AMENDMENT NO. ONE TO
PROFESSIONAL SERVICES AGREEMENT
WITH HINDERLITER, DE LLAMAS & ASSOCIATES FOR
SALES AND USE TAX CONSULTING SERVICES
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered intoas of this10th day of March, 2026 ("EffectiveDate"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"),and HINDERLITER, DE LLAMAS & ASSOCIATES, a Californiacorporation("Consultant"),whose address is120 South State College Boulevard, Suite 200, Brea, CA 92821, and is made with reference to the following:
RECITALS
A. On February 1, 2021, City and Consultant entered into a Professional Services Agreement (Contract No. C-8658-1) ("Agreement") to provide sales and use tax consultingservices("Project").
B. The partiesdesire to enter into thisAmendment No. One to extend the term of the Agreement to December 31, 2026, update the Administration section, update City'scontact for legalnotices,revisethe schedule of billingrates,and revisethe insurance requirements.
NOW, THEREFORE, itismutuallyagreed by and between the undersigned parties as follows:
1. TERM
Section 1 of the Agreement is amended in itsentiretyand replaced with the following:"The term of thisAgreement shallcommence on the EffectiveDate, and shall terminate on December 31, 2026, unless terminated earlieras set forth herein."
2. ADMINISTRATION
Section 6 of the Agreement is amended in itsentiretyand replaced with the following:"This Agreement will be administered by the Administrative Services Department. City'sAdministrative Services Director or designee shallbe the Project Administratorand shallhave the authorityto act for City under thisAgreement. The ProjectAdministratorshallrepresentCityinallmatters pertainingto the Services to be rendered pursuant to thisAgreement."
3. NOTICES
Section25.2 of the Agreement isamended initsentiretyand replaced with the following:"Allnotices,demands, requestsor approvalsfrom Consultant to Cityshallbe addressed to Cityat:
Hinderliter,De Llamas& Associates Page1
ATTACHMENT A
Attn: Administrative Services Director
AdministrativeServices Department
100 Civic Center Drive
Newport Beach, CA 92660"
4. COMPENSATION TO CONSULTANT
ExhibitB to the Agreement shallbe supplemented to include the Schedule of BillingRates,attachedheretoas ExhibitB and incorporatedherein by reference. Exhibit B to the Agreement and ExhibitB to Amendment No. shall collectivelybe known as "Exhibit B."
5. INSURANCE
As of the EffectiveDate of thisAmendment No. One, ExhibitC of the Agreement shallbe deletedin itsentiretyand replacedwith Exhibit C, attached hereto and incorporatedherein by reference.Any reference to ExhibitC in the Agreement and Amendment No. One shall hereafter referto "Exhibit C" attached hereto.
6. INTEGRATED CONTRACT
Except as expressly modified herein,allother provisions,terms, and covenants setforthinthe Agreement shallremain unchanged and shallbe infullforce and effect
7. RETROACTIVE APPLICATION; REVIVAL
This Amendment shall be retroactive to the date of expirationof the Agreement, such thatthe Agreement isrevived,reinstatedand restored to fullforce and effect as ifit had notexpired.Allofthe provisionsoftheAgreement shallcontinue in fullforce and effectas modified by thisAmendment.
