AGR-7480 - HINDERLITER, DE LLAMAS AND ASSOCIATESDocuSign Envelope ID: 20372D92-7F24-4EE0-A431)-9FFA9COEFDA3 us
AGR- 7480
SOFTWARE SERVICES AGREEMENT
[Business License Software]
THIS SOFTWARE SERVICES AGREEMENT (the "Agreement") is made at Orange,
California, on this 14 _ day of March, 2Y23 (the "Effective Date") by and between the
CITY OF ORANGE, , a municipal corporation ("City"), and HINDERLITER, DE LLAMAS &
ASSOCIATES ,-a California corporation.("Contractor"), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit "A,"
which is attached hereto and incorporated herein by. reference. As a.. material inducement to .City
to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated
and considered the scope of services and fully understands the difficulties. and restrictions in
performing the work. The services which are the subject of this Agreement are not in.the usual
course of City's business and City relies on Contractor's representation that it is independently
engaged in the business of providing such servicesand is experienced in performing the work.
Contractor shall perform all services in a manner reasonably. satisfactory to -City and in a manner
in conformance with the standards of quality normally observed by an entity providing such
services to a municipal agency. All services provided shall conform to all federal, state and local
laws, rules and regulations and to the best professional standards and practices. The terms and
conditions set forth in -this. Agreement shall, control over any terms and conditions in Exhibit "A"
to the contrary.
Jamey Taulbee, Finance Manager ("City's Project Manager"), shall be the. person to whom
Contractor will report for the performance of services hereunder. It is understood that Contractor's
performance hereunder shall be under the supervision of City's Project Manager (or designee),
that Contractor shall coordinate its services hereunder with City's Project Manager to the extent
required by City's Project. Manager, and that all performances required hereunder by Contractor
shall be performed to the satisfaction of City's Project Manager and the City Manager.
2. Comnensation: Fees: Term.
a. Contractor's total compensation for all services performed under this
Agreement, shall not exceed ONE HUNDRED FORTY-THREE THOUSAND _ SEVEN
HUNDRED TWENTY-TWO DOLLARS and 00/100 ($143,722.00) without the prior written
authorization of City.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
C. The Term of this Agreement is three (3) years (the ".Term"), commencing
on June 1, 2023, and expiring on May 31, 2026 (the "Expiration'Date").
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3. Payment.
a. Payment for services shall be as specified in Exhibit "A."
b., Payment shall constitute payment in full for all services, authorized costs
and authorized extra work.
4.. Change Orders. No payment --for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. - City's Project Manager is authorized to approve a reduction in the
services to be performed and compensation therefor. All amendments shall set forth the changes
of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor
and shall be signed by the City's Project Manager, City Manager or City Council, as applicable.
5. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
6. Independent Contractor. At. all times during the term of. this Agreement,
Contractor shall be an independent contractor and not an employee of City. City shall have the
right to control Contractor only insofar as the result of Contractor's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Contractor shall; at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for furnishing
services pursuant to this Agreement. Contractor shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters relating to the payment of its
subcontractors, agents and employees, including compliance with social security withholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor acknowledges that it and any subcontractors, agents or employees employed .by
Contractor shall not, under any circumstances; be considered employees of City, and that they shall
not be entitled to any of the benefits or rights afforded employees of City, including, but not limited
to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or
health, life; dental, long-term disability or workers' compensation insurance benefits.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity. whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
. 1 8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit "A," shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
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9. Assignment or Subcontracting. No assignment or subcontracting by Contractor.
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or designee.
10. Time of Completion. Except as otherwise specified in Exhibit ."A," Contractor
shall commence the work provided for in this Agreement within five (5) days of the Effective Date
of this Agreement and diligently prosecute completion of the work in accordance with the time
.period set forth in Exhibit "A" hereto or as otherwise agreed to by and between the representatives
of the parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary and incidental to the prosecution of Contractor's work.
12.� Reserved.
13.. Delays and Extensions of Time. Contractor's sole remedy for delays outside its
control, other than those delays caused by City, shall be an extension of time. No matter what the
cause of the delay, Contractor must document any delay and request an extension of time in writing
at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the
length of the delay outside Contractor's control. If Contractor believes that delays caused by City
will cause it to incur additional costs, it must specify, in writing, 'why the delay has caused
additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No
additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above,
absent a written amendment to this Agreement..
