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HomeMy WebLinkAboutHinderliter, deLlamas and Associates - 2011-05-16Name of Contractor: Hinderliter, deLlamas and Associates Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake —Huntington Central Park Amendment No. 1 to Agreement for Municipal Sales Tax and Use Tax Services Amount of Contract: $25,000.00 Copy of contract distributed to: The original insurance certificate/waiver distributed Initiating Dept. ❑ to Risk Management ❑ Finance Dept. ❑ ORIGINAL bonds sent to Treasurer ❑ Date: �J Narne/Extensioyf City Attorney's Office G:AttyMisc/Contract Forms/City Clerk Transmittal AMENDMENT NO.1 TO AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND HINDERLITER, DE LAMAS AND ASSOCIATES FOR MUNICIPAL SALES TAX AND USE TAX SERVICES THIS AMENDMENT is made and entered into on this 25 t.h day of April , 2012, by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and HINDERLITER, DE LAMAS AND ASSOCIATES, a California corporation, hereinafter referred to as "Consultant." WHEREAS, City and Consultant are parties to that certain agreement, commencement date of May 16, 2011, entitled "Professional Services Contract Between the City of Huntington Beach and Hinderliter, de Lamas and Associates for Municipal Sales Tax and Use Tax Services," which agreement shall hereinafter be referred to as the "Original Agreement," and City and Consultant wish to provide for the payment of additional compensation from City to Consultant, NOW, THEREFORE, it is agreed by City and Consultant as follows: 1. ADDITIONAL COMPENSATION Section 4 of the Original Agreement, entitled "Compensation," is hereby amended to read as follows: In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Fifty Thousand Dollars ($50,000.00). 1 11-2943.001/79109 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. HINDERLITER, DE LAMAS AND A California corporation By: print name ITS: (circle one) Chainna residen ice President Mull 21 /� 90, 11'20y print name ITS: (circle one) Secret y/Chief Financial Officer/Asst. Secretary - Tre 11-2943.001/79109 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Calif, ' i Manager INITIATED AND APPRO ED: Finance Director 2 ROVED AS TO FORM• L- Cit Attorney LfI T-4 ADDENDUM FOR PROFESSIONAL SERVICES AGREEMENT This Addendum to the Agreement for Professional Services entered into on May 16, 2011, between HINDERLITER, DE LLAMAS AND ASSOCIATES, hereinafter called "CONTRACTOR", and the City of Huntington Beach, hereinafter called "CITY", adds the following language to the existing Agreement. SECTION 7056 — CONFIDENTIALITY REQUIREMENTS Section 7056 of the State of California Revenue and Taxation code specifically limits the disclosure of confidential taxpayer information contained in the records of the State Board of Equalization. This section specifies the conditions under which a CITY may authorize persons other than CITY officers and employees to examine State Sales and Use Tax records. The following conditions specified in Section 7056 (b), (1) of the State of California Revenue and Taxation Code are hereby made part of this agreement. A. CONTRACTOR is authorized by this Agreement to examine sales, use or transactions and use tax records of the Board of Equalization provided to CITY pursuant to contract under the Bradley -Burns Uniform Sales and Use Tax Law. B. CONTRACTOR is required to disclose information contained in, or derived from, those sales, use or transactions and use tax records only to an officer or employee of the CITY who is authorized by resolution to examine the information. C. CONTRACTOR is prohibited from performing consulting services for a retailer, as defined in California Revenue & Taxation Code Section 6015, during the term of this Agreement. D. CONTRACTOR is prohibited from retaining the information contained in, or derived from those sales or transactions and use tax records, after this Agreement has expired. Information obtained by examination of Board of Equalization records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the CITY as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the CONTRACTOR as a person, authorized to examine sales and use tax records and certify that this Agreement meets the requirements set forth above and in Section 7056 (b), (1) of the Revenue and Taxation Code. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf. CITY: CITY F H TINGTON BEACH I Ci ager City Clerk' CONTRACTOR: HINDERLITER, DE LLAMAS & ASSOCIATES Tilfia Corporation A APPROVED AS TO FORM: MM< � 6'1 jCy �Attorn� U a Professional Service Approval Form Amendment ## 2 1. Date Requested: 04-4-2012 2. Contract Number to be Amended: FN 010 017 00 3. Department: Finance 4. Requested By: Jim Slobojan 5. Name of Consultant: Hinderliter, de Llamas and Associates (HdL) 6. Amount of Original/Prior Contract: $25,000 7. Additional Compensation Requested: $25,000 8. Original Commencement Date: 5-18-2011 9. Original Termination Date: 5-17-2013 10. Extended Date Requested: 11. Reason for Contract Amendment: Continuity of work. 12.Are sufficient funds available to fund this contract? Yes ❑ No ❑ 13. Business Unit and Object Code where funds are budgeted: 10035205.69365 Department Head Signature Director of Finance (or designee) Signature 4• 1' Name of Contractor: Hinderliter, deLlamas and Associates Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake —Huntington Central Park Municipal Sales Tax and Use Tax Services Amount of Contract: $25,000.00 Copy of contract