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Hinderliter, De Llamas and Associates - HDL - 2017-06-15
AMENDMENT NO. 2 TO PROFESSIONAL SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND HINDERLITER, DE LLAMAS AND ASSOCIATES. FOR SALES AND USE TAX AUDITING SERVICES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and HINDERLITER, DE LLAMAS AND ASSOCIATES, a California corporation, hereinafter referred to as "Consultant." WHEREAS, City and Consultant are parties to that certain agreement, dated July 18, 2017, entitled "Professional Service Agreement Between the City of Huntington Beach and Hinderliter, De Llamas and Associates for professional sales and use tax auditing services" agreement shall hereinafter be referred to as the "Original Agreement," and NOW, THEREFORE, it is agreed by City and Consultant as follows: 1. TERM The term of this Original Agreement is hereby extended to July 31, 2020. 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 officers on June 9th , 2020. 1 20-8640/229995 HINDERLITER, DE LLAMAS AND CITY OF HUNTINGTON BEACH,a ASSOCIATES, a California Corporation California municipal corporation Andrew Nickerson Mayor print name ITS: (circle one)Chairman/PresidentNice President D City Clerk By: /# / Richard Park APPROVED AS TO FORM: print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer City Attorney (U,(/ INITIATED AND APPROVED: Chief Financial Officer REVIEWED AND APPROVED: City Manager COUNTERPART 2 20-8640/229995 HINDERLITER, DE LLAMAS AND CITY OF HUNTINGTON BEACH, a ASSOCIATES, a California Corporation California municipal corporation By: r print name ITS: (circle one)Chairman/President/Vice President Q l� AND City Clerk By: APPR V D AS TO FORM: print name _ ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer City Attorney �f INITIATED AND APPROVED: Chief Financial Officer VI W AND PPR U D: City Mana COUNTERPART 2 20-8640/229995 CITY OF HUNTINGTON BEACH Professional Service Approval Form Fa,, Amendment # 2 1. Date Requested: 5/20/2020 2. Contract Number to be Amended: 2017-05 3. Department: Finance 4. Requested By: Dahle Bulosan 5. Name of Consultant: Hinderliter, De Llamas, and Associates 6. Amount of Original/Prior Contract: $320,0000 7. Additional Compensation Requested: $0 8. Original Commencement Date: 6/19/2017 9. Original Termination Date: 6/18/2020 10. Extended Date Requested: 7/31/2020 11. Reason for Contract Amendment: Extension of time on existing contract to allow time for review of RFP proposals to submit a new contract to City Council for approval. Purchasing pproval Signature bat6 12. Are sufficient funds available to fund this contract? Yes ❑ No ❑ 13. Business Unit and Object Code where funds are budgeted: Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year Budget Approval Signature Dat 7-2- Department Head Signature Date City Manager Approval Signature Date hdl amendment#2 REV: 2016 lqppovb D 7-D f = f fb µ City of Huntington Beach 9 � File #: 18-441 MEETING DATE: 11/5/2018 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City.Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Gilbert Garcia, Chief Financial Officer Subiect: Approve and authorize execution of Amendment No. 1 with Hinderliter, de Llamas and Associates for Sales and Use Tax Auditing Services; and, increase appropriations and Professional Services Authority accordingly Statement of Issue: Approval is requested to amend the three-year professional services contract with Hinderliter, de Llamas and Associates (HDL), the City's Sales and Use Tax Auditing consultant, from $100,000 to $320,000 to cover outstanding and future payments to HDL for their sales and use tax analysis and auditing services. Pursuant to the contract, HDL is entitled to a 15 percent revenue recovery fee for additional revenue received by the City due to HDL's in-depth sales and use tax audits. The Finance Department's FY 2018/19 General Fund budget and Professional Services Authority will also need to be amended accordingly to cover the payments. Increased sales tax revenue resulting from these audits will more than offset this cost. Financial Impact: This action will result in a $220,000 increase to the three-year contract with Hinderliter, de Llamas and Associates (HDL) which ends on June 18, 2020. The contract amendment will cover costs resulting from sales and use tax audits performed by HDL that have resulted in $744,965 in increased sales tax revenue to the City since the start of this contract. The contract with HDL includes a fixed annual fee of $10,200 for contract services and a 15 percent audit recovery fee for misallocations identified by HDL that are subsequently corrected by the California Department of Tax and Fee Administration (CDTFA) for return to the City. Successful audits by HDL have resulted in this contract reaching the current maximum of $100,000. A contract amendment for an additional $220,000 will cover outstanding and estimated future fees for the remaining two years of the contract. There is sufficient revenue to support this request due to the increased sales tax revenue received by the City due to HDL's audits and subsequent corrections approved by CDTFA. The Finance Department's FY 2018/19 General Fund Budget and Professional Services Authority will also need to be increased accordingly to cover these payments. The remainder of the increased sales and use City of Huntington Beach Page 1 of 4 Printed on 10/31/2018 438 powered by Legistar- File #: 18-441 MEETING DATE: 11/5/2018 tax revenue generated by HDL will help ensure a balanced budget