[SIGNATURES ON NEXT PAGE]
Hinderliter,De Llamas & Associates Page 2
IN WITNESS WHEREOF, the partieshave caused thisAmendment No. One to be executed on the dates writtenbelow.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:o'/17/2(o
By: 1
A r n C.Harp 2.'t1•'t&QCi Attorney
ATTEST:
Date:
CITY OF NEWPORT BEACH,
a Californiamunicipalcorporation
Date:
By:
Lauren Kleiman
Mayor
CONSULTANT: HINDERLITER, DE
LLAMAS & ASSOCIATES, a California
corporation
Date:
By:
Lena Shumway
CityClerk
By:
Robert Andrew Nickerson
President and Chief Executive Officer
Date:
By:
Richard Park
Chief Financial Officer
[END OF SIGNATURES]
Attachments: ExhibitB - Schedule of BillingRates
ExhibitC - Insurance Requirements
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EXHIBIT B
SCHEDULE OF BILLING RATES
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CITY OF NEWPORT BEACH
FIRST AMENDMENT TO
AGREEMENT FOR SALES AND USE TAX SERVICES
Section 2 of Exhibit B "Schedule of Bill Rates" in the Agreement isamended and replacedby the following:
"2. Sales,Use Tax Management Services(QuarterlyDeliveryMeetings) This serviceincludesaccesstotheCity'ssalestaxdatabasethrough our web-based software and quarterlymeetingswithone ofourprincipals.Inpreparationforeachmeeting,a principal of thefirmanalyzestheCity'sdatain detailand meets with appropriateCity officialsto review trends,point out businessesthatshould be contactedas partof the City'sbusiness retentionprogram and discussand make recommendations regarding the economic and budgetimplicationsofthequarter'sdata.Also includedisa non-confidentialnewsletterthat can be sharedwithyour counciland thepublic.The priceforthisis$900 permonth." Remaining Provisionsof ExhibitB. Except as otherwisespecificallysetforthinthisFirst Amendment, theremainingprovisionsof ExhibitB of the Agreement shallremain in fullforceand effect.
EXHIBIT C
INSURANCE REQUIREMENTS - PROFESSIONAL SERVICES
1. Provisionof Insurance. Without limitingConsultant'sindemnificationof City,and priorto commencement of Work, Consultant shallobtain,provide and maintain at itsown expense during the term of thisAgreement, policiesof insurance of the type and amounts describedbelow and ina form satisfactoryto City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existingcoverage to comply and thatcoverage does not meet these requirements,Consultant agrees to amend, supplement or endorse the existingcoverage.
2. Acceptable Insurers.All insurance policiesshall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California,with an assigned policyholders' Rating of A- (or higher)and FinancialSize Category Class VII (or larger)in accordance with the latesteditionof Best'sKey Rating Guide, unless otherwise approved by the City'sRisk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits,and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accidentforbodilyinjuryby accidentand each employee forbodilyinjuryby disease in accordance with the laws of the State of California,Section 3700 of the Labor Code.
Consultant shallsubmit to City,along with the certificateof insurance, a Waiver of Subrogation endorsement infavorof City,itsCityCouncil, boards and commissions, officers,agents,volunteersand employees.
B. General LiabilityInsurance. Consultant shall maintain commercial general liabilityinsurance, and if necessary umbrella liabilityinsurance, with coverage at leastas broad as provided by Insurance Services Officeform CG 00 01, in an amount not less than two milliondollars ($2,000,000)per occurrence, fourmilliondollars($4,000,000)general aggregate. The policy shall cover liabilityarising from premises, operations, personal and advertisinginjury,and liabilityassumed under an insured contract(including the tortliabilityof another assumed ina business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injuryand property damage for allactivitiesof Consultant arising out of or in connection with Work to be performed under this Agreement, includingcoverage forany owned, hired,non-owned or rented Hinderliter,De Llamas & Associates Page C-1
vehicles, in an amount not less than one million dollars ($1,000,000) combined single limiteach accident.
D. Professional Liability(Errors & Omissions) Insurance. Consultant shall maintain professional liabilityinsurance that covers the Services to be performed in connection with thisAgreement, in the minimum amount of two milliondollars ($2,000,000) per claim and four million dollars ($4,000,000)inthe aggregate. Any policyinceptiondate, continuitydate, or retroactive date must be before the Effective Date of thisAgreement and Consultantagrees to maintaincontinuouscoverage through a period no less than three years aftercompletion of the Services required by this Agreement.
4. Other Insurance Requirements. The policiesare to contain, or be endorsed to contain,the followingprovisions:
A. Waiver of Subrogation.All insurance coverage maintained or procured pursuant to thisAgreement shallbe endorsed to waive subrogation against City,itsCityCouncil,boards and commissions, officers,agents, volunteers and employees or shallspeciifcallyallow Consultant or others providing insurance evidence in compliance with these requirements to waive their rightof recovery priorto a loss.Consultant hereby waives itsown rightof recovery against City,and shallrequiresimilarwrittenexpress waivers from each of its subconsultants.
