8A
Date: April 21, 2026
To: Honorable Mayor and Members of the City Council
From: Ian Dailey, Finance Director
By: Joseph Pham, Revenue Manager | [email protected] Subject: Finance – Approve First Amendment to Consulting Services Agreement for Business License Compliance Services. Expenditure: None.
RECOMMENDATION
Recommendation of the Finance Director that City Council approve a first amendment to the consulting services agreement with Hinderliter, de Llamas, and Associates of Brea, CA (C2023-041), for business license compliance services and to extend the term for a one-year (1) period beginning April 11, 2026 and ending April 10, 2027, with one additional, one-year (1) extension option.
FUNDING
Funding is available in the Fiscal Year 2025-26 General Fund Operating Budget and is anticipated to be available in the subsequent fiscal years.
DISCUSSION
On April 11, 2023, your Honorable Body approved a consulting services agreement with Hinderliter, de Llamas, and Associates (HdL) of Brea, CA (C2023-041) in the amount of $976,500, for business license tax compliance services for a three-year period beginning April 11, 2023 and ending April 10, 2026.
During the initial term of the agreement, HdL has demonstrated consistent performance within the City’s expectations, professionalism and reliability when communicating with the business community, and has collected over $900,000 in business license taxes. Extending the contract term allows the City to continue these efforts without disruption and provides a term that aligns with the city’s purchasing policy in regards to multi-year agreements. HdL has agreed to retain the cost of service at 35% of collections. Attachment 3 provides metrics on the efforts with this program and recurring annual revenue added from these collections total over $180,000 per year.
Staff recommends that City Council approve a first amendment to the consulting services agreement with Hinderliter, de Llamas, and Associates of Brea, CA (C2023-041) to extend the term for a one-year (1) period beginning April 11, 2026 and ending April 10, 2027 with one additional, one-year (1) extension option.
1 City Council
April 21, 2026
ATTACHMENTS
1. First Amendment to Consulting Services Agreement (C2023-0241)
2. Consulting Services Agreement (C2023-041)
3. HdL Compliance Program Report
2 FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT
(C202
3 -041)
This First Amendment to Consulting Services Agreement C2023
-
041 (the “First
Amendment”) is made and entered into
as of
April 10, 2026
(the “Effective Date”), by
and between the CITY OF TORRANCE (“CITY”), a municipal corporation, and Hinderliter, de Llamas, and Associates, a California S-Corporation (“CONSULTANT”).
RECITALS:
A. On April 11, 2023, CITY and CONSULTANT entered into Consulting Services Agreement C2023
-
041, whereby CONSULTANT agreed to provide business
license tax compliance services to CITY through April 10, 2026
.
B. CITY is satisfied with the level of service provided by CONSULTANT.
C. CITY and
CONSULTANT now wish to extend the Agreement for one year, to April 10, 2027, and
to include an additional one-year option to extend to be exercised at the discretion of CITY.
AGREEMENT:
1. Paragraph 2 of the Agreement, entitled “TERM”, is hereby amended to read in its entirety as follows:
“2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through April 10, 2027. This Agreement includes
a
one
-
year option
to
extend
. The option to extend can be exercised only by the CITY. ”
2. In all other respects, the Agreement dated April 11, 2023
, between CITY and
CONSULTANT is ratified, reaffirmed and remains in full force and effect.
//
//
3 ATTACHMENT 1
CITY OF TORRANCE,
a municipal corporation
___________________________
George K. Chen, Mayor
Hinderliter, de Llamas and Associates,
a California S-Corporation
By: _____________________________
Robert Gray
CIO/Director of Tax and
Fee
Administration
ATTEST:
____________________________
Rebecca Poirier, MMC
City Clerk
APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City Attorney
By:_________________________
Jeanne
-
Marie K. Litvin
Deputy City Attorney
4 A.
B
CONSULTING SERVICES AGREEMENT
This CONSULTING SERVICES AGREEMENT ("Agreement") is made and entered into as of April 11,2023 (the "Effective Date"), by and between the CITY OF TORRANCE, a municipal corporation ("C|TY"), and Hinderliter, de Llamas, and Associates, a California S-Corporation ("CON SU LTANT").
RECITALS:
CITY wishes to retain the services of an experienced and qualified CONSULTANT to provide business license tax compliance services.
CONSULTANT previously entered into Master Services Agreement No. 2022-08 (the "Master Services Agreement") to provide business license tax compliance services to the City of Bakersfield, California, that contains a cooperative purchase agreement in Section 1.3, permitting other California municipalities to obtain substantially the same business license tax compliance services as those provided to the City of Bakersfield.
CITY now wishes to utilize Section 1.3 of the Master Services Agreement to obtain the desired business license tax compliance services from CONSULTANT.
On or about March 21,2023, CONSULTANT provided CITY with CONSULTANT's Business License Tax Compliance Services Scope of Services (the "Scope of Services"), detailing how CONSULTANT will provide the business license tax compliance services desired by CITY, and representing that CONSLUTANT is qualified to perform those services.
Pursuant to CONSULTANT's Scope of Services, CITY and CONSULTANT now wish to enter into this Agreement, whereby CONSULTANT will provide business license tax compliance services to CITY.
AGREEMENT:
1. SERVICES BE PERFORMED BY NSULTANT
CONSULTANT will provide the services listed in the Scope of Services attached herein as Exhibit A. CONSULTANT warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner.
2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through April 10, 2026.
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5 ATTACHMENT 2
3. COMPENSATION
A. CONSULTANT's Fee
For services rendered pursuant to this Agreement, CONSULTANT will be paid in accordance with the Scope of Services, as well as the Master Services Agreement attached herein as Exhibit B; provided, however, that in no event will the total amount of money paid CONSULTANT, for services initially contemplated by this Agreement, exceed the sum of $976,500 ("Agreement Sum"), unless otherwise first approved in writing by CITY.
B. Schedule of Payment.
Provided that CONSULTANT is not in default under the terms of this Agreement, upon presentation of an invoice, CONSULTANT will be paid the fees described in Paragraph 3.4. above, according to the Scope of Seruices and the Master Services Agreement. Payment will be due within 30 days after the date of the invoice.
4. TERMINATION AGREEMENT
A. Termination by CITY for Convenience
CITY may, at any time, terminate the Agreement for CITY's convenience and without cause.
2 Upon receipt of written notice from CITY of such termination for CITY's convenience, CONSULTANT will:
cease operations as directed by CITY in the notice;
take actions necessary, or that CITY may direct, for the protection and preservation of the work; and
except for work directed to be performed prior to the
effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.
ln case of termination for CITY's convenience, CONSULTANT will be entitled to receive payment for work executed, together with costs incurred by reason of the termination, along with reasonable overhead and profit on work not executed.
B. Termination for Cause
1 a
b.
c.
3 1 lf either party fails to perform any term, covenant or condition in this Agreement and that failure continues for 15 calendar days after the nondefaulting party gives the defaulting party written notice of the failure to perform, this Agreement may be terminated for cause; 200397089.docx
6 prov¡ded, however, that if during the notice period the defaulting party has promptly commenced and continues diligent efforts to remedy the default, the defaulting party will have such additional time as is reasonably necessary to remedy the default.
ln the event this Agreement is terminated for cause by the default of CONSULTANT, CITY may, at the expense of CONSULTANT
and its surety, complete this Agreement or cause it to be completed. Any check or bond delivered to the CITY in connection with this Agreement, and the money payable thereon, will be forfeited to and remain the property of the CITY. All moneys due CONSULTANT under the terms of this Agreement will be retained by CITY, but the retention will not release CONSULTANT and its surety from liability for the default. Under these circumstances, however, CONSULTANT and its surety will be credited with the amount of money retained, toward any amount by which the cost of completion exceeds the Agreement Sum and any amount
authorized for extra services.
Termination for cause will not affect or terminate any of the rights of Clry as against CONSULTANT or its surety then existing, or that may thereafter accrue because of the default; this provision is in addition to all other rights and remedies available to the CITY under law.