this year. Recommended Action: A) Approve and authorize the Mayor and City Clerk to execute "Amendment No. 1 to the Professional Services Contract between the City of Huntington Beach and Hinderliter, de Llamas and Associates for Sales and Use Tax Analysis;" and, B) Increase Appropriations and Professional Services Authority in the Finance Department Accordingly. Alternative Action(s): Do not approve the recommended action and direct staff accordingly. Analysis: The City of Huntington Beach's FY 2018/19 Adopted Budget reflects $40.6 million in projected sales and use tax revenue. This revenue is deposited into the City's General Fund and it helps to finance core services such as public safety, recreation, library, public works, and other community programs. Ensuring that the City receives its fair share of funding is essential as each dollar helps fund these core public services. The California Department of Tax and Fee Administration (CDTFA) determines all sales and use tax allocations to local jurisdictions as of July 2017. The State Board of Equalization (BOE) previously had this responsibility, but due to the Taxpayer Transparency and Fairness Act of 2017, the BOE was restructured into three separate entities, one of which was CDTFA. While the great majority of sales and use tax revenues remitted to local governments are correct, occasionally mistakes do occur. To ensure allocations made by CDTFA are as accurate as possible, the City entered into a three-year professional services contract with Hinderliter, de Llamas and Associates for the period of June 19, 2017, through June 18, 2020, after a competitive Request for Proposals (RFP) process. The contract is comprised of two parts: 1) An annual fee of $10,200 for comprehensive sales and use tax analyses and reports, with detailed taxpayer and industry specific information; and, 2) A sales and use tax audit service that identifies misallocations by CDTFA and then petitions CDTFA for corrections on the City's behalf. The audit recovery service has a 15 percent fee for all revenue recovered, up to a maximum of eight quarters, due to the extensive work and documentation it entails, as well as testifying before CDTFA if needed. Currently, 344 cities utilize HDL to assist in the tracking, monitoring, and auditing of sales and property tax allocations by the State. As sales and use tax information is proprietary pursuant to State law, jurisdictions choosing to hire a specialized auditing firm to verify the tax allocations made by the State must have City Council authorization allowing the firm access to the City's sales and use tax information. HDL extensively analyzes sales and use tax data to ensure CDTFA allocations are correct on their clients' behalf. This specialized firm identifies and corrects various tax allocation errors including, but not limited to, the following: • Sales misreported as "use tax" transactions. City of Huntington Beach Page 2 of 4 Printed on 10/31/2018 439 powered by Legis aril File #: 18-441 MEETING DATE: 11/5/2018 • "Point of Sale" revenues misreported to administrative offices or other locations. • Misallocations occurring because sales from multiple retail outlets, order desks, or offices are credited to a single location. • Misallocations due to jurisdiction miscoding. • "Use tax" transactions exceeding $500,000 not allocated to the host agency. • Construction-related sales listed as "installation" rather than "over-the-counter". • Warehouses that function as a "point of sale" but not identified as such. • Misallocations that occur due to zip code, boundary, or jurisdictional discrepancies. HDL has identified businesses whose sales and use tax remittances to the State were erroneously allocated to other jurisdictions, instead of the City of Huntington Beach, due to one or more of the aforementioned reasons. The requested contract amendment is to compensate HDL for audit activities through the term of this contract that have resulted in over $744,000 in additional revenues to the City, thus far. Of this amount, a large portion ($209,714) relates to a single vendor that did not have its location registered under the company's new permit number and, thus, local tax was misallocated to the state pool. Pursuant to the contract, HDL's audit recovery fee is 15 percent of new sales and use tax revenue received by the City, for up to eight quarters, resulting from their successful audits. HDL has been paid for just one quarter on this particular vendor. Thus, the successful recovery of such audits has resulted in the need to raise the contract by $220,000 to pay HDL its audit recovery fees and any additional potential recoveries through June 18, 2020. Please note that extensive procedures are in place by the City's Finance Department to ensure that HDL is only paid for additional tax revenue received by the City attributable to their efforts. Staff has created an internal multi-step procedure to confirm amounts HDL submits for payment including obtaining copies of CDTFA letters to HDL confirming CDTFA approval of their audit findings made on our behalf (Attachment 2 - Redacted Sample). In addition, pursuant to the contract, payments are not made to HDL until the increased sales tax revenue is actually received by the City as a result of their audit work, which is also confirmed by the Finance Department reviewing proprietary sales and use tax reports provided by CDTFA. The Finance Department's FY 2018/19 Adopted Budget in the General Fund and Professional Services Authority will also need to be amended accordingly to cover the required contract amendment. The City has received $744,000, thus far, in additional General Fund revenue due to the petitions filed on our behalf by HDL. Hence, sufficient funds are available to support this request. Staff recommends that the remainder of the revenue recovered by HDL remain in the General Fund to help ensure a balanced budget. Environmental Status: Not applicable. City of Huntington Beach Page 3 of 4 Printed on 10/31/2018 440 powered by Legistar" File #: 18-441 MEETING DATE: 11/5/2018 Strategic Plan Goal: Strengthen economic and financial sustainability Attachment(s): 1. Amendment No. 1 to Agreement between the City of Huntington Beach and Hinderliter, de Llamas and Associates for Municipal Sales Tax and Use Services. 