HomeMy WebLinkAboutContracts & Agreements_74-2025Docusign Envelope ID: 09590CC6-64C2-4A77-B25F-4A5E73F3E92B
AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of sales and use tax and transaction tax services
("Agreement") is made and entered in this 20d' day of May, 2025 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City") and Hinderliter De Llamas &
Associates, dba HdL Companies, 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:
ARTICLE 1— ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide sales and use tax services for economic analysis,
forecasting, allocation and audit recovery and transactions tax services for economic
analysis, forecasting and deficiency/allocation reviews and recovery and other optional
consulting 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 this
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.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City designates Danielle Garcia, Management Services 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 Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "A," titled "Scope of Services," which is
attached hereto and incorporated herein by reference. fir performing the Services,
Consultant is acting as an independent contractor (and not as an agent or employee of
Client).
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4.2 The term of this Agreement shall be for a period of three (3) years from the Effective Date
of this Agreement (the "Initial Term"). The City shall have the option to extend the Initial
Term of this Agreement by two (2) additional one-year terms (each, an "Extended Term"),
compensating according to Article 5, "Payments to Consultant", by providing written
notice to Consultant at least thirty (30) days prior to the expiration of the Initial Term or
any Extended Term.
4.3 If Consultant's Services include deliverable electronic' visual presentation materials, such
materials shall be delivered in a form, and made available to 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 compensation for Consultant's performance of the Services during the first year of the
Initial Term from May 6, 2025 to June 30, 2026 shall be Twelve Thousand Two Hundred
Twenty -Six Dollars ($12,226.00). During year two of the Initial Term from July 1, 2026
to June 30, 2027 compensation shall not exceed Eleven Thousand Eight Hundred Fifty
Dollars ($11,850.00). During year three of the Initial Term from July 1, 2027 to June 30,
2028 compensation shall not exceed Twelve Thousand Four Hundred Forty -Two Dollars
($12,442.00). During the first Extended Term (July 1, 2028 to June 30, 2029),
compensation shall not exceed Thirteen Thousand Sixty -Five Dollars ($13,065.00). During
the second Extended Term (July 1, 2029 to June 30, 2030), compensation shall not exceed
Thirteen Thousand Seven Hundred Eighteen Dollars ($13,718.00). These totals include the
increases of the Consultant's Fixed Fees pursuant to the Consumer Price Index, as set forth
in Exhibit "B" titled "Fees".
5.2 Consultant shall be further paid fifteen percent (15%) of sales and use tax revenue and
twenty-five percent (25%) of transactions tax revenue received by the City as a result of
audit and recovery work performed by Consultant as set forth in Exhibit "B," Sections 2.
and 4.a. (hereafter referred to as "Audit Fees").
5.3 Consultant shall be paid for other consulting and optional services as requested by City
according to rates set forth in Exhibit `B", Section 5, in an amount not -to -exceed Ten
Thousand Dollars ($10,000.00) for the duration of both the Initial Term and each additional
Extended Term.
5.4 Consultant shall submit quarterly invoices to City describing the Services performed during
the preceding quarter. Consultant's invoices shall include a brief description of the Services
performed, the dates the Services were performed, the number of hours spent and by whom,
and a description of reimbursable expenses related to the Services. City shall pay
Consultant no later than thirty (30) days after receipt and approval by City of Consultant's
invoice.
5.5 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
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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 or electronic mail transmission (including PDF), 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:
CONSULTANT:
Jeanne Donaldson, City Clerk Andy Nickerson, President
City of Redlands Hinderliter, de Llamas & Associates
35 Cajon Street 120 S. State College Blvd.
Redlands, CA 92373 Brea, CA 92821
jonaldson@cityofredlands.org Phone:714-879-5000
Phone:(909) 798-7531
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 "D,"
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 insurance shall
be primary and non-contributing to any insurance or self-insurance maintained by City.
C. Consultant shall secure and maintain professional liability insurance throughout the
term of this Agreement in the amount of One Million Dollars ($1,000,000) per claim
made.
D. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and property
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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.
E. 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 and appointed
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 — CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in any
real properly 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 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:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revolve 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 which
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 performed by an individual holding a
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position specified in City's Conflict of Interest Code under Government Code
section 87302.