C. Termination for Breach of Law
ln the event CONSULTANT or any of its officers, directors, shareholders, employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or Subcontract, or in the performance of a contract or subcontract; (ii) under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty that currently, seriously, and directly affects responsibility as a public consultant or CONSULTANT; (iii) under state or federal antitrust statutes arising out of the submiss¡on of bids or proposals; or (iv) of violation of Paragraph 19 of this Agreement; or for any other cause Clry determines to be so ser¡ous and compelling as to affect CONSULTANT's responsibility as a public consultant or CONSULTANT, including but not limited to, debarment by another governmental agency, then CITY reserves the unilateral right to terminate this Agreement or to impose such other sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it deems proper. CITY will not take action until CONSULTANT has been given notice and an opportunity to present evidence in mitigation.
3 2
3 00397089.docx
7 5. FORCE EURE
lf any party fails to perform its obligations because of strikes, disputes, embargoes, acts of God, inability to obtain labor or lockouts, labor
materials or
6 reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes óeyond the reasonable control of the party obligated to perform, then that party's performance will be excused for a period equal to the period of that cause for failure to perform.
RETENTION OF FUNDS
CONSULTANT authorizes CITY to deduct from any amount payable to CONSULTANT (whether or not arising out of this Agreement) any amounts the payment of which may be in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or damages suffered by CITY, and all amounts for which CITY may be liable to third parties, by reason of CONSULTANT's acts or omissions in performing or failing to perform CONSULTANT's obligations under this Agreement. ln the event that any claim is made by a third paÍy, the amount or validity of which is disputed by CONSULTANT, or any indebtedness exists that appears to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of CONSULTANT to insure, indemnify, and protect CITY as elsewhere provided in this Agreement.
CITY REPRESENTATIVE
Sñe¡la Poisson, Finance Director, is designated as the "City Representative," authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement.
Whenever approval, directions, or other actions are required by Clry under this Agreement, those actions will be taken by the City Representative, unless otherwise stated. The City Manager has the right to designate another City Representative at any time, by providing notice to CONSULTANT.
CONSULTANT RE NTATIVEIS}
The following principal(s) of CONSULTANT are designated as being the principal(s) and representative(s) of CONSULTANT authorized to act in its behalf with respect to the work specified in this Agreement and make all decisions in connection with this Agreement:
Robert Gray, C|O/Director of Tax and Fee Administration
INDEPENDENT CONTRACTOR
CONSULTANT is, and at alltimes will remain as to CITY, a wholly independent contractor. Neither CITY nor any of its agents will have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as otherwise set forth in this Agreement. CONSULTANT's agents and employees are not and 7 8.
I
400397089.docx
8 shall not be considered employees of CITY for any purpose. CONSULTANT may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY. Clry has no duty, obligation, or responsibility to CONSULTANT's agents or employees under the Affordable Care Act. CONSULTANT is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to CONSULTANT's agents and employees. CITY is not responsible and shall not be held liable for CONSULTANT's failure to comply with CONSULTANT's duties, obligations, and responsibilities under the Affordable Care Act. CONSULTANT agrees to defend, indemnify and hold CITY harmless for any and all taxes and penalties that may be assessed against CITY as a result of CONSULTANT's obligations under the Affordable Care Act relating to CONSULTANT's agents and employees.
10. BUSINESS LICENSE
CONSULTANT must obtain a City business license prior to the start of work under this Agreement, unless CONSULTANT is qualified for an exemption.
11. OTHER LICEN S AND PERMITS
CONSULTANT warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this Agreement.
FAMILIARITY WITH WORK
By executing this Agreement, CONSULTANT warrants that CONSULTANT (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services required under this Agreement. lf the services involve work upon any site, CONSULTANT warrants that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of the services set forlh in this Agreement.
Should CONSULTANT discover any latent or unknown conditions that will materially affect the performance of the seruices set forth in this Agreement, CONSULTANT must immediately inform CITY of that fact and may not proceed except at CONSULTANT's risk untilwritten instructions are received from CITY.
12. 13.
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CARE OF WORK
CONSULTANT must adopt reasonable methods during the term of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and other components to prevent losses or damages, and will be responsible for all damages to persons or property, until acceptance of the work by CITY, except those losses or damages as may be caused by CITY's own negligence.
5 9
14, CONSUL T'S ACCOUNTING RECoRDS: OTHER PROJECT RECORDS
15. 16.
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00397089.docx
Records of CONSULTANT's time pertaining to the project, and records of accounts between Clry and CONSULTANT, will be kept on a generally recognized accounting basis. CONSULTANT will also maintain all other records, including without limitation, specifications, drawings, progress reports and the like, relating to the work and services identified in Exhibit A. All records will be available to CITY during normalworking hours. CONSULTANT will maintain these records for three years after final payment.
INDEMNIFICATION
CONSULTANT will indemnify, defend, and hold harmless CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council, each member thereof, present and future, members of boards and commissions, their officers, agents, employees and volunteers (collectively "City Affiliates") from and against any and all liability, expenses, including any and all claims, actions, losses, damages, judgments and/or liabilities arising out of this Agreement from any cause whatsoever, including the acts, errors or omissions of añy person or entity, cyber related risks that include theft, loss or misuse of data, release of private and/or confidential information and responsibility for costs, fines and penalties that the entity might incur, as well as and for any costs or expenses (including but not limited to attorneys'fees) incurred by the CITY on account of any claim except where such indemnification is prohibited by law.
The obligation to indemnify, defend and hold harmless includes, but is not limited to, any liability or expense, including defense costs and legal fees, arising from the negligent acts or omissions, or willful misconduct of CONSULTANT, its officers, employees, agents, subCONSULTANTs or vendors. CONSULTANT's obligations to indemnify, defend and hold harmless will apply even in the event of concurrent negligence on the part of City Affiliates, except for liability resulting solely from the negligence or willful misconduct of City Affiliates. Payment by CI1y is not a condition precedent to enforcement of this indemnity. ln the event of any dispute between CONSULTANT and CITY, as to whether liability arises from the sole negligence of City Affiliates, CONSULTANT will be obligated to pay for the defense of City Affiliates until such time as a finaljudgment has been entered adjudicating City Affiliates as solely negligent. CONSULTANT will not be entitled in the event of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation. ln no event will CONSULTANT be liable for any CITY monies not collected by CONSULTANT, or any special, incidental, or consequential damages of any nature. CONSULTANT's duty to indemnify and hold harmless CITY shall not apply to claims for liability which arise from the issuance or non- issuance of any registration, license, permit, or exemption.
NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
Ño ôficer or employee of CITY will be personally liable to CONSULTANT, in the event of any default or breach by the CITY or for any amount that may become due to CONSULTANT.
6 10
17. INSURANCE
A. CONSULTANT and its subCONSULTANTs must maintain for the duration of the Agreement at their sole expense the following insurance, which will be full coverage not subject to self-insurance provisions:
1 Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:
a Primary Bodily lnjury with limits of at least $500,000 per person, $1,000,000 per occurrence; and
Primary Property Damage of at least $250,000 per
occurrence; or
c. Combined single limits of $1,000,000 per occurrence
Commercial General Liability including coverage for premises, products and completed operations, independent
CONSULTANTs/vendors, personal injury and contractual
obligations with combined single limits of coverage of at least $2,000,000 per occurrence, $4,000,000 aggregate.
Workers' Compensation coverage as required by the Labor Code of the State of California and, if workers' compensation is required, employer's liability insurance with minimum limits of ($1,000,000) per occurrence or occupational illness. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the CITY for allwork performed by the CONSULTANT, its employees, agents and subconsultants.
Professional Liability (Errors and Omissions): lnsurance appropriate to the CONSULTANT'S profession, with limits no less than $2,000,000 per occurrence or claim, $4,000,000 aggregate.