2. Sample of California Department of Tax and Fee Administration Letter Announcing HDL Audit Review Decision Regarding a Huntington Beach business. City of Huntington Beach Page 4 of 4 Printed on 10/31/2018 441 powered 5y Legistar" AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND HINDERLITER, DE LLAMAS AND ASSOCIATES FOR SALES AND USE TAX AUDITING SERVICES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and HINDERLITER, DE LLAMAS AND ASSOCIATES, a California corporation, hereinafter referred to as "Consultant." WHEREAS, City and Consultant are parties to that certain agreement, dated July 18, 2017, entitled"PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND HINDERLITER, DE LLAMAS AND ASSOCIATES FOR SALES AND USE TAX AUDITING SERVICES," which agreement shall hereinafter be referred to as the"Original Agreement," and Since the execution of the Original Agreement, City and Consultant wish to amend the Original Agreement to reflect the additional work to be performed by Consultant, and the additional compensation to be paid in consideration thereof by City to Consultant, NOW, THEREFORE, it is agreed by City and Consultant as follows: 1. ADDITIONAL WORK Consultant shall provide to City such additional services as required by City. 2. ADDITIONAL COMPENSATION In consideration of the additional services to be performed hereunder as described in Section 1 above, City agrees to pay Consultant, and Consultant agrees to accept from City as full payment for services rendered, an additional sum not to exceed Two Hundred Twenty Thousand($220,000.00), in addition to the Original amount of One Hundred Thousand Dollars ($100,000.00), for a new total not to exceed sum of Three Hundred Thousand Dollars ($320,000.00). 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers November 5th, 2018 CONSULTANT: CITY OF HUN T INGTON BEACH, HINDERLITER, DE LLAMAS AND a municipal corporation of the State ASSOCIATES, a California corporation of California By: D Andrew ickerson, President Mayor print name City Clerk ITS: (circle one) Chairman/President/Vice President INITIATED AND APPROVED: AND By: -_---- _ _ Jeffrey$chrrre6r, Chief Financial Officer Chief Financial Officer print name ITS: (circle one) Secretary/Chief Financial Officer/ Asst. Secretary—Treasurer APPROVED AS TO FORM: City Attorney REVIEWED AND APPROVED: City Manager 2 A��® DIYYYY) MMID 017 DATE( CERTIFICATE OF LIABILITY INSURANCE 1 DATE( .I. 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 the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms 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 endorsements. CON T PRODUCER NAMEACT Sergio Nilchian Woodruff-Sawyer&Co. PHONE 949.435.7358 FAX 949.476.3118 2 Park Plaza, Suite 500 E-MAIL snilchian@wsandco.com Irvine CA 92614 @ INSURERS)AFFORDING COVERAGE NAIC# INSURERA:TWIn City Fire Insurance Company 29459 INSURED HDLCOMP-01 INSURERB:National Fire Insurance Company of Hartford 20478 Hinderliter de Llamas&Associates INSURER C:Continental Insurance Company 35289 HdL Software, LLC. INSURER D: 1340 Valley Vista Dr#200 Diamond Bar CA 91765 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1998697983 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 OR 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. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MMIDD/YYYY MMIDD/YYYY LIMITS B X COMMERCIAL GENERAL LIABILITY Y 6056953483 11/15/2017 5/26/2019 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X�OCCUR DAMAGE ( RENTED PREMISESS Ea occurrence) $1,000,000 MED EXP(Any one person) $15,000 APPROVED AS TO FORM PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER B C s' GENERAL AGGREGATE $2,000,000 X POLICY PRO- ❑ J OTHER JECT LOC 6-MICHAEL E. GATES PRODUCTS-COMPIOP AGG $2,000,000 B AUTOMOBILE LIABILITY Y C b� PMNTINGTON BEACH 11/15/2017 5/26/2019 Eaaccident $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ AWNED S UTOS ONLY AUTOSULED BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMA E AUTOS ONLY AUTOS ONLY Per accdent $ $ B X UMBRELLA LIAB X OCCUR 6056953502 11/15/2017 5/26/2019 EACH OCCURRENCE $3,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $3,000,000 DED X I RETENTION$10,000 $ C WORKERS COMPENSATION 6056953497 11/15/2017 11/15/2018 X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED' ❑ N I A (Mandatory in NH) E L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E1 DISEASE-POLICY LIMIT 1$1,000,000 A Professional Liability =72PG0246728 11/11/2017 1/26/2019 Each Claim $1,000,000 Claims Made Form Aggregate $2,000,000 Retroactive Date 2/15/03 Deductible $25,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers are included as additional insured as respects to the General Liability and Auto Liability. *30 days notice of cancellation except*10 days for non payment CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Hunington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2000 Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach CA 92648 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD CNA ADDITIONAL INSURED—PRIMARY AND NON-CONTRIBUTORY It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Persons Or Organizations City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 1. In conformance with paragraph A.1.c. of Who as An Insured of Section II — LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident"for which the additional insured seeks coverage under this policy. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy, CNA71527XX(10-12)Page 1 Policy No: 6056953466 Endorsement No: 1 Insured Name: Hinderliter, de Llamas & Associates I HDL Software, LLC Effective : 1 1/15/17- 5126119 ©CNA All Rights Reserved. 446 CNA Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. SCHEDULE: City of Huntington Beach 2000 Main Street Huntington Beach,CA 92648 TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non-Contributory To Additional Insured's Insurance 3. Bodily Injury—Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury—Exception for Reasonable Force 8. In Rem Actions 9, Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability—Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 14, Non-owned Watercraft 15. Personal And Advertising Injury—Discrimination or Humiliation 16. Personal And Advertising Injury -Limited Contractual Liability 17. Property Damage-Elevators 18. Supplementary Payments 19. Property Damage— Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation—Blanket CNA74872XX(1-15) Policy No: 6056953483 Page 1 of 14 Endorsement No: 1 Effective: 11115/17 - 5/26/19 Insured Name: Hinderiiter, de Llamas& Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 447 CNA Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO 1S AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising Injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, CNA74872XX (1-15) Policy No: 6056953483 Page 2 of 14 Endorsement No: 1 Effective: 11/15/17- 5/26/19 Insured Name: Hinderiiter, de Llamas & Associates I HDL Software, LLC Copyright GNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 448 CNA Technology General Liability Extension Endorsement maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured, G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions—Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf, The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: CNA74872XX(1-15) Policy No: 6056953483 Page 3 of 14 Endorsement No: 1 Effective: 11/15/17- 5/26/19 Insured Name: Hinderliter, de Llamas &Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 449 CNA Technology General Liability Extension Endorsement a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily Injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b, any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d, repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. CNA74872XX (1-15) Policy No: 6056953483 Page 4 of 14 Endorsement No: 1 Effective: 11/15/17- 5/26/19 Insured Name: Hinderliter, de Llamas &Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted malarial or Insurance Services Office,Inc.,with its permission. 450 CNA Technology General Liability Extension Endorsement K. Other Person Or Organization !Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part, 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY— EXPANDED DEFINITION Under DEFINITIONS,the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at anytime which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE CNA74872XX (1-15) Policy No: 6056953483 Page 5 of 14 Endorsement No: 1 Effective: 11/15/17- 5/26/19 Insured Name: Hinderliter, de Llamas &Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 451 CNA Technology General Liability Extension Endorsement The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4, below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES/PARTNERSHIP/LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3, above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however CNA74872XX (1-15) Policy No: 6056953483 Page 6 of 14 Endorsement No: 1 Effective: 11/15/17- 5/26/19 Insured Name: Hinderliter, de Llamas &Associates I HDL Software, LLC Copyright CNA All Rights Reserved, Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 452 CNA Technology General Liability Extension Endorsement that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY— EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2)with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period.All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and , B. Under COVERAGES, Coverage A— Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: L add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: CNA74872XX (1-15) Policy No: 6056953483 Page 7 of 14 Endorsement No: 1 Effective: 11/15/17- 5/26/19 Insured Name: Hinderiiter, de Llamas&Associates I HDL Software, LLC copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 453 CNA Technology General Liability Extension Endorsement Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: L add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; CNA74872XX (1_15) Y Polic No: 6056953483 Page 8 of 14 Endorsement No: 1 Effective: 11/15/17=5/26/19 Insured Name: Hinderiiter, de Llamas&Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 454 CNA Technology General Liability Extension Endorsement iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs(a), (b), (c)and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES /PARTNERSHIP/LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: • the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor • the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and CNA74872XX (1-15) Policy No: 6056953483 Page 9 of 14 Endorsement No: 1 Effective: 11/15/17- 5/26/19 Insured Name: Hinderliter, de Llamas &Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of insurance Services office,Inc.,with its permission. 