B. Additional Insured Status. All liabilitypoliciesincluding general liability, excess liability,pollutionliability,and automobile liability,ifrequired,but not includingprofessionalliability,shallprovide or be endorsed to provide that City,itsCity Council,boards and commissions, officers,agents, volunteers and employees shallbe included as insureds under such policies.
C. Primary and Non Contributory.Allliabilitycoverage shallapply on a primary basis and shallnot requirecontributionfrom any insurance or self-insurance maintained by City.
D. Notice of Cancellation.Allpoliciesshallprovide Citywith thirty(30) calendar days' notice of cancellation(except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage.
5. Additional Agreements Between the Parties.The parties hereby agree to the following:
A. Evidence of Insurance. Consultant shallprovide certificatesof insurance to City as evidence of the insurance coverage required herein,along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specifiedherein foreach coverage. Insurance certificates and endorsement must be approved by City'sRisk Manager prior to commencement of performance. Current certificationof insurance shallbe Hinderliter,De Llamas & Associates Page C-2
kept on filewith City at alltimes during the term of thisAgreement. The certiifcatesand endorsements foreach insurance policyshallbe signed by a person authorized by that insurerto bind coverage on itsbehalf. At least fifteen(15) days priorto the expirationof any such policy,evidence of insurance showing that such insurance coverage has been renewed or extended shall be filedwith the City. Ifsuch coverage is cancelled or reduced, Consultant shall,withinten (10)days afterreceiptof writtennotice of such cancellationor reductionof coverage, filewith the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the rightto require complete, certifiedcopies of all required insurance policies,at any time.
B. City'sRight to Revise Requirements. City reserves the rightat any time during the term of the Agreement to change the amounts and types of insurance required by givingConsultant sixty(60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation.
C. Right to Review Subcontracts. Consultant agrees that upon request, all agreements with subcontractors or others with whom Consultant enters into contractswith on behalf of Citywillbe submitted to Cityforreview. Failure of Cityto request copies of such agreements willnot impose any liabilityon City, or its employees. Consultant shall require and verify that all subcontractors maintain insurance meeting allthe requirements stated herein, and Consultant shallensure that City is an additionalinsuredon insurancerequiredfrom subcontractors.For CGL coverage,subcontractors shallprovide coverage with a format at leastas broad as CG 20 38 04 13.
D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failureon the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligationson Citynor does itwaive any rightshereunder.
E. Requirements not Limiting. Requirements of specificcoverage features or limits contained in this Section are not intended as a limitationon coverage, limitsor other requirements, or a waiver of any coverage normallyprovided by any insurance. Specificreferenceto a given coverage featureisfor purposes of clarificationonly as itpertainsto a given issue and is not intendedby any partyor insuredto be allinclusive,or to the exclusionof othercoverage,or a waiverofany type. Ifthe Consultantmaintainshigher limitsthan the minimums shown above, the City requires and shall be entitledto coverage for higher limitsmaintained by the Consultant. Any availableinsuranceproceeds inexcess of the specifiedminimum limitsof insurance and coverage shallbe availableto the City.
F. Self-insuredRetentions. Any self-insuredretentionsmust be declared to and approved by City.Cityreservesthe rightto requirethatself-insured Hinderliter,De Llamas & Associates Page C-3
retentionsbe eliminated,lowered, or replaced by a deductible. Self- insurancewillnot be consideredto comply withthese requirements unless approved by City.
G. City Remedies for Non-Compliance. IfConsultant or any subconsultant fails to provide and maintain insurance as requiredherein,then City shallhave the rightbut notthe obligation,topurchase such insurance, to terminate this Agreement, or to suspend Consultant's rightto proceed until proper evidence of insurance isprovided. Any amounts paid by Cityshall,at City's soleoption,be deducted from amounts payable to Consultantor reimbursed by Consultant upon demand.
H. Timely NoticeofClaims.ConsultantshallgiveCityprompt and timelynotice of claims made or suits institutedthat arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liabilitypolicies.City assumes no obligationor liabilityby such notice,but has the right(butnot the duty)to monitor the handling of any such claim or claims ifthey are likelyto involve City.
Consultant'sInsurance. Consultant shallalso procure and maintain, at its own cost and expense, any additionalkinds of insurance,which in itsown judgment may be necessary foritsproper protectionand prosecution of the Work.
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