distributed to: The original insurance certificate/waiver distributed to Risk Management ❑ Initiating Dept. ❑ Finance Dept. ❑ ORIGINAL bonds sent to Treasurer ❑ / Date: 1 l Name/ sio City Attorney's Office ._1`/6,� G:AttyMisc/Contract Forms/City Clerk Transmittal PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND Hinderliter, de Llamas and Associates FOR Municipal Sales Tax and use Tax Services Table of Contents 1 Scope of Services.....................................................................................................1 2 City Staff Assistance................................................................................................2 3 Term; Time of Performance.....................................................................................2 4 Compensation..........................................................................................................2 5 Extra Work...............................................................................................................2 6 Method of Payment..................................................................................................3 7 Disposition of Plans, Estimates and Other Documents ...........................................3 8 Hold Harmless.........................................................................................................3 9 Professional Liability Insurance.............................................................................4 10 Certificate of Insurance............................................................................................5 11 Independent Contractor............................................................................................6 12 Termination of Agreement.......................................................................................6 13 Assignment and Delegation......................................................................................6 14 Copyrights/Patents...................................................................................................7 15 City Employees and Officials..................................................................................7 16 Notices.........................................................................................7 17 Consent....................................................................................................................8 18 Modification.............................................................................................................8 19 Section Headings.....................................................................................................8 20 Interpretation of this Agreement..............................................................................8 21 Duplicate Original....................................................................................................9 22 Immigration...............................................................................................................9 23 Legal Services Subcontracting Prohibited................................................................9 24 Attorney's Fees..........................................................................................................10 25 Survival.....................................................................................................................10 26 Governing Law.........................................................................................................10 27 Signatories.................................................................................................................10 28 Entirety......................................................................................................................10 29 Effective Date.................................................................................I I PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND Hinderliter, de Llamas and Associates FOR Municipal Sales Tax and use Tax Services THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as Hinderliter, de Llamas "CITY, and and Associates , a California Corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide Municipal Sales Tax and Use Tax Services -and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Lloyd de Llamas who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree/surfneUprofessional svcs to $49 12-07 1 of 11 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM, TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on May 16 2011 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than 12 months from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Twenty Five Thousand Dollars ($ 25,000.00 ) 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such agree/surfnet/professionalsves to $49 12-07 2 of 11 work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "R." 