7.3 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, result in City's immediate termination of this Agreement.
8.3 Consultant is for all purposes under this Agreement an independent contractor and shall
perform 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
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.
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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 final 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, its exhibits, including Exhibit "C," titled "Additional Terms and
Conditions" are 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, without regard to its conflicts of laws provisions. The Parties agree that
all actions or proceedings arising in connection with this Agreement shall be tried and
litigated only in the state courts located in San Bernardino County, California, and the
federal courts located in Riverside County, 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.
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS
By: %-�
Mario Saucedo, ayor
ATTEST:
Je c Donaldson, City Clerk
HINDERLITER, DE LLAMAS & ASSOCIATES
Signed bT
By:F91F-
7WV4" h(c�LrSbw
erson, President
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EXHIBIT "A"
SCOPE OF SERVICES
SERVICES — Sales and Use Tax
1. Sales and Use Tax and Economic Analysis/Forecasting Services/Reports
a. Establish a special database identifying the name, address, and quarterly allocations of all
sales tax producers within the City. This database will be utilized to generate special
reports to City on major sales tax producers by rank and category, sales tax activity by
categories, or business districts, identification of reporting aberrations, and per capita and
outlet comparisons with regional and statewide sales.
b. Provide periodic updated reports to City identifying changes in sales by individual
businesses, business groups and categories, and by geographic area. These reports may
include, without limitation, quarterly aberrations due to State audits, fund transfers, and
receivables, along with late or double payments, and quarterly reconciliation worksheets
to assist with budget forecasting. Consultant shall meet quarterly by in person or virtually
with City.
c. Shall additionally provide following each calendar quarter a summary analysis for City to
share with Council Members, Chamber of Commerce, other economic development
interest groups and the public that analyze City's sales tax trends by major groups and
geographic areas without disclosing confidential individual tax records.
d. Establish a special database with California Department of Tax and Fee Administration
("CDTFA") registration data for businesses within applicable district boundaries holding
seller's permit accounts.
e. Periodically license for the limited, non-exclusive, non -transferable use by City's staff
certain of Consultant's web -based sales, use and/or transactions tax program(s) containing
sellers permit, registration, allocation and related information for business outlets within
City's jurisdiction registered with the CDTFA.
f. Provide periodic updated reports endeavoring to identify and assist with budget
forecasting (i) changes in allocation totals by individual businesses, business groups and
categories, and (ii) aberrations due to State audits, fund transfers, and receivables, along
with late or double payments.
2. Allocation and Audit Recovery Services
a. Conduct (when mutually agreed with City) initial and on -going sales and use tax audits of
businesses to help identify and correct distribution and allocation errors, and to proactively
affect favorable registration, reporting or formula changes thereby generating previously
unrealized sales and use tax income for the City and/or recovering misallocated tax from
registered taxpayers. Common errors that will be monitored and corrected include but are
not limited to: transposition errors resulting in misallocation; erroneous consolidation of
multiple outlets; formula errors; misreporting of "point of sale" to the wrong location;
delays in reporting new outlets; misallocating use tax payments to the allocation pools or
wrong jurisdiction; and erroneous fund transfers and adjustments.
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b. Initiate contacts with the CDTFA and sales management and accounting officials in
companies that have businesses where a probability of error exists to endeavor to help
verify whether current tax receipts accurately reflect the local sales activity. Such contacts
will be conducted in a professional and courteous manner.
c. Prepare and submit to the CDTFA information for the purpose of correcting any identified
allocation errors, and follow-up with individual businesses and the CDTFA to promote
recovery by the City of back or prospective quarterly payments that may be owing.
d. If, during the course of its audit, Consultant finds businesses located in the City's
jurisdiction that are properly reporting sales and use tax but have the potential for
modifying their operation to provide an even greater share to City, Consultant may so
advise City and collaborate with those businesses and City to encourage such changes.
