1 AMENDMENT NO. 1 TO
MASTER SERVICES AGREEMENT #24-43
BETWEEN THE
CITY OF LAGUNA BEACH
AND
HINDERLITER DE LLAMAS AND ASSOCIATES
1. Parties and Date.
Amendment No. 1 to the Master Services Agreement (“Amendment”) is made and entered into this _______ day of January 2026 by and between the City of Laguna Beach (“City”) and HINDERLITER DE LLAMAS AND ASSOCIATES. (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Amendment.
2. Recitals.
2.1 City and Consultant entered into that certain Master Services Agreement dated September 18, 2024, (“Agreement”) Agreement #24-43, whereby Consultant agreed to provide sales tax services and business license tax administration services.
2.2 City and Consultant now desire to amend the Agreement for the first time to revise the scope of work and compensation.
3. Terms.
3.1 Revised Scope of Services. The Services to be provided by Consultant shall be revised to include the Services set forth in Exhibit “A” attached hereto and incorporated by this reference.
3.2 Compensation. The fees for performing Revised Scope of Services are set forth in Exhibit “A” attached hereto and incorporated by reference.
3.3 Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment.
3.4 Adequate Consideration. The Parties stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. Consultant further accepts the terms and conditions of this Amendment as full and final resolution of any and all claims, asserted or otherwise, arising out of or related to the subject of this Amendment and acknowledges that the compensation and/or additional time, if any, set forth herein is adequate and comprises the total compensation and/or time due for the change(s) included in this Amendment. 3 Attachment 1
2 3.5 Counterparts. This 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.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the date first herein above written.
CITY OF LAGUNA BEACH HINDERLITER DE LLAMAS & ASSOC.
By: By:
(Authorized Representative of Consultant)
Printed Name: Dave Kiff Printed Name: Robert Gray
Title: City Manager Title: Vice President
Dated: Dated:
Approved as to Form:
By: _____________________________
City of Attorney
Docusign Envelope ID: 3CB9569F-C800-41AD-B44D-84395C07DA12 1/7/2026 | 10:40:45 AM PST
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EXHIBIT A
TO AMENDMENT NO. 1 TO
MASTER SERVICES AGREEMENT #24-43
BETWEEN THE
CITY OF LAGUNA BEACH
AND
HINDERLITER DE LLAMAS & ASSOCIATES
SCOPE OF SERVICES
1. 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 underreported tax liability.
1.1. Discovery Services
1.1.1. Develop a list of businesses subject to Client licensure or taxation.
1.1.2. Notify non-compliant businesses of their options to comply or dispute their noncompliant status. Notification and support to businesses will be facilitated through the website, mail, email, phone and fax.
1.1.3. 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.
1.1.4. Provide businesses with detailed invoicing and options to pay via website, mail, and phone.
1.1.5. Remit revenue to Client no less than monthly, along with all business applications and any additional documentation.
1.2. Audit Services
1.2.1. Identify potential under-reporting and/or misclassified businesses.
1.2.2. Audit businesses mutually agreed to by Client and Consultant that are identified as potential under-reporting businesses.
1.2.3. Submit audit summaries to Client and discuss further actions.
1.2.4. Educate businesses on proper reporting practices.
1.2.5. Invoice and collect identified deficiencies.
2. Online Payment Processing – Consultant’s services include PCI compliant payment processing services which supports both credit card and eCheck transactions.
2.1. Client Responsibilities
2.1.1. 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 Consultant’s payment processor, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by Consultant’s payment processor. “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. 5 4
2.1.2. 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
3. Compliance Services
3.1. 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).
3.1.1. Fees for performing discovery Services shall be a contingency Fee of 40% of the revenues received as a result of the Services.
3.1.2. 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.
3.1.3. Fees for performing audit Services shall be a contingency Fee of 40% of the revenues received as a result of the Services.
3.2. 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.
3.3. 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.
3.4. 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.
3.5. 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.
4. 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.
4.1. Taxpayer funded model – Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment.
4.1.1. Credit and debit card processing – 2.9% of transaction amount, minimum of $2.00
4.1.2. ACH/eCheck processing - $2.50 per transaction
4.2. Client funded
4.2.1. Credit and debit card processing – 2.9% of transaction amount
4.2.2. ACH/eCheck processing - $0.75 per transaction
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4.3. 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.
4.4. 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. -End7