14. Products of Contractor. Except as otherwise provided in'Section 14.1, below, the
final documents, studies, evaluations, assessments, reports, plans, citations; materials, manuals,
technical data, logs, files, designs and other products produced or provided by Contractor for this
Agreement shall become the property of City upon receipt. Contractor shall deliver all such
products to City prior to payment for same. City may use, reuse or otherwise utilize such products
without restriction.
14.1 Confidentiality; Software Use and Warranty; Records.
a. Contractor will comply with the requirements of the applicable laws,
ordinances and/or regulations of which it has been informed by City concerning the confidentiality
of tax records.
b. ' As used herein, the term "proprietary information" means all information,
techniques, processes, services or material that has or could have commercial value or other utility
in Contractor's Business, including without limitation: Contractor's (i), software, computer or data
processing programs; (ii) data processing applications, routines, subroutines, techniques or
systems; (iii) desktop or web -based software; (iv) audit, tax or fee collection/administration or
business processes, methods or routines; (v) marketing plans, analyses -and strategies; and (vi)
materials, techniques and intellectual property used. Except as otherwise required by law, City
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must hold in confidence and may not use (except as expressly authorized by this Agreement) or
disclose to any other party any proprietary information provided, learned of or obtained by City in
connection with this Agreement.
C. If access to any software which Contractor owns is provided to City as part
of this Agreement (including, without limitation, if City chooses to subscribe to such software and
reports option as part of the Services) (such Contractor -owned software is, collectively, the
"Software"), Contractor hereby provides a limited, non-exclusive, non -transferable license to City
for the use by such of City's staff as may be designated from -time to time by City and approved
by Contractor in writing to use the Software pursuant to and during the Term of this Agreement.
The Software must only be used by such authorized City staff, and City must not sublicense, sublet,
duplicate, modify, decompile, reverse engineer, disassemble, or attempt to, derive the source code
of the Software. The license granted hereunder.does not imply ownership by City or any of City's
staff of the Software nor any rights of City or any of City's staff to sublicense, transfer or sell the
Software, or rights to use the Software for the benefit of others. City may not create (or allow the
creation of) any derivative work or product based on or derived from the Software or
documentation, nor modify (or allow the modification of) the Software or documentation without
the prior written consent of Contractor. In the event of a breach of this provision (and without
limiting Contractor's remedies), such modification, derivative work or product based on the
Software or documentation is hereby deemed assigned to Contractor. Upon termination of this
Agreement or this Software license, this Software. license will be deemed to have expired and City
must immediately deactivate, cease using and remove, delete and destroy all the Software
(including, without limitation, from City's computers and network). Contractor warrants that the
Software will perform in accordance with the Software's documentation.
d. All final documents, preliminary drafts, communications and any and all
other work product related to the Services and provided by Contractor to City either in hard copy
or electronically are the property of City. - This does .not include any software, programs,
methodologies or systems used in the creation of such work product, nor does it include any drafts,
notes or internal communications prepared by Contractor in the course of performing the Services
that were not otherwise provided to _City in either hardcopy or electronic form, all of which may
be protected by Contractor or others' copyrights or other intellectual property. It is possible that
any documents, drafts, communications or other work product provided to City may be considered
public records under applicable law and/or may be discoverable through litigation. Contractor
may publicly state that it performs the Services for City.
e. Subject to applicable law, Contractor is responsible for retaining all final
documents and other final work product related to the Services for a period of not less than three
(3) years from the date provided to City. Retention of any other documents, preliminary drafts,
communications and any and all other . work product provided to City by Contractor is the
responsibility of City. Contractor has no responsibility to retain any drafts, notes, communications,
emails or other writings created or received by City in the course of performing the Services (other
than the final documents and other final work product related to the Services and provided to City
for the term of years referenced above).
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15.. Equal Employment Opportunity. During the performance of this Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion; sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. _Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include, but not be limited to the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation and selection for training, including apprenticeship.. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth..
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for .employment without regard to race, color, religion, sex, national origin,, mental or.physical
disability, or any other basis prohibited by applicable law.
C. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
.in which Contractorknows or has. reason to know that Contractor; its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code..
Contractor further agrees that it shall not be eligible to work as the design/build firm for the project
that is the subject of this Agreement.