Electronic data processing liability and cyberspace/online liability in an amount not less than $2,000,000 per claim covering the services provided pursuant to this Agreement.
a) Liability arising from occurrences/claims involving privacy violations,
b) lnformation theft,
c) Damage to or destruction of electronic information,
d) lntentional and/or unintentional release of private
information,
e) Alteration of electronic information,
0 Extortion,
g) Network security, and
h) Failure to render professional services.
b
2 3
4 5
700397089.docx
11 O. Electronic errors and omissions liability in an amount not less than 92,000,000 per claim covering the services provided pursuant to this Agreement.
a) Liability arising from theft, dissemination, and/or use of confidential information, including but not limited to, CONTRACTOR and credit card account information or
personally identifiable information, such as, without
limitation, name, address, social security number, protected health information, security codes, access codes,
passwords, or personal identification numbers (PlNs) stored or transmitted in electronic form, and shall include coverage for privacy notification costs, credit monitoring and regulatory fines & fees arising from such theft, dissemination and/or use of confidential information,
b) Network security liability arising from the unauthorized access to, use of, or tampering with computers or computer systems, including hacker attacks,
c) Liability arising from the introduction of a computer virus into, or otherwise causing damage to the City's or a third party's computer, computer system, network, or similar computer- related property and the data, software, and programs
thereon, and
d) Liability arising from the failure of the technology services/product(s) provided pursuant to the agreement.
B. The insurance provided by CONSULTANT will be primary and non- contributory.
C. CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies.
D. CONSULTANT must provide certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) indicating appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work.
Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the CITY.
lf the CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONSULTANT. Any available insurance proceeds in excess of the I
E
F
00397089.docx
12 specified minimum limits of insurance and coverage shall be available to the CITY
G The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of the CONSULTANT.
lf any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
2. lnsurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. lf coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Vendor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work.
CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Clry has received a waiver of subrogation endorsement from the insurer.
SUFFICIENCY OF INSURERS
lnsurance required by this Agreement will be satisfactory only if issued by companies admitted to do business in California, rated "A" or better in the most recent edition of Best's Key Rating Guide, and only if they are of a financial category Class Vll or better, unless these requirements are waived by the Risk Manager of CITY ("Risk Manager") due to unique circumstances. ln the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to CITY, the CONSULTANT agrees that the minimum limits of any insurance policies or performance bonds required by this Agreement may be changed accordingly upon receipt of written notice from the Risk Manager; provided that CONSULTANT will have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of CITY within 10 days of receipt of notice from the Risk Manager.
19. CONFLICT INTEREST
H
18. A. No officer or employee of the CITY may have any
or indirect, in this Agreement, nor may any officer
financial interest, d irect
or employee participate
in any decision relating to the Agreement that affects the officer or employee's financial interest or the financial interest of any corporation, I00397089.docx
13 B
partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation.
No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal.
NOTICE
A. All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:
Personal delivery. When personally delivered to the recipient, notice is effective on delivery.
First Class mail. When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three mail delivery days after deposit in a United States Postal Service office or mailbox.
Certified mail. When mailed ceftified mail, return receipt requested, notice is effective on receipt, if delivery is confìrmed by a return receipt.
Overnight delivery. When delivered by an overnight delivery service, charges prepaid or charged to the Sender'S account, notice is effective on delivery, if delivery is confirmed by the delivery service.
Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice, notice is effective on receipt. Any notice given by fax will be deemed rece¡ved on the next business day if it is received after 5:00 p.m. (recipient's time) or on a non-business day.
6. Addresses for purpose of giving notice are as follows:
Hinderliter, de Llamas and
Associates 120 S. State College
Blvd, Ste 200
Brea, CA 92821
20. 1
2 3.
4 5
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CONSULTANT:
10 14
Fax: 909-861-7726
CITY City Clerk
City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Fax: (310) 618-2931
B. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messenger or overnight delivery service.
C. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this Agreement.
PROHI BITION AGAI NST ASSIGNMENT AN D SU BCONTR/ACTING
This Agreement and all exhibits are binding on the heirs, successors, and assignã of the parties. The Agreement may not be assigned or subcontracted by eithér CITY or CONSULTANT without the prior written consent of the other.
INTEGRATION: AMENDMENT
1¡¡s agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained in it. No prior oral or written understanding will be of any force or effect with respect to the terms of this Agreement. The Agreement may not be modified or altered except in writing signed by both parties.
23. INTERPRETATION
The terms of this Agreement should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this Agreement or by any other rule of construction that might othenruise apply. To the extent that the terms of the Scope of Services or the Master Services Agreement are inconsistent with the terms of this Agreement, the terms of this Agreement shall control'
24. SEVERABILITY
21-
22. 25
lf any part of this Agreement is found to be in conflict with applicable part will be inoperative, null and void insofar as it is in conflict with an laws, but the remainder of the Agreement will remain in full force and
TIME OF ESSENCE
Time is of the essence in the performance of this Agreement laws, that
y applicable
effect.
ill
ilt
00397089.docx 11
15 26. ING LAW tcTto
This Agreement will be administered and inte
of California. Jurisdiction of any litigation aris
Los Angeles County, California.
rpreted under the laws of the State
ing from the Agreement will be in
27 coM WITH STATUTES AND REGU TIONS
28. WAIVER BREACH
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default will impair the right or remedy or be construed as a waiver A party's consent or app roval of any act by the other party requiring the first party's consent or approva lwill not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this Agreement
29. ATTORNEY'S FEES
CONSULTANT will be knowledgeable of and
federal, state, county and city statutes, rules,
Except as provided for in Paragraph
other proceeding by which one party
Agreement (whether in contract, tort
or obligations under this Agreement,
reasonable attorney's fees, together
dispute and to enforce any judgment
Any documents submitted by the CONS
connection with the CITY's right to audit
documents, books, and accounting reco
will comply with all applicable
regulations, ordinances and orders
30. EXHIBITS
All exh'lb¡ts identified in this Agreement are incorporated into the Agreement by this reference.
31. coNS LTANT'S AUTHORITY TO UTE
The persons executing this Agreement on behalf of CONSULTANT warrant that (i) CONSULTANT is duly organ ized and existing; (ii) they are duly authorized to execute this Agreement on behalf of CONSULTANT; (iii) by so executing this Agreement, CONSULTANT is forma lly bound to the Provisions of this Agreement; and (iv) the entering into this Agreement does not violate any provision of any other Agreement to wh ich CONSULTANT is bound.
32. PUBLIC RE ORDS ACT
15, in any dispute, litigation, arbitration, or
either seeks to enforce its rights under this
or both) or seeks a declaration of any rights
the prevailing party will be awarded
with any costs and expenses, to resolve the
ULTANT; all information obtained in
and inspect the CONSULTANT's
rds pursuant to paragraPh 14
CONSULTANT's Accounting Records; Other Project Records; as well as those documents which were required to be submitted in response to the Request for proposals (RFP) used in the solicitation process for this Contract become the exciusive property of the City. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those elements in the California Government Code Section 7920.000 et seq. (Public 00397089.docx 12
16 Records Act) and which are marked "trade secret", "confidential", or "proprietary" The CITY shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction. ln the event the CITY is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contents of a proposal marked "trade secret", "confidential", or "proprietary", the CONSULTANT agrees to defend and indemnify the CITY from all costs and expenses, including reasonable attorney's fees, in action or liability arising under the Public Records Act.
CITY OF TORRANCE,
a municipal corporation
Geofge K. Chen, Mayor
ATTEST
Hinderliter, de Llamas and Associates
a California S-Corporation
Gray
CIO/Director of Tax
Administration
Fee
l,v.'l- By:
,flvlob
Foirier,
City Clerk
APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City
By:
W.