455 CNA Technology General Lability Extension Endorseme nt c. there is no other valid and collectible insurance purchased specifically to insure the partnership,joint venture or limited liability company. 11. LEGAL LIABILITY— DAMAGE TO PREMISES A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage(other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through In. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a different Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person, The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: @@@@@@@@@@@@@@ ; or (2) the amount shown in the Declarations for Medical Expense Limit. CNA74872-XX (1-15) Policy No: 6056953483 Page 10 of 14 Endorsement No: 1 Effective: 11/15/17- 5/26/19 Insured Name: Hinderiiter, de Llamas &Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services office,Inc.,with its permission. 456 CNA Technology General Liability Extension Endorsement B. Under COVERAGES, the Insuring Agreement of Coverage C— Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and This Paragraph B. does not apply to medical expenses incurred in the state of Missouri. 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager(if the Named Insured is a limited liability company) of the Named Insured. 2, add the following exclusions: This insurance does not apply to: CNA74872XX (1-15) Policy No: 6056953483 Page 11 of 14 Endorsement No: 1 Effective: 11/15/17- 5126/19 Insured Name: Hinderliter, de Llamas& Associates I HDL Software, LLC Copyright CNA All Rights Reserved, Includes copyrighted material of Insurance Services Office, Inc.,with As permission. 457 CNA Technology General Liability Extension Endorsement Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1. ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage, B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged, B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS —COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: CNA74872XX (1-15) Policy No: 6056953483 Page 12 of 14 Endorsement No: 1 Effective: 11/15/17- 5/26/19 Insured Name: Hinderliter, de Llamas&Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Us permission. 458 CNA Technology General Liability Extension Endorsement d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses Incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B --Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE—ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES AAND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000, limit; and B. Paragraph 1.d. is amended to delete the limit of$250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE -PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. CNA74872XX (1-15) Policy No: 6056953483 Page 13 of 14 Endorsement No: 1 Effective: 11/15/17- 5126/19 Insured Name: Hinderliter, de Llamas&Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 459 CMA Technology General Liability Extension Endorsement 21. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2, your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1, is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other te rms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX(1-15) Policy No: 6056953483 Page 14 of 14 Endorsement No: 1 Insured Name: Hinderliter, de Llamas&Associates I HDL Software, LLC Effective: 11/15/17- 5/26/19 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services office,Inc.,with its permission, 460 STATE OF CAL#FORNIA ' ="' CALIFORNIA DEPARTMENT OF TAX AND FEE ADMINISTRATION EDMLINDG.BROWN JR. AUDIT DETERMINATION&REFUND SECTION MIC:39 Governor 450 N STREET,SACRAMENTO,CA MARYBEL BATJER PO BOX 942879,SACRAMENTO,CA 94279-0039 Secretary.Government Operations Agency 1-916 324-1217 •FAX 1-916 445.2249 www,cdtfa-ca.gov NICOLAS MADUROS Director June 4, 2018 Hinderliter, de Llamas &Associates Attention: Matt Hinderliter 1340 Valley Vista Dr Ste 200 Diamond Bar CA 91765-3913 IN REPLY REFER TO: BUSINESS TAX AND FEE DIVISION DECISION Dear Mr. Hinderliter: This letter is in response to your petition concerning the above referenced account on behalf of the City of Huntington Beach (30014). Pursuant to Regulation 1807(b)(2), our decision is to grant your petitions. We have verified the misallocation of local tax. Accordingly, a fund transfer has been completed for 3017 to reallocate local tax to this jurisdiction. If you disagree with this decision, please submit your written objection to David Rivera, Supervisor, Allocation Group, at the address listed above within 30 days from the date of this letter. Your appeal must state the specific facts on which your disagreement is based, and include all additional information in your possession that supports your position at this time. If we do not hear from you within this period, our decision will become final and we will consider the matter closed. Sincerely, Cristal H. Butler Senior Tax Auditor Allocation Group cc: City of Huntington Beach Charles Adams, Chief Financial Officer PO Box 711 Huntington Beach, CA 92648-0711 462 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND HINDERLITER, DE LLAMAS AND ASSOCIATES FOR SALES AND USE TAX AUDITING 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 "CITY," and Hinderliter, de Llamas and Associates, a California Corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide professional sales and use tax auditing 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 Andy Nickerson who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 16-5279/160360/DO 1 of 11 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on June 15, 2017 (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 three years 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 One Hundred Thousand Dollars ($100,000.00). 