SERVICES — Transactions Tax Services
3. Transactions Tax and Economic Analysis/Forecasting Services/Reports
a. Consultant shall establish a database containing all applicable Department of Tax and
Fee Administration (CDTFA) registration data for each business within the Measure
"T" District boundaries holding a seller's permit account. Said database shall also
identify the quarterly transactions and use tax allocations under each account for the
most current and previous quarters where available.
b. Consultant shall provide updated reports each quarter identifying changes in allocation
totals by individual businesses, business groups and by categories. Quarterly
aberrations due to State audits, fund transfers, and receivables, along with late or
double payments, will also be identified. Quarterly reconciliation worksheets to assist
finance officer with budget forecasting will be included.
c. Consultant shall advise and work with CITY Staff on planning and economic
questions related to maximizing revenues, preparation of revenue projections and
general information on transactions and use tax questions.
d. Consultant shall make available to CITY the HdL proprietary software program and
Measure "T" database containing all applicable registration and quarterly allocation
information for CITY business outlets registered with the Department of Tax and Fee
Administration. The database will be updated quarterly.
4. Deficiency/Allocation Reviews and Recovery
a. Consultant shall conduct on -going reviews to identify and correct unreported transactions
and tax payments and distribution errors thereby generating previously unrealized revenue
for the City. Reviews shall include:
a. (1) Comparison of county -wide local tax allocations to transactions tax for brick and
mortar stores and other cash register -based businesses, where clearly all
transactions are conducted on -site within the Measure "T" City boundaries, and
therefore subject to transactions tax.
a. (2) Review of any significant one-time use tax allocations to ensure that there is
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corresponding transaction tax payments for taxpayers with nexus within the City
boundaries.
a. (3) Review of state-wide transactions tax allocations and patterns to identify any
obvious errors and omissions.
a. (4) Identification and follow-up with any potentially large purchasers of supplies and
equipment (e.g. hospitals, universities, manufacturing plants, agricultural
operations, refineries) to ensure that their major vendors are properly reporting
corresponding transactions tax payments to the Measure "T" Transactions Tax
District.
b. Consultant will initiate, where the probability of an error exists, contacts with the
appropriate taxpayer management and accounting officials to verify whether current tax
receipts accurately reflect the local sales activity. Such contacts will be conducted in a
professional and courteous manner so as to enhance CITY's relations with the business
community.
c. Consultant shall prepare and submit to the Department of Tax and Fee Administration all
information necessary to correct any allocation errors and deficiencies that are identified
and shall follow-up with the individual businesses and the California Department of Tax
and Fee Administration to ensure that all back quarter payments due the CITY are
recovered.
5. Consulting and Other Optional Services
a. Consultant may from time to time in its sole discretion, consult with City's staff, including
without limitation, regarding (i) technical questions and other issues related to sales, use
and transactions tax, (ii) utilization of reports to enhance business license collection efforts,
(iii) sales tax projections for proposed annexations, economic development projects and
budget planning, (iv) negotiating/review of tax sharing agreements, (v) establishing
purchasing corporations, (vi) meeting with taxpayers to encourage self -assessment of tax
obligations, and (vii) other sales, use or transactions tax revenue -related matters.
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EXHIBIT'B"
FEES
FEES — Sales and Use Tax Services
1. Sales and Use Tax and Economic Analysis/Forecasting Services/Reports
a. Fees for performing the sales tax and economic analysis/forecasting Services as
described above shall initially be $740.46 per month, commencing with the month
of the Effective Date (hereafter referred to as "monthly fee"). The monthly fee
shall be invoiced quarterly and shall be paid by City no later than 30 days after the
invoice date.
b. Consultant will increase the monthly fee established in Exhibit B,l.a., annually,
starting in the calendar year 2026, on July 1st
This increase will be the lesser of:
i. The percentage increase in the most recently published annual Consumer
Price Index for All Urban Consumers (CPI-U) for the surrounding statistical
urban area for Los Angeles, as reported by the U.S. Bureau of Labor
Statistics, or
ii. by an increase of 5%.
If such an index should cease to exist, then the increase in the monthly fee
shall be no more than 5%.
