HomeMy WebLinkAboutContracts & Agreements_66-2025Docusign Envelope ID: 80932BD6-OAA7-4104-9FC7-EO9706BAFEC2
FIRST AMENDMENT TO AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This first amendment ("First Amendment") to the agreement for Business License
Services ("Agreement"), dated June 18, 2024, by and between the CITY of REDLANDS
("CITY') and Hinderliter de Llamas and Associates, a California corporation ("Consultant") is
made and entered into on the 6 h day of May, 2025.
RECITALS
WHEREAS, on April 15, 2025, the City Council adopted the Amnesty Program, which
includes provisions requiring discovery services; and
WHEREAS, the City and the Consultant wish to enter into this First Amendment in order
to revise the compensation terms for discovery services performed during the Amnesty Period;
specifically, to amend Section 5.1.1 of Schedule D to the Master Agreement to reflect that the fee
for such services shall be a contingency fee of 40%, rather than 35%, for the duration of the
Amnesty Period, which shall run from May 1, 2025 through October 31, 2025.
NOW, THEREFORE, for good and valuable consideration in the receipt of which is hereby
acknowledged City and Consultant agree as follows:
A GR FFMFNT
Section I. Schedule D set forth in the Master Agreement is hereby amended as set forth in
Attachment "l," which is attached hereto and incorporated herein by this reference.
Section 2. All other provisions of the Agreement shall remain unchanged by this First
Amendment and in effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment, to be effective
as of May 6, 2025.
CITY OF REDLA S HINDERLITER DE LLAMAS & ASSOCIATES
Eigned6y:
By:sLta Vavus
Mario Saucedo, Mayor Joshua Davis, Vice President of Tax and
Fee Administration
ATTEST:
J6&e Donaldson, City Clerk
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Attachment 1
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 181h, 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.
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.
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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.
2.3.3. Submit audit surnmaries 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 fall 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 accotmt which was sent a renewal notice.
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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 40% of the
revenues received as a result of the Services for the period of May 1, 2025, through
October 31, 2025. Fees for performing discovery Services shall be a contingency
Fee of 35% of the revenues received as a result of the Services starting November 1,
2025,
5.1.2.1n 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.
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
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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. Returnedpayments/NSF fee -Each occurrence ofa 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.
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