Legal Counselor
Attachments Scope of Services
Master Services Agreement
Exhibit A
Exhibit B
Rev.0123
FLT ,t
00397089.docx 13
17 Exhibit A
Hinderliter De Llamas & Associates (HdL)
City of Torrance, CA
Business License Tax Compliance Services
SCOPE OF SBRVICES
Consultant will provide the following Services relative to Client's business license tax compliance services.
1. Compliance Services: 1) tdentiff and register businesses which are subject to licensure or taxation, 2) collect known debt as pertains to business license or tax, and 3) identiff under-reported tax liability.
1.1. Discovery Services
1.1.1. Develop a list of businesses subject to Client licensure or taxation.
1.1.2. Notiff 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.
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 permiÐ. 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. Collection Services
1.2.1. Identiff businesses subject to Client licensure or taxation which have known debt to Client and have failed to pay within an appropriate time frame.
1.2.2. Notify businesses of their options to comply or dispute their non-compliant status.
1.2.3. Provide businesses with detailed invoicing and options to pay via website, mail and phone.
1.2.4. Remit revenue to Client no less than monthly.
1.3. Audit Services
1 .3. I . Identiff potential under-reporting and/or misclassified businesses.
1.3.2. Audit businesses mutually agreed to by Client and Consultant that are identified as potential under-reporting businesses.
I .3.3 . Submit audit summaries to client and discuss furlher actions.
1.3.4. Educate businesses on proper reporting practices.
1.3.5. Invoice and collect identified delinquencies.
2. Online Payment Processing - Consultant's services include PCI compliant payment processing services powered by FIS Global, 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, certifìcations or other documents required by FIS Global, Networks or other third parties whose consent or approval is necessary for the processing ofTransactions 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 seftle Transactions among themselves, including, for example, nehvorks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.
2.1.2. Client hereby grants Consultant the full right, power and authority to request, receive and review any Dataor records reflected in a Transaction report. Client represents and warrants that it has the full right and authority to grant these rights.
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18 Hinderliter De Llamas & Associates (HdL)
Cify of Torrance, CA
Business License Tax Compliance Services
F'EES
3. Compliance Services
3.1. Fees for performing compliance Services apply to all monies received for the current taxllicense 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 35o/o of the revenues received as a result ofthe Services.
3.I.2. fn the event that Client discovers a non-compliant business and reports the business to Consultant (including a calculation of all taxes/fees due), Consultânt will categonzn the business as a collection service efficrt and thus apply the lower collection Services contingency Fee rate.
3.1.3. Fees foç performing collection Services shall be a contingency Fee of 25% of the revenues received as a result ofthe Services.
3.1.4. Fees for performing audit Services shall be a contingency Fee of 25Yo of the revenues received as a result of the Services.
3.2. Consultant recognizes Client's authority to waive or reduce the taxlfee 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 (Il2) 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. Fees related to travel and lodging expenses are billed at cost and applied to all meetings (including implementation, training, operations, and support). Travet expenses only apply to out-of-scope travel and must therefore be pre-approved by Client.
3.4. 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.
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. l. Credit and debit card processing - 2.9o/o of transaction amount, minimum of $2.00
4.1,2. ACWeCheck processing - $1.25 per transaction
4.2. Clíent funded
4.2.1. Credit and debit card processing - 2.9%o of transaction amount
4.2.2. AcÍIleCheck processing - $0.50 per transaction
4.3. Returned paymentsA{SF fee - Each occurrence of a card chargeback, returned payment or insufficient funds witl 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 serices 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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19 Exhibit B
AGREEMENT NO. 2022 - 008
MASTE R SERVICES AGREEMENT
THIS MASTER SERVICES AGREEMENT (his "Asreement') is entered into as of rÀll fj 1î11 , 2022 (the "AÊreement Date") by and between l-linderliter De Llamas and --gv+Ll.¡*¡9g
Assöóiates (HdL) ("Consultant"). and City of Bakersfield ("City" and/or "Client'), which is located within the state of California (the "State").
WITNESSETH:
WHEREAS, Consultant is engaged in the business of providing consulting, software and other services that help public agencies understand and maximize their collection of sales, use and transactions taxes, business license taxes, property and lodging taxes, and other revenues, as well as their delivery of other public services (collectively, "Consultant's Business"): and WHEREAS, City desires to contract with Consultant to obtain one or more of the services included within Consultant's Business (as provided for in Section l) upon the terms and conditions contained in this Agreement.
WHEREAS, Consultant desires to contract with City to render such services upon the terrns and conditions contained in this Agreement.
NOW THEREFORE, in consideration of the covenants and promises contained herein, Client and Consultant mutually agree as follows:
1. Services.
l.l Consultant will perform those services included within Consultant's Business that are described in Schedule D and E attached to this Agreement and incorporated by reference herein, and any and all schedule(s) referencing this Agreement and signed by Client and Consultant as of the Agreement Date or hereafter (individually and collectively, the "schedule(s)"). upon the terms and conditions contained in this Agreement (including the Schedules) (such services are, collectively, the "Services")
1.2 Consultant warrants that itwill perform the Services in a professional manner in accordance with professional standards. In performing the Services, Consultant is acting as an independent contractor (and not as an agent or employee of Client).
1.3 Client acknowledges and agrees that any other public agency within the State (e.g., city, county, district, public authority, public agency, municipality or other political subdivision) may procure services that are substantially similar to any of the Services set forth in this Agreement, provided that such public agency executes a separate agreement with Consultant wherein the fees payable for the services rendered to such public agency are the responsibility of such public agency and not Client.
1.4 This Agreem ent does not limit the right of Consultant to enter into additional co with Client or to contract with other
t2l I698.5
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20 merchandise or services of any kind whatsoever, including, but not limited to, services similar to the Services.
2. þ. As compensation for performing the Services, Client witl pay Consultant the fees, costs and expenses as described in the Schedules (individually and collectively these fees and costs are, the "Fee$"). Consultant may perform the Services using professionals from its staff or Consultant's affiliated entities, and such Services will be billed to Client under the same billing terms applicable to Consultant's staff. Consultant may increase the Fees from time to time (inclucling, without limiøtion, annually as described in the Schedules). Other than a Fee increase as described in the Schedules, Client may noti$ Consultant of a request that such Fee inmease be modified or revoked and, if Consultant fails to do so to Client's satisfaction within thirty (30) days after the receipt of such reques! Client nray terminate this Agreement without cause pursuarrt to Section 7.3.
3. lnvqices¡ Pavment.
3.1 Consultant will invoice Client for the Fees earned and/or incurred by Consultant pursuant to this Agreement.
3.2 City will pay Consultant within 30 days after Consultant submits an itemized invoice for the portions of the Services completed and that invoice is approved by City. The Compensation will be the total amount paid to Consultant for performing the Services and includes, but is not limited to, âll out-of-pocket costs and taxes. City will pay no other compensation to Consultant.
3.3 lf Client fails to fully pay an invoice within 30 days after the invoice date, Consultant may, after giving frve (5) days' notice to Clien! suspend the rendering of Services under this Agreement until said invoice is paid in full, together with all interest that has accrued thereon. ln the event of such a suspension of Scrvices, Consultant will have no liability to Client for any delays or damages arising therefrom.
4. In¡urance. Throughout the term of this Agreement, Consultant will maintain the following insurance in not less than the referenced amounts: (a) workers compensat¡on and employers liability insur*"" âs may be required by the State; (b) property damage liability of $1,000,000 per incident; (c) bodily injury liability of $1,000,000 per incident; arrd (d) professional liability for any errors or omissions of $1,000,000.
