(BB&K: 9-10)
ORANGE\DDERLETH\55190.2
FIFTH AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF CORONA
AND
HDL SOFTWARE, LLC.
1. PARTIES AND DATE.
This Fifth Amendment to the Professional Services Agreement (“Fifth Amendment”) is made and entered into this 6
th day of July, 2022 by and between the City of Corona (“City”) and HDL Software, LLC., a California Limited Liability Company (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Fifth Amendment.
2. RECITALS.
2.1 Agreement. City and Consultant entered into that certain Professional Services Agreement dated October 19, 2016 (“Agreement”), whereby Consultant agreed to provide business license program services.
2.2 Prior Amendments. City and Consultant entered into that certain First Amendment to the Professional Services Agreement on or about June 12, 2018 (“First Amendment”). City and Consultant entered into that certain Second Amendment to the Professional Services Agreement on or about September 16, 2019 (“Second Amendment”). City and Consultant entered into that certain Third Amendment to the Professional Services Agreement on or about October 12, 2020 (“Third Amendment”). City and Consultant entered into that certain Fourth Amendment to the Professional Services Agreement on or about July 7, 2021 (“Fourth Amendment”).
2.3 Amendment. City and Consultant desire to amend the Agreement for the Fifth time to (1) extend the term of the Agreement through June 30, 2023; (2) revise the Compensation section; and (3) replace Exhibit “C-3” (Compensation) with Exhibit “C-4” (Compensation).
3. TERMS.
3.1 Term. Section 3.1.2 (Term) of the Agreement and the Amendments are hereby deleted in their entirety and replaced with the following:
"3.1.2 Term. The Term of this Agreement shall be from
October 19, 2016 to June 30, 2023 (“Term”), unless earlier terminated as provided herein. Consultant shall complete the Services within the Term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the Term of this Agreement one or DocuSign Envelope ID: 408FFE20-CE90-4387-9092-88D94569A792 2 (BB&K: 9-10)
ORANGE\DDERLETH\55190.2
more times by executing a written amendment pursuant to Section
3.6.8 below (each a “Renewal Term”). The terms “Term” and “Renewal Term” may sometimes be generally and collectively referred to as “Term” in this Agreement.”
3.2 Rates & Total Compensation. Section 3.3.1 (Rates & Total Compensation) of the Agreement and Amendments are hereby deleted in their entirety and replaced with the following:
"3.3.1 Rates & Total Compensation. Consultant shall
receive compensation, including authorized reimbursements, for all Services rendered under the Agreement at the rates set forth in Exhibit “C-4” attached hereto and incorporated herein by reference.
The Total compensation, including authorized reimbursements, shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) during fiscal year ending June 30, 2023 (“Total Compensation”) without written approval of the City’s Representative.. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.”
3.3 Exhibit “C-3” is hereby deleted in its entirety and replaced with Exhibit “C-4” attached hereto and incorporated herein by reference.
3.4 Continuing Effect of Agreement. Except as amended by this Fifth Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect.
From and after the date of this Fifth Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Fifth Amendment.
3.5 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Fifth Amendment.
3.6 Counterparts. This Fifth Amendment may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 408FFE20-CE90-4387-9092-88D94569A792 3 (BB&K: 9-10)
ORANGE\DDERLETH\55190.2
CITY’S SIGNATURE PAGE FOR FIFTH AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF CORONA
AND HDL SOFTWARE, LLC.
IN WITNESS WHEREOF, the Parties have entered into this Fifth Amendment to Professional Services Agreement as of the 6
th day of July, 2022.
CITY OF CORONA
By: _________________________
Jacob Ellis
City Manager
Reviewed by:
_________________________
Kim Sitton
Finance Director
Reviewed by:
_________________________
Scott Briggs
Acting Purchasing Manager
Attest: _________________________
Sylvia Edwards
City Clerk
DocuSign Envelope ID: 408FFE20-CE90-4387-9092-88D94569A792 4 (BB&K: 9-10)
ORANGE\DDERLETH\55190.2
CONSULTANT’S SIGNATURE PAGE FOR FIFTH AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF CORONA
AND HDL SOFTWARE, LLC.
IN WITNESS WHEREOF, the Parties have entered into this Fifth Amendment to Professional Services Agreement as of the 6th day of July, 2022.
HDL SOFTWARE, LLC.
a California limited liability company
By: _________________________
Signature
_________________________
Name
_________________________
Title
DocuSign Envelope ID: 408FFE20-CE90-4387-9092-88D94569A792 Robert Gray
CIO, Director of Tax & Fee Administration
5 (BB&K: 9-10)
ORANGE\DDERLETH\55190.2
EXHIBIT "C-4"
COMPENSATION
The total compensation shall not exceed $250,000 without authorized written approval of the City’s Representative. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under the Agreement at the rates set forth in this Exhibit “C-4.”
DESCRIPTION COST
Business License Administration $15.15/Processed account + CPI Revenue Discovery/Audits 35% of all revenue
35% Contingency Fee on discovery/audit review recovery.
Consultant’s business license tax compliance service actively identifies non-reporting businesses and works to bring them into compliance. Consultant’s compliance service fee is a 35% contingency fee which only applies to initial revenues which have been successfully recovered for the City as part of the compliance service. This typically includes current and any back taxes and/or penalties which may be applicable.
Price adjustments shall remain effective and in force for each fiscal year period and shall be made in accordance with, and shall not exceed, the percentage of change in the United States Bureau of Labor Statistics Consumer Price Index “All Urban Consumers for Riverside County, California, (CPI-U),” not seasonally adjusted, for the most recent twelve (12) months for which statistics are available. This method of price adjustment shall apply to each additional fiscal year period beyond the Initial Fiscal year during the term of the Agreement and is only effective upon issuance by the City of a duly authorized purchase Order for each fiscal year.
DocuSign Envelope ID: 408FFE20-CE90-4387-9092-88D94569A792 Certificate Of Completion
Envelope Id: 408FFE20CE904387909288D94569A792 Status: Sent Subject: Please DocuSign: HDL PSA Fifth Amendment.doc
Source Envelope:
Document Pages: 5 Signatures: 1 Envelope Originator:
Certificate Pages: 2 Initials: 0 Sarah Apodaca
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
400 S Vicentia Ave
Corona, CA 92882
[email protected]
IP Address: 52.243.155.252
Record Tracking
Status: Original
6/27/2022 8:35:44 AM
Holder: Sarah Apodaca
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Corona, CA Location: DocuSign Signer Events Signature Timestamp
Robert Gray
[email protected]
CIO, Director of Tax & Fee Administration
Security Level: Email, Account Authentication
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Signed by link sent to [email protected]
Using IP Address: 98.152.155.130
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Signed: 6/27/2022 4:57:23 PM
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Scott Briggs
[email protected]
Acting Purchasing Manager
City of Corona, CA
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Sent: 6/27/2022 4:57:25 PM
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Kim Sitton
[email protected]
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Sylvia Edwards
[email protected]
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Jacob Ellis
[email protected]
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Purchasing
[email protected]
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Julie Kennicutt
[email protected]
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(None)
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