
EXHIBIT B
FEE SCHDULE
Consultant shall provide the sales tax and economic analysis services described in Exhibit "A"
during the Term of this Agreement for as set forth in Section 5.1 of the Agreement. The annual
fee shall be divided in four payments invoiced quarterly. Undisputed amounts shall be paid by
City no later than 30 days after the invoice date. The fee shall increase annually starting January
1, 2023 by the percentage increase in the "CPI" for the preceding twelve-month period. In no event
shall the fee be reduced by this calculation. For purposes of this Agreement, the "CPI"shall mean
the Consumer Price Index - All Urban Consumers for the surrounding statistical metropolitan area
nearest CityY, All Items (1982-84 = 100), as published by the U.S. Department of Labor, Bureau
of Labor Statistics, or, if such index should cease to be published, any reasonably comparable
index selected by Consultant.
B. Consultant shall be compensated fifteen percent (15%) of all new and recovered sales, use and
transactions tax revenue received by the City as a result, in whole or in part, of the allocation audit
and recovery services described in the above (hereafter referred to as "audit fee"), including
without limitation, any reimbursement or other payment from any state fund and any point -of -sale
misallocation.
1. The audit fee shall be paid even if City assists, works in parallel with, and/or incurs attorneys'
fees or other costs or expenses in connection with any of the relevant Services. Among other things,
the audit fee applies to state fund transfers received for back quarter reallocations and monies
received in the first eight consecutive reporting quarters following completion of the allocation
audit by Consultant and confirmation of corrections by the California Department of Tax and Fee
Administration. City shall pay audit fees upon Consultant's submittal of evidence of Consultant's
work in support of recovery of subject revenue, including, without limitation, copies of CDTFA
549-S petition forms of any other correspondence between Consultant and the Department of Tax
and Fee Administration or the taxpayer.
2. For any increase in the tax reported by businesses already properly making tax payments to City,
it shall be Consultant's responsibility to support in its invoices the audit fee attributable, in whole
or in part, to Consultant's Services.
C. Consultant shall invoice City for any optional consulting and other Services requested in writing
and rendered to City based on the following hourly rates on a monthly or a quarterly basis at
Consultant's option. All such undisputed invoices shall be payable by City no later than 30 days
following the invoice date. City shall not be invoiced for any consulting services totaling less than
an hour in any month. The hourly rates in effect as of the Effective Date are as follows:
Principal $325 per hour
Programmer $295 per hour
Senior Analyst $245 per hour
Analyst $195 per hour
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Hourly rates for optional services are exclusive of expenses and are subject to adjustment by Consultant
annually. On July 1 at of each year starting in calendar year 2023, Consultant shall provide City with an
updated schedule of hourly rates. The rates will not be increased by more than five percent (5%) per year.
D. Consultant, with the consent of the Citymay may divide any recovery bills in excess of $25,000
over a one (1) year period (Four (4) quarterly billings).
E. Consultant shall provide City with an itemized quarterly invoice showing all formula
calculations and amounts due for the audit fee (including, without limitation, a detailed listing of
any corrected misallocations), which undisputed invoices shall be paid by City no later than 30
days following the invoice date
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