5. Client Suoport.
5.1 Client will promptly provide in writing to Consultant all data and other information relating to or which may bó necessaly for Consultant's performance of the Services. Without limiting the forãgoing, Clicnt will keep Consultant informed on a timely basis in writing as to the existencs ancl amendments of the laws, ordinances and/or regulations under which Consultant is perforn, ing the Services (including any adopted by Client). Consultant will be permitted to rely on the accuracy, timeliness and compleienessof the information provided by Client, and in no event will Consultant be liable to Client or otlrers as a result of such reliance. l2r 1698.5 Page 2 of l8
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21 5.2 Client will exarnine all of Consultant's reports, specifications, notices, proposals, anci other documents. In the event that a decision is required of Client in order for Consultant to perfbrm the Services, Client will render such decision in writing in a timely mrlnner'
5.3 Promptly following any request from Consultant, Client will adopt and maintain in full force and effect resolutions in forms acceptable to Client and in accordance with applicable law authorizing Consultant to examine the confidential sales tax and other relevant records of Client throughout the Term and, for so long as any Fees are still accruing pursuant to this Agreement, after the Term.
5.4 Client will assist Consultant in obtaining such licenses, permits and approvals as may be required by taw for performing the Services, and Client will pay all fees, assessments and taxes related to the application, issuance and maintenance thereof.
5.5 The Services do not inolude services that Consultant may be required or requested to provide to support, prepare, document, bring, defend or assist in litigation undertaken or defended by Client ("Litigation Services"). If Consultant agrees with Client or is required to perform Litigation Services, Client will promptly pay Consultant for all of Consultant's costs and expenses related to Litigation Services at Consultant's actual cost, plus ten percent (10%) thereof (all o{'which are deemed to be additional Fees).
6. Çgnfidentialif.v;rFoftw¡reUseqnd\üarrantv: Recorylp.
6.1 Consultant will comply with the requirements of the applicable laws, ordinances and/or regulations of which it has been informed by Client pursuantto Section 5.1 concerning the confidentiality of tax records.
6.2 As used herein, the term "proprietary information" means all information, techniques, processes, services or materiel that has or could have commercial value or other utility in Consultant's-Business, including without limitation: Consultzurt's (i) software, computer or data processing programs; (ii) data processing applicationso routines, subroutines, techniques or systems; (iii) tlesktop or web-based software; (iv) audit, tax or fee collectio¡r/administration or business processes, methods or routines; (v) marketing plans, analyses and strategies; and (vi) materials, techniques arrd intellectual property used. 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 inforrnation provided, learned of or obt¿ined by Client in connection with this Agreernent. thé rcr*u of this Section 6,2 do not apply to any information that is public information'
6.3 [f access to any software which Consultant owns is provided to Cliçnt as part of this Agreernent (including, without limitation, if Client chooses to subscribe to such software and reports oplion as part of the Services) (such Consultant-ownecJ software is, colle,ctively. the ".S-e-&wgl9"), ionsultani hereby provides a limited, non-exclusive, non-transferable license to Client for the use by such of Client's itaffas mây 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. The Sotlware 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 CüiîiìAii0:ìt21 r698.5 Page 3 of l8
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22 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 documentation, nor modiþ (or allow the modification of¡ the Software or documentation without the prior written consent of Consultant. In the event of a breach of this provision (and without limiting Consultzurt's remedies), such modifioation, derivative work or product based on the Software or document¿tion 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, f¡om Client's computers and network). Consultant warrants that the Softw¡re will perform in accordance with the Software's document¡tion.
6.4 All documents, preliminary drafts, communications and any and all other work product related to the Services and provided by Consult¿nt to Client either in hard copy or electronically are the property of Client. This does not include any software, progr8ms. methodologies or systems used in the creation of such work product, nor does it include any draÍìs, notes or iniernal communications prepared by Consultant in the course of performing the Services that were not otherwise provided to Client in either hardcopy or electronic form, all of which may be protected by Consulønt or others' copyrighS or other intellectual prcperty. lt is possible that any documents, drafts, communications, or other work product provided to Client may be considered public records under applicable law and/or may be discoverable through litigation. Consultant may publicly state that it perfcrrms the Services for Client'
6.5 Subject to applicable law, Consultant is responsible for retaining all final documents and other final work produòi related to the Services for a period of not less than three (3) years from the date provided to Òlient. Retention of any other documents, preliminary drafts, communications and any *¿ "tt
other work product provided to Client by Consultant is the responsibilify of Client.
Consuitant 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 ñnal documents ancl other final work product related to the Services and provided to Client lor the term of years referenced above).
7. Term and Termination.
7.1 The initial term of this Agreement commences as of the Agreement Date and, unless terminated earlier pursuant to any of this Agreement's express provisions, will automatically renew lor successive tweive (12) month terms unless earlier terminated as set forth in Sectiorr 7.2 ar 7.3 or either party gives the other party written notice of non-renewal at least one hundred twenty (120) days prior to th!ixpiration of the then-current term (each a'oRenewal Term" and, collectively, together with the Initial Term, the "Term").
7,2 This Agreement may be terminated by either party for cause upon not less than forty- five (45) days, writterinotice given to and received by the other party, ifthe other party has materially breached th-is Agreement through no fault of the notifing parfy and fails to (i) commence correctio¡r of such material bre¿ch within thirty (30) days of receipt of the above-referenced written notice and (ii) diligently complete the correction thereafter.
7.3 In addition, either party may terminate this Agreement without cause upon not less than one hundred twenty (120) days' written notice to the other parfy l2t 1698.s Page 4 of l8
23 7.4 On termirration, Client will pay Consultant for all F-ees and other compensation (including for Litigation Services) earned and/or incurred through the termination date and will thereafter timely pay Consultant for all other Fees and compensation to which Consultant may bo entitled pursuant to this Agreement (including the Schedules hereto).
8. Indemnification.
8.1 Client agrees trr fully and promptly protect, indemnify, reimburse and hold harmless Consultant, its directors, officers, employees, âgents, direct and indirect equity holders, and affìliates (coltectively, "Çggg!d@! Spgp") from and against any and all liabilities, losses, claims, danrages, expenses, and costs (including, without limitation, for attorneys' fees and costs) (each, â "Lþbil$,", anã collectively, "Liabilities") which are (a) the direct or indircct result of any breach of any representation, waffanty or covenant made or given on behalf of Client unde¡ this Agreement, or (b) reiaæd to any action or failure to act on the part of any one or more of Consultant Croup where such action or failure to act was reasonably and in good faith bclieved by any of Consultant Group at the time to be in conformity with this Agreement, or (c) otherwise related to or arising out of âny åct or omission of Client or its directors, ofïìcers, employees, agents, direct or indirect equity holders, or affiliates (collectively, "Ç!|egt -Q!qgp").
8.2 Promptly after Consultant receives notice of the commencement of any proceeding for which it intends to rnake a claim for indemnification, it should notif Client, but the failure to so noti$ will not result in the loss of any rights of any of Consult¿nt Group to indcmnifrcation hçreunder except to the extent that Client does not otherwise bæ.ome åwâre of such proceeding and is actually adversely affected thereby to a material extent. Client will assume the defense of Consultant Group (including the ønployment of legal counsel reasonably satisfactory to Consultant) and payment of such counsel's fees ard disbursements (including retainers). Should Consultant reasonably determine that separate counsel is necessary (whether due to the existence of different defenses, potential oonflicts of interest or otherwise), or if Client has not assumed the defense, then any of Consultant Group may employ separate legal counsel, and Client willpay such counsel's reasonable fees and disbursements as incurred (including retainers). The obligations of defense and indemnity apply, without limitation, to those situationJ where someone sued by any of Client Group brings a cross claim for indemnity or contribution against any one or more of Consultant Group.
8.3 Client will not, without Consultant's prior written consent, settle, comprrrmise or consent to the entry of any judgment in any pcnding or threatened claim, action, or proceeding or investigation in respect of-which indemnification could be sought hereunder (whether or not any of Consultant Group ii an actual or potential party to such claim, action or proceeding or investigation), unless such settlement, compromise or consent includes an unconditional release of each of Consultant Group from all liability arising out of such claim, action, proceeding or investigation.