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are agree/swfnet/professional svcs to $49 12-07 3 of 11 applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance shall not contain a self -insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to agree/surfnet/professionalsvcs to $49 12-07 4 of 11 forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. agree/swfnet/professional svcs to $49 12-07 5 of 11 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. agree/surfnet/professional svcs to $49 12-07 6 of 11 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Huntington Beach ATTN: Lori Ann Farrell 2000 Main Street Huntington Beach, CA 92648 agree/surfnet/professional svcsto $49 12-07 7 of 11 TO CONSULTANT: Hinderliter, de Llamas and Associates Attn: Lloyd de Llamas 1340 Valley Vista Drive,Suite 200 Diamond Bar. CA 91765-3913 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as agree/swfnet/professional svcs to $49 12-07 8 of 11 to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. agree/swfnet/professional svcs to $49 12-07 9 of 11 24. ATTORNEY' S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. CONSULTANT'S initials 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's agree/surfnet/professional svcsto $49 12-07 10 of 11 behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. CONSULTANT, Hinderliter, de Llamas and Associates COMPANY NAME i In# t— PvlDeA�J r i %Lg nJ print name ITS: (circle one) Chairm esident/ 'ce President By: print name ITS: (circle one) Secretary/C ref `"uncial Of cer/Asst. Secretary — Treasurer agree/surfnet/professional svcs to $49 12-07 11 of l I CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California vn"_r� 1 7 C1,0", e--e _ Director/Chief (Pursuant To HBMC §3. 03.100) AXPROVED AS TO FORM: 5� I' City Atto y v J'51 it Date�� EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) The City desires the provision of services that include report generation and data analysis necessary to effectively manage the City's municipal sales tax base as well as recover revenues erroneously allocated to other jurisdictions. B. CONSULTANT'S DITTIES AND RESPONSIBILITIES: 1) SALESAND USE TAXINFORMATIONSER VICES& ECONOMICANALYSIS a) Provide a user-friendly software program accessible to City staff with an electronic database of the City's sales and use tax data. The software and database would be used to facilitate monitoring, analysis and forecasting of sales and use tax revenue. The database will include the following features at a minimum: i) All sales tax producers in the City of Huntington Beach, including business name, address, State Board of Equalization (SBOE) account number and current (e.g., quarterly) and historical sales tax allocations. ii) Ability for the City to create and maintain subsets of the information based on geographic features. iii) Ability to define and print reports by business type and/or category. iv) Ability to export all data to a spreadsheet. b) Provide training to City staff on the use of the software program described above. c) Provide written sales tax reports on a fiscal year quarterly basis to the City in a timely manner, following the receipt of the quarterly distribution report. Such reports would be provided during a quarterly meeting at the City with key Finance and Economic Development Department personnel. The reports should include, but not be limited to, the following: i) Historical sales and use tax revenue trends of major industry groups within the City of Huntington Beach. ii) Top sales tax generators ranked by the amount of sales and use tax produced. iii) Analysis of sales trends by business category, identifying by business the major increases and decreases each quarter (i.e., largest deviating businesses). iv) Comparisons to other local, county and state jurisdictions. v) Sales and use tax projections updated quarterly. vi) Sales tax revenue by geographic area vii) Information regarding state and federal legislative issues, including an analysis of their potential impact on the City of Huntington Beach. viii) Creation and provision of a non -confidential newsletter in electronic format (e.g., *.pdf or similar electronic format) each quarter for the City suitable for public dissemination. ix) Other reports as mutually agreed upon. d) Provision of assistance with sales and use tax revenue trends, analysis and related questions throughout the fiscal year; consultation on projections of sales and use tax revenue during the City's annual budget development process. 3/31/10 1 of 3 EXHIBIT "A" 2) REVENUE RECOVER YAND REPORTING a) Identify the specific procedures you will use to detect, correct, and recover misallocated revenue for the City of Huntington Beach, including, but not limited to: i) Identify and correct the sales/use tax reporting errors of businesses within the City that are not properly registered based on their business activities in the City. ii) Identify and correct the reporting of businesses that are improperly reporting tax to state and county pools (i.e. classifying sales tax as use tax), thereby depriving the City of sales tax revenue. iii) Detect, document and correct sales/use tax reports errors and omissions in order to generate new, previously unrealized, revenue for the City. iv) Determine if the State Board of Equalization had prior knowledge of the error(s), which could entitle the City to collect revenue from additional periods. b) Monitor and analyze the quarterly distribution reports with a focus on the following: i) Accounts with previously reported point -of -sale distribution errors to ensure that corrections are made for current quarters and all eligible previous quarters. ii) Major accounts comprising 90% or more of the City's total sales and use tax revenue to identify any irregularities or unusual deviations from the normal pattern (e.g. negative funds transfers, significant decreases, unusual increases, etc.) and ensure that the City is not receiving less revenue than it is entitled to receive. c) Identify opportunities for the City to recover the local allocation on purchase transactions subject