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 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"B." 16-5279/160360/DO 2 of I 1 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 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 16-5279/160360/DO 3 of 11 ($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 forthwith terminate this Agreement. Such termination shall not effect 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: 16-5279/160360/DO 4 of 11 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. 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 16-5279/160360/DO 5 of 11 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. 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 16-5279/160360/DO 6 of 11 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: TO CONSULTANT: City of Huntington Beach Hinderliter, de Llamas and Associates ATTN: Lori Ann Farrell ATTN: Andy Nickerson 2000 Main Street 1240 Valley Vista Dr., Ste 200 Huntington Beach, CA 92648 Diamond Bar, CA 91765 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 16-5279/160360/DO 7 of 11 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 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 inunigration 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 1 6-52 79/1 6 03 6 0/DO 8 of 11 CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 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. 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 parry's behalf, which are not embodied in this 16-5279/160360/DO 9 of I l 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 This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. 16-5279/160360/DO 10 Of 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. , IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of [co.NvANYNAME]IIINDERLITER,DE LLAMAS California AND ASSOCIATES City a an g/r By: — INIT TED AND APPROVED: print name /Z ITS: (circle one)Chi reside. cePresident 'l 17 Chief Financial Officer A" APPROVED AS TO By: - / . Z Celci 0��/JQM :11S `City orney g)iso �a1t�E(t� ewv print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. ate Secretary—Treas eta,q� p,,� RECEIVE AND FILE: City Clerk Date 11 of 11 16-5526/160360/DO 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 DUTIES AND RESPONSIBILITIES: 1) CONFIDENTIALITY 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. CONSULTANT 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. CONSULTANT 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. EXHIBIT A C. CONSULTANT 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. CONSULTANT 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 CONSULTANT 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. 2) SALES AND USE TAX INFORMATION SERVICES & ECONOMIC ANALYSIS 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. EXHIBIT A 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 City 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. EXHIBIT A 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) REVENUE RECOVERY AND 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: EXHIBIT A 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. 4) ADDITIONAL SERVICES Consultant shall,at the request of the City: a) Work with City 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. EXHIBIT A d) Any software offered as part of Section I of the Scope of Services, should meet the following basic specifications: i) SQL Server Database fonnat ii) VMWare Virtual Server Compatible iii) Window GUI or Web-based interface C. CITY'S DUTIES AND RESPONSIBILITIES: I. The City shall authorize the Consultant to examine the confidential sales tax records of the City in compliance with Section 7056 of the Revenue and Taxation Code. 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: As needed EXHIBIT A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: Principal $250 per hour Programmer $ 225 per hour Senior Associate $195 per hour Analyst $ 95 per hour B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to 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 monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) 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 E) 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. 1 Exhibit B 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. 2 Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. Fixed Fee of eight hundred and fifty dollars ($850.00) per month 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 f'or 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 (8) 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 One Hundred Thousand Dollars ($100,000.00) 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. 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. Exhibit B 2. 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. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) 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 E) 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. 4. 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 tune. 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. Exhibit B sufi INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST 1 Requested by: Jim Slobojan 2. Date: November 15, 2016 3. Name of contractor/permittee: Hinderliter, de Llamas and Associates 4. Description of work to be performed: sales and use tax auditing & analysis services 5. Value and length of contract: $150K- 3 years 6. Waiver/modification request: Allow for $25K deductible-city requires $10K. 7. Reason for request and why it should be granted: They meet all other City requirements. 8. Identify the risks to the City in approving this waiver/modification: No risk A Kd4-� Department 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 fjorn the City Administrator's Office is only required if Risk Management an the City Attorneys Office disagree. 1 Management Approved ❑ Denie(/ '4114 Si grp to Elate 2. City Attorney's Office F61pproved ❑ Denied Signature Date . ......... 3. City Administrator's Office EJ Approved El Denied Signature Date If approved, the completed waiverlmodification 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 HDL sales tax waiver form.dad 11115/2016 2:39:00 PM HDLCO-1 OP ID:MP CERTIFICATE OF LIABILITY INSURANCE DA1 110 11 2016Y' 11103I2016 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 the certificate holder Is an ADDITIONAL INSURED, the policy(ies)must be endorsed. H SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement; A statement on this cerlifcale does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER - C014TACT - NAME: Partee Insurance Assoc.,Ine. PHONE I FAX License #0786033 -112.EMIL i INC.No: 684 S.Grand Avenue EMAIL Covina,CA 91724-3409 ADDRESS:' - Wayne M.Partee CIC,CWCA INSURERS AFFOR0010 COVERAGE _ iJAIC A INSURER.A:OhiO SeCUrily Insurance Co INSURED Hdl Coren and Cone _ insuRER e:Amerioan Flre.and Casualty Co 1340 Valley Vista Dr#120 ufsunERc-Twin City Flre Insurance Co. Diamond Bar,CA 91765 IN SURER 0: INSURER E.: 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 REOUIREMENT,TERM OR CONDITION OF ANY CONTRACT OROTHER DOCUMENT WITH RESPECT TO WHICH.THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBE[)HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAYHAVE SEEN REDUCED BY PAID CLAIMS. IHSR.'. ADDL SUBR - POLIOYEFF POD)y XP L7R i TYPE DFIN5URAttCE LK PO :Y JJUAteER IAMlDO/YYYY MwRUODIY LIMITS A }X COMMERCIALGENERALLIABILITY EACHOCCURRENCE $ 2,000,00 .CLAIMS-f.WDE OCCUR X BZS56380327 11/1512016 j 1111512017 FREIADAM, SO ENEao-c me 4 2,000,00 `—— t.�_. ._......_.___.._ MED EXP(Anyone petsop) 5 15,000 PERSONAL&ADV INJURY S Included I GE_N'l AGGREGATE LPAT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY OJECT LOC j PRODUCTS-COMPIOP AGG S V 4,000,00 OTHER I{ $ AUTOMDBrLE LIABILITY. Ca'116111 entSINGLE LIMIT $ 1,000,00 A ANY AUTO BAS66380327 11/15/2016_!11/16/2017 BODILY ItJJURY(Per person) $ ALL CWHED SCHEDULED AUTOS-- AUTOS BODILY INJURY(Per accident) S� NUJ-OWNED PROP- TYOAI G X KREOAUTOS IxAUTOS I (Per accident s s )( UMBRELLALIA.B X OCCUR � EACH OCCURRENCE S 1,000,00 B EXCESSLIAS CLAIMS-MADE USA56380327 11/15/2016 11115/2017. AGGREGATE _ $ 1,000,00 o£o X RETENTION$ 10,000 1 5 WORKERSCOtdPENSATION X PERRTIJTE E1 11- AND EIdPLOYERS'LIABILITY y 711 A ANY PROPRiFTOWPARTNERIEXECUfNE XWS56380327 11/16/2016 1111512017 E.t.EACH ACCICEP47 $ 1,000,00 OFFICERIMEMBER EXCITIDFD? NIA - -- 5(Mandatory In NH) - 61,DISEASE-EA EMPLOYE 5 1,000,00 it yes,describe Under DESCRIPTIQJ OF OPERATIONS belowI E L.DISEASE-POLICY LIMIT .$- 1,000,0Q C Professional 72PGO260349 11/16/2016 11/1612017 LIMIT 2,000,00 CLAIMS MADE FORM RETRO DATE 2/1512003 DED 25,000 DESCRIPTION OF OPERATIONS J LOCATIONS 1 VEHICLES(ACORO 101,Additional Remarks Schedule,may be attached if more space is required) *30 day notice of cancellation,10 days for nonpayment. APPROVED City of Huntington Beach,its officers;elected or appointed officials, FO employees,agents and volunteers are named Additional Insured as respects General Liability. 183 EL E.GATES CITY ATTORNEY CI OF MUNTINGTON BEACH CERTIFICATE HOLDER CANCELL TION CITYHUN. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES 13E CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach,CA 92648 AurltoR¢EDREeaESEEirA7lve 01988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: BZS.56380327 BUSINESSOWNERS BP 04 48 0713 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Persons Or Organization s : The City of Huntington Beach,its officers,elected or appointed officials,employees,agents and voluteers 2000 Main Street Hungtington Beach,CA 92648 Information r uired to complete this Schedule if not shown above will be shown in the Declarations. Section II—Liability is amended as follows: B. With respect to the insurance afforded to these A. The following is added to Paragraph C.Who Is An additional insureds, the following is added to Insured: Paragraph D. Liability And Medical Expenses 3. An Limits Of Insurance; y per or organization(s) shown in the If coverage Schedulee is s also an additional insured, but only g provided to the additional insured is with respect to liability for "bodily injury", required by a contract or agreement, the most we "property damage"or"personal and advertising will pay on behalf of the additional insured is the injury"caused, in whole or in part, by your acts amount of insurance: or omissions or the acts or omissions