8.4 Consultant shall indemniþ, defend, and hold harmless City and City's officers, ågents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before adminisffative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by Consultant or Consultant's employees, agents, independ ent contractors, companies, or subcontractors in the perfrrrmance of, or in any way arising from, the terms and prov isions of this Agreement whether or not caused in part by a party indemnified hereunder, except for City's sole active negligence or witlful misconduct CCI'iT¡Å.CTO:ì
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24 9. Li¡Lilitv Limitatigns: Governinq Law: DisoBte Resolution.
9.1 To the maximum extent permitted by law and notwithstanding anything to the contrary in this Agreement:
9.1.1 Except for Consultant's gross negligence or willful misconduct in connection with the performance of its obligations under this Agreement, Client's,sole and exclusive remedies for any breeches of Consult¡nt's obllgations under this Agreement (including, without limitation, for any breaches relating to the Services or the Soffware, includingany breaches of waranty, oxprss or implied) (i) are limited to making reasonsble and necessara repairs, replacements or corrections without addition¡l cost to the Client, and (ii) will not exceed, under any circumstatces, the rmount of the Fees paid by Clíent to Consultant for the twelve-month period prior to the alleged trreaches, calculated without referenc¿ to any payments constituting the payment of cost¡ or expenses. All amounts paid ttr Consult¡nt hereunder are de+med first to be for the reimbursement of costs or exp€nses ¡nd then any excess will be regarded å!r payments for other portions of the Fees under this Agreement.
Any references to bresches of this Agreement will include any supplements, additions, or amendments to this Agreement.
g,1.2 Except as may otherwise be expressly set forth in this Agreement, Consultsnf mskes no warranty of rny kind with rerpect to the Services or the Softwarg expresli or implied. Consultant hereby dísclsims sll other warrantie{¡' expres{ or implied' including the imptied werr¡nties of merchsntability, litness for ¡ particular pürpc¡e' title and non infringement Consultant disclaims all warranties and recponsibility for third parfy softw¡re.
9.fJ In no event wlll any of Consuttant Group be tt¡bte for any lost rey€nues or lost profits, or sny special, incidentrl, or consequential damages of any nature whatsoever, even if such restrlctions deprive one or mone romcdies of their essential purpose.
This damage exclusion is índependent of any remedies provided for herein. g,1.4 None of Consultant Group will have any Liabillty (whether direct or indirect, in contract or tort or otherwise) related to, arislng out of, or in connection with this Agrecment or to any of Client Group acting on åny ¡dvice given or opinion rendered by any of Cãnsultant Group, except to the extent that such Liability is found by a court of competent jurisdiction in a jïdgm"ot.nh¡"h has become final and th¡t it is no longer subject to appeal or review to have routt"¿ solely fi'om such Consultant Group's willful misconduct or gross negligence.
9.f .S No claim may be brought by Client against any one or more of Consultant Group arising out of this Agreernent (including, without limitation, in connection with the Servicæs or the Software) ¡no"" thnn one yerr after the detc on which such claim arose (whether relating to the Services, the Software or otherwise)'
9.1,6 Client acknowledges th¡t thls Agreement is with Consultsnt in its capacity ås a corpon¡tion or a limlted liability "ompany,
antl Client ågrees that in no event rvill it seek to
hold any of the Consultant Group (other than Consuttant) responslble for any Liabilitirx. ccNTR,ùCiÐ ì
COPY
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25 9.2 The law of the State will govem the validity of this Agreement, its interpretation and performance, and any other claims related to it, without regard to the State's conflict of laws rules.
Venue for any legal action arising out of this Agreement will be proper only in the State courts or the federal courts located within the State. The partics hereby submit to the exclusive jurisdiction of such courts and waive any other venue to which either party might be entitled by domicile or otherwise.
Both parties waive the right to a jury trial in an action to enforce, interpret or construe this Agreement.
9.3 If either party is required to bring legal action to enforce its rights under this Agreement or as the result of a breach of this Agreement, the costs and expenses of the prevailing pârty, including reasonable attomeys' fees, will be paid by the non-prevailing party. g.4 A breach of this Agreernent by either party may cause the other party hereto incparablc harm, the amount of which may be difficult to ascertain, and therefore such other party will have the right to apply to a court of competent.iurisdiction for specific performance and/or an order restraining ancl enjoining any further breach and for such other relief as such other party may deem appropriate.
Such right is in addirion to the remedies otherwise available to such other party at law or in eqtrity.
The parties hereto expressly waive the defense that a remedy in damages will be adequate and any ,"quir"m"nt in an action fbr specific performance or injunction hereunder for the posting of a bond.
10. General Lgeal Provision{.
10.1 Authorization to..Procepd. Each Schedule must be signed by both Client and Consultant before such Schedule will be binding on the parties hereto.
10.2 Force Majeure. Consultant is not responsible for damages or delay in perfonnance caused by acts oTCoA, sirikes, lockouts, accidents, or other events beyond the control of Consultant.
10.3 Amendrnent: Wqiyqr. Any provisions of this Agreement (including, without limitation, any Schedules, or provisions within any Schedules) may be amended or terminated if in writing and signed by both Client and Consultant. No waiver by any party of any default, misrefresentatión or breach of warranty or covenant hereunder, whether intentional or not, will be deemåd to be valid unless acknowledged by such party in writing, and such waiver will not extend to any prior or subsequent default, misrepresent¿tion or breach of warranty ot covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. t0.4 Sevqabilitv and Survival. If any provision in this Agreement is held illegal, invalid, or unenforcruUtr, ttt" ãnforceabitity of the remaining provisions will not be impaired thereby' Notwithstanding any other provisions of this Agreement (including, without limitation, Section 7), Sections 3, 5.5, 6, 7, 8,9 and l0 will survive the termination of this Agreement.
10.5 No Third-Partl/ Beneficiâries: Serv¡ces Limited to Aqreement. Except as set fbrth in Section g, this Agr*"t*t glr,r"r no rights or benefits to anyone other than Client and Consultant and has no third-parÇ beneficiaries. The Services to be performed for Client by Consultant are defined solely by thii Agreement (including thc Schedules), and not by any other contract or agreement that may be associated with performing the Services.
Neither party will have10.6 Assignment. 'I'his is a bilateral personal services agreement. the power to or will assign any of the duties or rights or any clairn arising l2t 1698.5 Page 7 of lE
out of or related to this
f^npv
26 Agreement, whether arising in tort, contract or othen¡¿ise, without the written consent of the other party. Any unauthorized assignment is void and unenforceable. This Agreement is binding on the succossoß and assigns ofthe parties hereto.
10.7 Noti_cçp. All notices under this Agreement must be in writing and will be deemed to have been given when such notice is received (i) frorn United Statcs Postal Service First Class Certified Mail, Retum Receipt Requested, (ii) by courier seryice, or (iii) by email; provided, however, that notices received on a weekend or holiday or on a husiness day after 4:00 p.m. local time will be deemed to have been received on the next business day. Notices will, unless another address is specified in writing, be sent to the addresses indicated below (each of which must inclttde a street address and an email address): Consultant: Hinderliter De Llamas and Associates, 120 S. St¿te College Blvd., Suite 200, Brea, CA 92520 Attn: George Bonnin, Email: gþ.-tìnni¡rlrlhdlgonrpgntgiçgi! ; and Client: City of Bakersfield, CA, Attn:Tessa Andrews, Email: [email protected].
10.8 Entire Agreelnent: Çplrflict. This Agreement (including any Schedules dated as of the Agreement Date or hereafter) constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the ôxtent they have related in any way to the subject matter hereof. Should there ever be a conflict between the terms and conditions of the Schedule(s) and the remainder of this Agreement, the terms, and conditions of the remainder of this Agreement will prevail and be controlling.
10.9 Counterparts: Electronic Signatures: Authority. This Agreement may be signed in any number of counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement. Any signed signature pages of this Agreement transmitted by email or other electronic means in a portable document format (PDÐ or other clear and visible eiectronic format will have the same legal effect as an original. Each ofthe persons signing on behalf of a party hereto represents that he or she has the authority to sign this Agreement on such party's behalf.