to tax and facilitate the recovery of such funds. d) Assist the City with strategies to preserve and enhance sales and use tax generated by existing businesses within the City. 3) ADDITIONAL SERVICES Consultant shall, at the request of the City: a) Work with the City and Redevelopment Agency staff on questions related to proper tenant mix for maximum sales tax returns; b) Advise City business license staff on utilization of reports to enhance business license collection efforts; c) Train internal staff in the fundamentals of sales tax auditing should the City opt to resume responsibility for future follow up. d) Any software offered as part of Section 1 of the Scope of Services, should meet the following basic specifications: i) SQL Server Database format ii) VMWare Virtual Server Compatible iii) Window GUI or Web -based interface 3/31/10 2 of 3 EXHIBIT "A" C. CITY'S DUTIES AND RESPONSIBILITIES: 1. The City shall adopt a resolution in a form acceptable to the State Board of Equalization and in compliance with Section 7056 of the Revenue and Taxation Code, authorizing the Consultant to examine the confidential sales tax records of the City. 2. The City shall provide any information or assistance that may readily be available such as business license records, which identify owners and telephone numbers of specific businesses within the City and copies of monthly sales tax allocation reports received from the Board of Equalization. D. WORK PROGRAM/PROJECT SCHEDULE: To be determined. 3/31/10 3 of 3 EXHIBIT "B" Payment Schedule 1. Charges for time during travel are normally not reimbursable and will only be paid if such time is actually used in performing services for CITY or as otherwise arranged with CITY. 2. CONSULTANT shall be entitled to payments toward the fees set forth herein in accordance with the following: Fixed Fee of Two Thousand Four Hundred Dollars ($2,400.00) per quarter for basic services including ongoing analysis, reports, legislative support and unlimited access to HdL's team members for sale and use tax related questions, as well as training and support for internal implementation of a program of use tax maximization. In addition to the fixed fee, Hinderliter, de Llamas and Associates (HdL) shall charge a fee of 15% of all new sales and use tax revenue received by the City (including reimbursement from the Sales and Use Tax Compensation Fund outlined in Section 97.68 of the Revenue and Taxation Code) as a result of audit and recovery work performed by the firm. This audit fee applies to monies received in the first eight consecutive reporting quarters beginning with the receipt of the audit revenue and includes retroactive back quarter adjustments obtained by the firm. Total fees shall not exceed Twenty Five Thousand Dollars ($25,000.00) for the term of the contract. Consultant agrees to inform the City when Consultant is at the point of reaching the maximum limit per year. Consultant shall not continue with any work effort over the amount of the maximum limit per year unless first authorized in writing by the City authorized representative(s). Audit fees are billed only after completion of the audit, submittal of corrections to the State Board of Equalization and receipt of revenues by the city. Bills are submitted only for recoveries previously approved by the city on a Work Authorization Form. HdL does not bill a city for audit revenues until the client has actually received said monies. Further, if during the billing cycle, a taxpayer receives a refund for overpayment of taxes generated during that cycle, HdL credits back any proportionate share of the fee that may have been levied. 100% of all new revenue generated by HdL flows to the City after the completion of the eight quarters. The fee constitutes the full reimbursement to HdL and covers all direct and indirect costs incurred by the firm under this contract. This includes all salaries of our employees, travel expenses and service contracting costs as well as the software to be delivered to the City of Huntington Beach under this proposal. Invoices are submitted quarterly after the city has received the revenue from the audit correction. The invoice includes a printout showing the name, address, and sales tax registration number of each company, and the specific amount of revenue allocated by the State Board of Equalization to the City for those businesses. 3/31/10 1 of 2 If a misallocation correction involves additional revenue from a company that had already been partially allocating revenues to the City, the City and HdL will agree in a Work Authorization, prior to billing, the methodology for identifying the incremental revenue attributable to HdL's work. 3. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each progress payment due. Such invoice shall: 1) Reference this Agreement; 2) Describe the services performed; 3) Show the total amount of the payment due; 4) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and 5) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 3/31/10 2 of 2 e INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST 1. Requested by: Finance 2. Date: June 6, 2011 3. Name of contractor/permittee: Hinderliter, de Llamas and Associates (HdL) 4. Description of work to be performed: Municipal sales and use tax services 5. Value and length of contract: 12 months, $25,000 6. Waiver/modification request: HdL prof sery deductible is $25,000. City requires $10,000. 