2. Allocation and Audit Recovery Services
a. Fees for performing the allocation and audit recovery Services described above
shall be 15% of all new, increased and recovered sales and use tax revenue received
by the City as a result, in whole or in part, of the allocation audit and recovery
services (hereafter referred to as "audit fee"). The fee shall be paid notwithstanding
any related City assistance, work in parallel, and/or incurrence of attorneys' fees or
other costs or expenses in connection, with the relevant Services.
b. The Fee described above include, without limitation, State fund transfers received
for back quarter reallocations and monies received in the second eight (8)
consecutive reporting quarters following completion of Consultant's allocation
audit and confirmation of the corrections by the CDTFA.
c. These Fees shall be paid by City upon Consultant's submittal of evidence of
Consultant's relevant Services in support thereof, including, without limitation,
copies of relevant communications between Consultant and the CDTFA and/or
taxpayers.
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FEES — Transactions Tax Services
3. Transactions Tax and Economic Analysis/Forecasting Services/Reports
a. Fees shall be paid $200 monthly for the transaction district tax reports that we
include with the quarterly sales tax analyses. The monthly fee shall be invoiced
quarterly and shall be paid by City no later than 30 days after the invoice date.
b. Consultant will increase the monthly fee established in Exhibit B,3.a., annually,
starting in the calendar year 2026, on July 1 st
This increase will be the lesser of
i. The percentage increase in the most recently published annual Consumer
Price Index for All Urban Consumers (CPI-U) for the surrounding statistical
urban area for Los Angeles, as reported by the U.S. Bureau of Labor
Statistics, or
ii. by an increase of 5%.
If such an index should cease to exist, then the increase in the monthly fee
shall be no more than 5%.
4. Allocation and Audit Recovery Services
a. Fees shall be paid 25% of the initial amount of new transactions or use tax revenue
received by the City because of audit and recovery work performed by Consultant,
(hereafter referred to as "audit fees"). New revenue shall not include any amounts
determined and verified by City or Consultant to be increment attributable to causes
other than Consultant's work pursuant to this agreement. In the event, Consultant
is responsible for an increase in the tax reported by businesses already properly
making tax payments to the City, it shall be Consultant's responsibility to separate
and support the incremental amount attributable to its efforts prior to the application
of the audit fee. Said audit fees will apply to state fund transfers received for those
specific quarters identified as being missing and/or deficient following completion
of the audit by Consultant and confirmation of corrections by the California
Department of Tax and Fee Administration but shall not apply prospectively to any
future quarter. Consultant shall provide City with an itemized quarterly invoice
showing all formula calculations and amounts due for audit fees.
5. Consulting and Other Optional Services
a. Fees for performing the consulting and other optional Services described above
shall be based on the following initial hourly rates: (i) Principal - $325; (ii)
Programmer - $295; (iii) Senior Analyst - $245; and (iv) Analyst - $195.
b. Consultant may change the rates for its hourly Fees from time to time. A 30 days'
prior written notice to City will be given.
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6. General Provisions Relating to Fees
a. Fees for travel and lodging expenses will be invoiced 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
City.
b. Fees will be invoiced quarterly to City for Services performed during the prior
quarter. To the extent that Consultant has commercially reasonable means to do so,
Fees will be netted out of City's monthly revenue disbursement.
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EXHIBIT "C"
ADDITIONAL TERMS AND CONDITIONS
1. Confidentiality; Software Use and Warranty; Records
a. Consultant will comply with the requirements of the applicable laws, ordinances
and/or regulations of which it has been informed by Client pursuant to Section 5.1
concerning the confidentiality of tax records. Consultant may publicly state that it
performs Services for Client.
b. 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 for Consultant or in Consultant's Business, including without
limitation, (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; (vi)
materials, techniques and intellectual property used; and (vii) the Software and the
Software's documentation. 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 information that is public information; provided, however, that
proprietary information will not qualify as public information if it became public
due to Client's (or its employees' or agents') disclosure.
c. If access to any software which Consultant owns is provided to Client as part of the
Services under this Agreement (including, without limitation, if Client chooses to
subscribe to such software and/or related reports as part of the Services pursuant to
a Schedule to this Agreement) (such Consultant -owned software is, collectively,
the "Software"), Consultant hereby provides a limited, non-exclusive, non-
transferable license to Client (including 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.
d. 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 the Software's documentation, nor modify (or allow the modification
oi) the Software or the Software's 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
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Software or the Software's 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 must immediately
deactivate, cease using and remove, delete and destroy all the Software (including,
without limitation, from Client's computers and network). Consultant warrants
that the Software will perform in accordance with the Software's
documentation.