10.10 No Adverse Cotrstruction. Both parties acknowledge having had the opportunity to participate in the drafting of this Agreement. This Agreement will not be construed against either pa*y based upon authoÃhip. The section headings contained in this Agreement are inserted for lonvenience only and will not affect in any way the meaning or interpretation of this Agreement' lsignatures are on the next Page]
l2r 1698.5 Page E of l8
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27 IN WITNESS WHEREOF, the parties hereto have entered into this Agreement through their duly authorized representatives as of the Agreement Date.
By
"City'
CITY OF BAKERSFIE,LD
GOH
Mayor
APPROVED AS TO CONTENT:
FINANCE DEPARTMENT
'oConsultant"
HTNDERLITER DE LLAMAS AND
ASSOCIATES
Print Name (
Title:
/ru/r¿
t)r-
By
LOVELESS
Assista¡rt Finance Director
APPROVED AS TO FORM:
VTRGINIA GENNARO
City Attomey
)/,
H. RUDNICK
uty City AttorneY
Insurance:
COUNTERSICNED
By
Frnance
S:\Financc\Agrs9 t -22\!f indcrlitcrDet,l lqm&qAndÄsscíates docx 61 121 r698.5 Page 9 of 18
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28 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 relatedtobusinesslicensetaxandfeespursuanttotheMasterServicesAgreementdated-,2022 ("MSA").
The MSA includes the main body of the MSA, this Schedule, and all other Schedules to the MSA. Terms not otherwise defìned 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. l. Operations Management Services
I .l . 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. Remit revenue to Client no less than monthly.
1.6. Provide Client staff access to website portal offering business registry inquiry, reporting, and electronic department approval capabi I ities.
2. Compliance Services: l) Identi$ 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. l.l.Develop a list of businesses subject to Client licensure or taxation.
2.l.2.Noti$ non-compliant businesses of their options to comply or dispute their non-compliant status, Notification andsupport to businesses will be facilitated through the website, mail, email, phone, and fax.
2. l.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'
2.l.4.Provide businesses with detailed invoicing and options to pay via website, mail, and phone.
2.l.5.Remit revenue to Client no less than monthly, along with all business applications and any additional documentation.
2.2. Collection Services
2.2.l.ldentiry 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.NotiS businesses of their options to comply or dispute their non-compliant status.
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. I . Identiþ potential unde¡-reporting and/or misclassified businesses.
2.3.2.Audit buiinesses mutually agreed to by Client and Consultant that are identified as potential *--- r2r r6e'.s
under-reporting businesses'
page r0 of r8 þ'i.H* \I 0c1i I
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29 4
2.3.3.Submit audit sunrrnaries to client and discuss further actions.
2.3.4.Educate businesses on proper r€porting practices'
2.3.5.lnvoice and collect identified delinquerrcies
3. Payment Processing Services
3.1 Consultant's service includes PCI compliant payment gateway services' rvhich supçnrts both credit ca¡d and eCheck transactions.
3.2 payment Processing - Consultant shall provide its Services to support payments rernitted to Client.
Consultant *tuitffiit ffansactions for áuthorization and settlement through consultant's certifiecl payment proc€ssor.
3.3 Clipnt Responsibilities - As a condition to its receipt of the Service, Client shall execute and deliver uny u"a uii applications, agreements, certifications, or other documents required by Networks or other third parties *ho." consent or approval is necessary for the processing of Transactions. "Network" is * "ntity or associalion that operates, under a common service mark, â system rvhioh pemrits participants to authorize, route, and settle Transactions among themselves' including, for example' networks operared by MSA USA and Mastercerd, Inc., NYCE Corporation, American llxpress, and Discover.
3.4 Client hereby grants Consultant the full right, power, and authority to request, receive atrcl review any Da¡¿ o-r records rcflected in a Transaction report. Client represents and warrants that it has the full right and authorþ to grant these rights' FEES
Operations Mr nagement Services
¿.ì. pees for performing operations manâgement Services shall be $15.00 fbr each processed account, which is any account for which an application or renewåUreturn was processed, or active accou¡lt which was sent a renowal notice.
4.2. Fees will be increased as of January I st of each calendar year with reference to the I 2-month percent change in the most recently publisúed annual Consumcr Price Index for All Urban Consumers (CPl- U), West Region, as r.eportJ by the U.S. Bureau of Labor St¿tistics (the "CPl Change"). Each annual increase in the Fees wiit Ue equal to the greater of two percent (2%) or the actual CPI Charrgc and the lesser of ten percent (10%) orrhe actual CPI Change. For example, if the astual CPI Change is l'5%, then the annual increase will be 2Vo,if theactual CPI Clrange is 3.50lo, then the annual increase will be3.So/o,and if the actual CPI Change is 12Yo, then the annual ilrcrease will be l0%.
4.3. Fees related to travel and lodging expenses are billed at cost and apply to all meetings (inctuding implønentation, training, op"*tionr, ãnd support). Tr¿vel expenses only apply to out-of-scope travel and must thcrefore be pre-approved by Client'
4.4. Fees will be invoiced *ontt iy to Clicnt for Services performed during the prior month' Fees will be netted out of Client's monthty revenue disbursement. Client will submit payment for any balance dr're to Consultant within 30 days of receiving the invoice'
Compliance Services
s.l. Ëees for performing compliance Services apply to all monies received fbr the cun'ent tax'/license period and any othã prioi period collected (including monies received for taxes, penalties, interest. and fees).
S.l.l.Fees for performing discovery Services shall be a contingency Fee of 35% of the revenues received as a result ofthe Services.
5 coilin¡iio,lì
COFY
I
r2t ló98.5 Page ll of18
30 5. I .2.¡n the event that Ciierrt discovers a non-compliant business and repofts the business to Co¡tsultant (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.l.3.Fees for perlorming collection Services shall be a contingency Fee of 25o/o of the revenues received as a result ofthe Services.
5,l.4.Fees for performing audit Services shall be a contingency Fee of 35o/o of the revenues received as a result ofthe Services.
5.2. Consultant recognizes Client's authority to waive or reduce the tax/fèe 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 eanred. Deficiencies which are uncollecLable due to insolvency or dissolution of the business, or for deficiencies which are othe¡'wise 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 þg entitled to compensation related thereto under this provision.
5.3. Fees related to çavel and lodging expenses are billed at cost and applied to all meetings (including implementation, training, operations, and support). Travel exp€nses only apply to out-oËscope travel and must therefore be pre-approved by Client.
5.4. 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 sub¡nit payment for any balance due to Consultant within 30 days of receiving the invoice.
6. payment Processing Services - Consultant will configure payment processing services to utilize either u t*puy".?unded model (convenience fee), or Client funded interchange pass-through ¡nodel.
Ctient may switch between these models upon written request to Consultant.
6.1 Taxpayer funded model - Client authorizes Consultant to collect each convenience fee finm the tåxpayer.
Item Price
Credit and Debìt Cards processing
ACH/eCheck processing
ACÍI/eCheck Returns
Chargeback
6.2 Client funded interchange pass-through model.
Ilem Price
ACH/eCheck processing
ACH/eCheclc Returns
Chargebacks
2.f/o + $0.30 per transactlon
$.50 per transaction
$0
$0
Credit and Debìt Cards Processing 2.9o/o u rninimum $2.00 per trans¿ction
$ I .25 per transaction
$10.00 per event
$25.00 ¡rer event
121 1698.5 Page 12 of 18 ctP\
31 6.3 In addition to the charges specified, Client shall be responsible for (a) all interchange and network provider fees, (b) all dues, fees, fines aud assessments established and owed by Client to Visa and/or Mastercard, (c) for all costs and fees associated with changes to ATM protocol causçd by client's conversion to the services, and (d) any increase in postage charges, provided that eny increåse in charges resulting fmm (a) through (d) shall not exceed the actual increase incurred by Consultant.