7. Reason for request and why it should be granted: They have city requirement of $1 M in coverage. 8. Identify the risks to the City in approving this waiver/modification: No risk to the City. 6-6-11 Head Signature Date: APPROVALS Approvals must be obtained in:the order listed on this form. Two approvals are required for a request to be granted. Approval frolip the City Administrator's Office; is only required if Risk Management e City Attorney's ice ' ree. 1. i k Management / Approved ❑ Denied G /3b SigZature Date 2. City Attorney's Office roved ❑ Denie Signature j Date 3. City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved,: the completed waiver/modification request is to be, submitted to the City Attorney's Office along with the contract for approval: Once the contract has been approved, this form is to be filed with the Risk Management Division.of Administrative Services waiver form 6/6/2011 1:31:00 PM 11e CERTIFICATE OF LIABILITY INSURANCE OP ID JOD DATE(MMIDDYYYY) 05 10 11 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If & certificate holder is an ADDITIONAL INSURED,e pol cy les must be endorsed. IVE , subject to the terns and conditions of the policy; Certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsemengs). PRODUCER Partee Insurance Assoc.,Inc. - NAME: License#078.6033��_ExAt: (Arc, Noy_ 584 S. Grand Avenue ADDRESS: CUSTOMER IDM:IfURF+-1 Covina CA 91724-3409 Phone:626-966-1791 Fax:626-331-8132 _....... __...... .._. INSURERS} AFFORDING COVERAGE NAtCs INSURED Hinderliter de Llamas Associates, HDL Properties & HDL Software Jeffr@ Schmehr INSURER A: Hartford Casualty Insurance Co INSURERB: -- -- INSURERC: 1340 Valley Vista Drive #200 Diamond Bar CA 91765 INSURERD: - __ INsuREIiE INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED ON MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE �INSR POLICY NUMBER �(MMI--��D�D/YYW),(MM/DD/YYYY) LIMITS GENERAL LIABILITY ? EACH OCCURRENCE s2,000,000 A . x COMMERCIAL GENERAL LIABILITY i., ...—? CLAIMS -MADE OCCUR 72SBAZB3296 I j(11/15/10 ij 111/15/11 ANfAfit -IU ENTED` PREMISES(Ea,occurrence) $ 30Q 000 MED EXP 'Any one person' $ _10 f 000 PERSONAL & ADV INJURY s.2 , 000, 000� $ 4 , 0.00, 000_ ._. ___�._...... X I GENERALAGGREGATE — PRODUCTS COMP/OP AGG s 4, 000 ,-0.00 GEN'L AGGREGATE LIMIT APPLIES PER: j X POLICY i ECT LOG A { AUTOMOB#LE X LIABILITY i ANY AUTO I � 72UECM7886 12/I5/10 11/25/11 COMBINED SINGLE LIMIT (Ea academ)is BOD#I,Y INJURY (Per person) 1 , 000,000 ! S +# h— I ALL OWNED AUTOS-----_--- SCHEDULED AUTOS HIREDAUTOS NON -OWNED AUTOS I U�,( OVED AS TO FORM A RNEY i ' BODILY INJURY (Per accidem) S PROPER"TY DAMAGE (Per accident) $ t A X 1 UMBRELLAUAB ;X OCCUR {EXCESS LIAR CLAIMSWADE , 72SBAZB3296 11/15/10 1.115/11 ! IEACH OCCURRENCE $1,000_,000 'AGGREGATE I $ i DEDUCTIBLE RETENTION $ 10000 S A �WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNEWEXECUT Y t N OFFICERIMEMBER EXCLt1DEDI (Mandatory in NH) ! A 72WECPY9873 (11/15/10 11/15/11 X + TORY LIMBS 1 ER _ [ E_L. EACH ACCIDENT $ 1 , 000 , 000 - -- EL. DISEASE - EA EMPLOYEE -- $ 1 , 000, 000' tf yyees5 describe under DESCRIPTION OF OPERATIONS iJelov E.L. DISEASE -POLICY LIMIT lsl,000,000 A I Professional Liab. MPOOH003000206 11n5no �11/15/11 Occ/ Agg 1000000 Retention 25000 DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (Attach ACORD 101, Additional Ramarks Schedule; If more space Is requtnad) 30 day notice of cancellation except 10 day for non payment; The City of Huntington Beach, its officers, elected or appointed officials, employees agents and volunteers are named as additional insured in regarils to general liability for ongoing and included with the products completed operations hazards per business liability form SS0008. see holder notes CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE HUNBEAC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. .AUTHORIZED REPRESENTATIVE City of Huntington Beach II 2000 Main Street Jesse Duarte Huntington Beach CA 92648 ©1988-2009 ACj'kVCOkPGWION. All rights reserved. ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORqj 3. Department: Finance 4. Requested By: Jim Slobojan 5. Name of Consultant: Hinderliter, de Llamas and Associates (HdL) 6. Amount of Original/Prior Contract: $25,000 7_ Additional Compensation Requested: $25,000 8. Original Commencement Date: 5-18-2010 9. Original Termination Date: 5-17-2011 10. Extended Date Requested: 5-17-2012 11. Reason for Contract Amendment: Continuity of work. 12. Are sufficient funds available to fund this contract? Yes ® No ❑ 13. Business Unit and Object Code where funds are budgeted: 10035205.69365 Department Head Signature Director of Finance (or designee) Signature T CITY OF HUNTINGTON BEACH N Professional Service Approval Form PART II Date: 5/12/2011 Project Manager: Jim Slobojan Requested by Name if different from Project Manager: Department: Finance PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & H MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: Hinderliter, de Llamas and Associates (HdL) 2) Contract Number: FIN (Contract numbers are obtained through Finance Administration) 3) Amount of the contract: $ 25,000 4) Is this contract less than $50,000? ® Yes ❑ No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes ® No 6) Is this contract over $100,000? ❑ Yes ® No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? ❑ Yes ® No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which describes the payment terms of the contract. �a . - �/o/, t Directo of Finance (or designee) Signature bate