e. Notwithstanding anything to the contrary in this Agreement (including any
Schedule hereto), if access to any software which Consultant does not own is
provided to Client as part of the Services pursuant to this Agreement (including
pursuant to any Schedule hereto), Client hereby agrees (i) to comply with all of the
terms and conditions imposed on Client's access to such software (including,
without limitation, by Consultant, such software's owner, and pursuant to
applicable law), and (ii) Consultant has no obligation during the Term of this
Agreement or thereafter to provide Client with access to such software.
f. 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 joint property of Client and Consultant. This does
not include the Software or any other software, any programs, any methodologies
or any 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
hardeopy or electronic form, all of which may be protected by Consultant or third
party copyrights or other intellectual property and remain Consultant's or such third
parties' exclusive property (as the case may be). It is possible that any documents,
drafts, communications or other work product provided to Client may be alleged to
be public records under applicable law and/or may be discoverable through
litigation. Well in advance of when Client may disclose such information in
response to any request for public records, Client must notify Consultant in writing
about the request and, if Consultant requests it, Client must apply for any potential
exemption from disclosure that may exist under applicable law.
g. 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 (3) 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).
2. Additional Confidentiality Information
a. Section 7056 of the State of California Revenue and Taxation Code ("R&T
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Code") specifically limits the disclosure of confidential taxpayer information
contained in the records of the CDTFA. Section 7056 specifies the conditions
under which a city, county or district may authorize persons other than such city,
county or district's officers and employees to examine state sales and use tax
records.
b. The following conditions specified in Section 7056-(b)(1) of the State of California R&T
Code are hereby made part of this Agreement:
1. Consultant is authorized by this Agreement to examine sales, use or transactions and
use tax records of the CDTFA provided to City pursuant to contract under the Bradley -
Burns Uniform Local Sales and Use Tax Law R&T Code Section 7200 et.seq.
2. Consultant is required to disclose information contained in, or derived from, those
sales or transactions and use tax records only to an officer or employee of City who is
authorized by City resolution provided to the CDTFA to examine the information.
3. Consultant is prohibited from performing consulting services for a retailer (as defined
in R&T Code Section 6015), during the term of this agreement.
4. Consultant 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 the CDTFA 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 Consultant 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.
3. Software Use and Proprietary Information
a. Software Use. Consultant hereby provides authorization to City to access
Consultant's Sales Tax website if City chooses to subscribe to the software and
reports option. The website shall only be used by authorized City staff. No
access will be granted to any third party without explicit written authorization by
Consultant. City shall not sublet, duplicate, modify, decompile, reverse engineer,
disassemble, or attempt to derive the source code of said software. The software
use granted hereunder shall not imply ownership by City of said software, or any
right of City to sell said software or the use of same, or any right to use said
software for the benefit of others. This software use authorization is not
transferable. Upon termination or expiration of this Agreement, the software use
authorization shall expire, and all City staff website logins shall be de -activated.
b. Proprietary Information. As used herein, the term "proprietary information"
means all information or material that has or could have commercial value or
other utility in Consultant's business, including without limitation: Consultant's
(i) computer or data processing programs; (h) data processing applications,
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routines, subroutines, techniques or systems; desktop or web -based software; (iii)
business processes; (iv) marketing plans, analysis and strategies; and (v) materials
and techniques used; as well as the terms and conditions of this Agreement.
Except as otherwise required by law, City shall hold in confidence and shall not
use (except as expressly authorized by this Agreement) or disclose to any other
party any proprietary information provided, learned of or obtained by City in
connection with this Agreement. The obligations imposed by this Section shall
survive any expiration or termination of this Agreement or otherwise. The terms
of this Section shall not apply to any information that is public information.
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EXHIBIT "D"
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 one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director 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
X I 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 I will comply with such provisions before
commencing the performance 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, I shall not employ any person in any manner such that I 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 I 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
�9lpn�edby:
130.ln.a" 1h{f,ki'S w
xan,e,te.o,��e,
Andy Nickerson, President
Date:5/8/2025 1 12:18:16 PM PDT
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