of those 1. Required by the contract or agreement;or acting on your behalf in the performance of 2, Available under the applicable Limits Of your ongoing operations or in connection with Insurance shown in the Declarations,, premises owned by or rented to you. However: whichever is less. a. The insurance afforded to such additional This endorsement shall not increase the insured only applies to the extent permitted applicable Limits Of Insurance shown in the by law;and Declarations. b. if coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. I SP 04 48 0713 ©Insurance Services Office, Inc.,2012 Page 1 of 1 o E u O vi u v E > °E O v p � a � E o a 7 E @J L O @J Q1 N C 2 N O O a p U CaJ O � Y N N a-i N n N p x x x O W W. W .0 Ln O n• c0 ro O v c0 V V O O D� D7 Oc0 c0 r+ H O M lD Q1 O O N K 00 al lD Q1 � Q 0 Q1 N 6 Q1 bn a p C C O U a p cL C Ql > v p K vl 6. C O � O Y V E C z O c cu 3 0 p v a 7 o ti In ti N �D O aro n n ti U m a N v v U U U co a p c cu O O Q1 O E Q1 (o � N co N O Q L N � � 7 N Q Vl O a) O O � O O N N �_ v vl > v _ V > i y a Q1 >Q - O Ln m C V F L O _ C � C 7 O_ u Z > Q In O Ul H 0 Q r, ci a N O D 'O lD C 0 O O vl N Q J v) rq N Q1 O N 60 E O U 0 \ cu \ J 0 N {n J H a cu Lu a, In o0 E a c o2S vi O p O p p u a. p C O a z > 7 p p v E O U E O x a 'E = m w m > 2 2 v0 - CITY OF HUNTINGTON. BEACH Professional Service Approval Form PART I RECEIVED Date: 8/17/2016 Project Manager Name: Dahle Bulosan AUG 2 2 2016 Requested by Name if different from Project Manager: Department: Finance PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART/ MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Consultant to provide sales and use tax audit, compliance, and revenue recovery and reporting services for the City of Huntington Beach. 2) Estimated cost of the services being sought: $ 150,000 for three years 3) Are sufficient funds available to fund this contract? ❑ Yes ® No If no, please explain: 4) Check below how the services will be obtained: ® A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. ❑ MC 3.03.08(b) —Other Interagency Agreement procedure will be utilized. ❑ MC 3.03.08 —Contract Limits of$30,000 or less exempt procedure,will be utilized. 5) Is this contract generally described on the list of professional service contracts approved by the City Council? If the answer to this question is "No," the contract will require approval from the City Council.) -�' ® Yes ❑ No Fiscal Servic6s Manag ignature (Purchasing Approval) Date 6) Amount, Business Unit(8 digits) and Object Code (5 digits) where funds are budgeted (Please note that a budget check will occur at the object code level): Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 2016/17 2017/18 2018/19 10035201.69300 $50P00 $50000 $50000 $ $ $ $ $ a T' Date Budget Approval Department Head Sig ature(s) bate Chie Financial Officer Signature ��-Date ssi ant City Manager's Signature Date APPROVEDCftDD /Z— m ity ager's Signature Date sales& use tax svcs prof service approval form- part i 2016.docx REV: February 2015 CITY OF HUNTINGTON BEACH RECEIVED Professional Service Approval Form JUN 22 2017 ' PART II Finance Department Date: 611912017 Project Manager: Dahle Bulosan Requested by Name if different from Project Manager: Jim Slobojan 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 & II MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: Hinderliter, De Llamas, and Associates 2) Contract Number: FIN 2017-05 (Contract numbers are obtained through Finance Administration x 5630) 3) Amount of this contract: $100,000 Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 16/17 17/18 18/19 10035201.69300 $5,000 $50,000 $45,000 $ 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. -7 De batd Fiscal Sery esQanager(Purchasing) Date ( Budget Vanager Approval Signature Date Chief Financial Officer(or designee) Signature Date professional service approval form-part ii 2016 T IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers November 5th, 2018 CONSULTANT: CITY OF HUNTINGTON BEACH, HINDERLITER, DE LLAMAS AND a municipal corporation of the State ASSOCIATES, a California corporation of California By: Mayor l� print name Cily Clerk in ITS: (circle one)Chairman/President/Vice President INITIATED AND APPROVED: AND By: Chief Fi ancial Officer print name ITS: (circle one) Secretary/Chief Financial Officer/ Asst. Secretary—Treasurer APPROVED AS TO FORM: �k '-�. � '+ - City Attorney REVIEWED AND APPROVED: 141A 4�' C' anger 2 CITY OF HUNTINGTON BEACH RECEP LgDo OCT 11 Professional Service Approval Form Zoos Amendment # 1 Office of the City Manager 1. Date Requested: October 10, 2018 2. Contract Number to be Amended: 2017-05 3, Department: Finance 4. Requested By: Gilbert Garcia 5. Name of Consultant: Hinderliter, De Llamas, and Associates 6. Amount of Original/Prior Contract: $100,000 7. Additional Compensation Requested: $220,000 8. Original Commencement Date: June 19, 2017 9. Original Termination Date: June 18, 2020 10. Extended Date Requested: N/A 11. Reason for Contract Amendment: To cover additional recovery fee associated with additional sales tax revenue as a result of in-depth sales and use tax audits. urc sing Approval Signature Date 12. Are sufficient funds available to fund this contract? Yes ❑ No 13. Business Unit and Object Code where funds are budgeted: Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 2018/19 2019/20 10035201.69365 $110000 $110000 $ $ Budg t Approval Signature Date Department ead Signature Date City 0anA94 Approval Signature Date professional service approval form-amendment REV: 2016