6.4 Consultant reserves the right to review and adjust all Client and convenience fee pricing on an annual basis in June. This adjustment may be consistent with the then most recent ECI adjustment or three percent (3%) whichever is gfeater. Itcms 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, and card type utilization.
l2t 1698.5 Page 13 oflS c,0?\
32 IN ¡TNESS \ryHEREOF, the parties hereto have entered into this Schedule D to the MSA tluough their duly authorized representatives as of 2022
CONSULTANT: CLIENT:
Hinderliter De Llamas and Associates Cify of Bakersfield' CA "g/By
Its:
By
Its:
c0l¡Tiì¡iTO,ì
COPYl2l 1698.5 Page 14 of lE
33 SCHEDULE E
Tax and Fee Administration Services and Fees
Transient Occupancy Tax * Operations Management Services SCHEDULE E-This Schedule E provides the scope of Services and Fees for tax and fes administration related to transient occupancy tax pursuant to the Master Services Agreement dated -, 2021 ("MSA').
The MSA includes the main body of the MSA, this Schedule, and all other Schedules to the MSA' Tenls not otherwise defìned herein have the de{initions given to them within the main body of the MSA.
SCOPE OF SERVICES
Consultant will provide the following Services relative to Client's transient occupancy tax administration.
7. Operations Management Servlces
7.1. Establish and maintain database of Client lodging pruviders'
7.2. Receive and process registrations, tax r€tums and payments in a timely fashion.
7.3. provide lodging providers multiple options for submitting registrations, tax returns, payments. or support ..qu.rt" iincluding via website, email, mail, phone, and fax. Consultant tax specialists rvill be available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific). ?.4. Remit revenue to Client no less than monthly.
7.5. provide Client staff access to website portal offering lodging provider registry inquiry arrd reporting capabilities.
7.6. Endeavor to ensure accurete filings of retums by consistently rnonitorillg retums, providing compliance audits, and educating lodging providers as mutually agreed to by Client and Consulta¡rt.
7.7. provide analysis reports monthly and annually provide r€venue trends and key insights on Client lodging providers.
8. Payment Processing Services
E.l Consultant's service includes PCI compliant payment gateway services, which supports both credit card and eCheck transactions-
g.2 payment processing - Consuttant shall provide íts Services to support payments remittecl to Client.
Consultant shall transmit tratrsactions for authorization and settlement tlrough Consultant's certifìed payment Processor.
g.3 Client Responsibilities - As a condition to its receipt of the Service, Client shall execute and deliver any and alí applications, agreernents, ceftifications, or other documents rcquired by.Networks or other third pa*ies *hor" consent or approval is necessary for the processing of Transactions. "Network" is an entity or association that operates, under a "om*on
service mark, a system which permits
participants to authorize, route,'and seitle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover'
g.4 Client hereby grants Corrsultant the full right, powel, and authority to request, receive ancl review any Data or ,*"ord-, reflected in a Transactionieport. Client represents and walratlts thåt it has the full right and authority to grant these rights.
9. Peyment Procersing Service¡
g.l consultant's service includes PCI compliant payment gateway servicrs, which supports both credit card and eCheck transactions'
arì1Yl2l 1698.5 Page l5 of18
34 g.2 Payment Processing - consultant shall provide its services to support paymen{s remitted to client.
Consultant shall transmit transactions for authorization and settlement through Consultant's certified payment processor.
9.3 ClientResponsibilities - As a condition to its receipt of the Service, Client shall execute and deliver *V un¿ utt uppti*tions, agreements, certifications, or other documents required by Networks or other third par.ties whore ,onr.rit or approval is necessary for the processing of Transactions. "Network" is an entity or association that óp**tur, under a common service mark, a system which permits participãnts to authorize, route, ìnd sçttle Transactions arnong themselves, including, for example, n"t*oitr operated by VISA USA and Mastercard, Inc., NYCE Corporation, American [xpress' ard Discover.
9.4 Client hereby grants Consultant the full right, power, and authority to request, receive and review any Data or records reflected in a Transaction reporl, Client represents zurcl wanants that it has the full right ar"rd authority to grant these rights.
FEES
I 0. Operations Management Services
Fees for performing operations nanagement Services shall be $750.00 per year for each quarterly filing property, and $850.00 per year for each monthly filing property.
10. I . Fees will be increased as of January t st of each calendar year with reference to the I 2-month percent change in the most recentiy published annual Consumer Price lndex for All Urban Consumers (CPI-U), West Regior¡ 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 p€rcent (2%) or the actual CpI Change and the lesser of ten p€rcent (lW/o) or the actual CPI Change. For example, if the actual CpI Change is I .5oá, then the annual increase will be 2Yo, if tbe actual CPI Change is
3.520, then the annual increase will be 3.5%, and if the actual CPI Change is 12o/o, then the annual increase will be 10%.
lû.2.Fees related to travel and lodging expenses a¡e billed at cost and apply to all meetinp (including implementation, taining, operations, and support)'
l0.3.Fees will be invoiced monthly to Client for Services perforrned cturing the prior month. Fees will be netted out of Client's monthly revenue disbursement. Client will submit payment fbr any balance due to Consulønt within 30 days of receiving the invoice' 1 l. payment processing Services - Consultant will confrgure payment processing services to utilize either a taxpayer funded model (convenience fee), or Client funded interchange pass-through ¡nodel' client may switch between tlrese modcls upon written request to consultant.
I l.l Taxpayer funded model - Client authorizes Consultant to collect each convenience fee from the taxpayer.
Item Price
Credit and Debit Cards Processing
ACH/eCheck processing
ACH/eCheck Returns
Churgebacks
2.9%, minimum of $2.00
$1.25 per ransaction
$0
s0
ct¡;TAl0lc:ì
t2l t698.5 Page Ió oflS CTÎY
35 1l.2 Client funded interchange pass-through model.
Item Príce
Credit and Debít Cards processing | 2.f/o
,'l,C H/ eC he ck pr oc e s s in g $0.50 per transaction S10.00 per event
$17.50 per eventChargeback
I 1.3 In addition to the charges
network provider fees, (b)
specifìed, Client shall be responsible for (a) all interchange and all dues, fees, fìnes and assessments established and owed by Client to Visa and/or Mastercard, (c) for all costs and fees a.ssociated with ohanges to ATM protocol caused by Client's conversion to the Services, and (d) any increase in postage charges, prrrvided that any increase in charges resulting from (a) through (d) shall not exceed the actual increase incurred by Consultant.
I 1.4 Consultant reserves the right to review and adjust all Client and convenience fee pricing on an annual basis in June. This adjustment may be consistent with the then most recent ECI adjrrstment or three percent (3%) whichever is great€r. 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 consuÍ¡er payÏnent arnounts, and card type utilization.
IN WITNESS IüIIEREOF, the parties hereto have entered into this Schedule E to the MSA through their duly authorized representatives as of 202t.
ACfl/eCheck Returns
CO\iîn(C]Ûil
CCPY
r2l 1698.5 Page l7 oflS
36 By
Its:
By:
Its:
Hinderliter De Llamas & Associ¡tes City of Bakersfleld' CA i*,el
l2t 1698.5 Page l8 of18
cc?\j
37 City of Torrance: Compliance Program
$348
$794
$906
$0
$200
$400
$600
$800
$1,000
$0
$100
$200
$300
$400
$500
Total BL Revenue Title
Quarterly BL Revenue
Business License Revenue Generated
Through Compliance
(in thousands)
Compliance
Program
Categories
Revenue
Collected
Number of
Payments
Average
Payment
Compliance
$
90 6
,
446
4 13
$
1,
620
Total BL
Revenue Collected
$
90 6
,
446
# of Notices
Sent
2,198
# of Payments
Received
413
Avg. Payment
Collected
$
1,620
Report Range:
4 /202
3 –
3/2026
As
3/
31 /2026
HdL’s Compliance Services has
added $
18 1,289
in recurring
business license revenue.
ATTACHMENT 3
38