17. Indemnity. ,
a. To the fullest extent permitted by law, Contractor agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City (collectively the "Indemnitees") entirely harmless from all liability arising
out of:
(1) Any and all claims under workers' compensation acts and other
employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's
employees arising out of Contractor's work -under this Agreement, including any and all claims
under any law pertaining to Contractor or its employees' status as an independent contractor and
any and all claims under Labor Code section 1720 related to the payment of prevailing wages for
public works projects; and
(2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission other than a professional act or omission of
Contractor, or person, firm or corporation employed by Contractor, either directly or by,
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independent contract, including all damages due to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services which are the subject of this Agreement, including injury or damage
either on or off City's property; but not for any loss, .injury, death or damage caused by the active
negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall
indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted
against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. To the fullest extent permitted by law, and as limited by California Civil
Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability
arising out of any claim, loss, injury to or death of persons or damage to property to the extent
caused by its negligent professional act or omission in the performance of professional services
pursuant to this Agreement.
C. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third parry indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination.of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Contractor and its successors.
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independent contract, including all damages due to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services which are the subject of this Agreement, including injury or damage
either on or off City's property; but not for any loss, .injury, death or damage caused by the active
negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall
indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted
against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph. -
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all .the
insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
C. Contractor shall maintain during the life of this Agreement, the following
minimum amount of automotive -liability insurance: the greater of (1) a combined single limit of
One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or
available to Contractor. Said insurance shall cover bodily.injury,.death and property damage for
all owned, non -owned and hired vehicles and be written on an occurrence basis.
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d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be. available
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
e. Each policy .of general liability and automotive liability shall provide that
--City, -its officers, officials, agents, and employees are declared to be additional insureds under the
terms of the policy; _but only with respect to the work performed by Contractor under this
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences
that City is an additional insured as a contracting parry. The minimum coverage required by
Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability
insurance that is provided as part of the general or automobile liability minimums set forth herein
shall be maintained for the duration of the Agreement.
f. Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep
such policy in force and effect for at least .five (5) years from the date of completion of this
Agreement. -
g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
. h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten (10) days' prior written notice to City.
i. Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to
conduct the pertinent line of insurance business in California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key .Rating Guide. In the case of
professional liability insurance coverage,. such coverage shall be issued by companies either
licensed or admitted to conduct business. in California so long as such insurer possesses the
aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self -insure the risk and charge Contractor for such
costs and any and all damages resulting therefrom, by way of set-off from any sums owed
Contractor.
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k. Contractor agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance; Contractor shall look solely to its insurance for recovery.
Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor
or City with respect to the services of Contractor herein, a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
1. Contractor shall include all subcontractors, if any, as. insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
review and approval. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
19. Termination. City or Contractor may for, any reason terminate this Agreement by
providing a (30) days' written notice of intent to terminate. Upon receipt of such notice, Contractor
shall immediately cease work, unless the notice from City provides otherwise. Upon the
termination of this Agreement, City shall pay Contractor for services satisfactorily provided and
all allowable reimbursements incurred to the date of termination in compliance with this
Agreement, unless termination by City shall be for cause; in which event City may withhold any
disputed compensation. City,shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
"records") pertaining to the costs of and completion of services performed under.this Agreement.
City and its authorized representatives shall have access to and the .right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3) years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three (3) days' notice from City, and copies thereof
shall be furnished if requested.
21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a "public works," as
that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must
be paid, to the extent Contractor's employees will perform any work that falls within any of the
classifications for which the Department of Labor Relations of the State of California promulgates
prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it,
shall pay not less than the specified prevailing rates of wages to all such workers. The general
prevailing wage determinations for crafts can be located on the website of the Department of
Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract,
Contractor must meet all State registration requirements and criteria, including project compliance
monitoring.
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C. Contractor represents and warrants that it:
(1). Has complied and shall at all. times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders; including, without limitation, the Immigration Reform and . Control Act of 1986.
(IRCA); and - -
(2) Has not and will not -knowingly employ any individual to ,perform
services under this Agreement who is ineligible to work:in the United States or under the terms of
this Agreement; and
(3) Has properly maintained, and shall at all times during the. term of
this Agreement properly maintain, all related employment documentation records including;
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
.employees; and -
(4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form 1-9'.compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration. i
d. -Contractor shall require all subcontractors or.subconsultants to make the
same representations and warranties as set forth in Subsection 21.c.
e. Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide, to the reasonable satisfaction of City, verification
that all such employees are eligible to work in the United States. All costs associated with. such
verification shall be .borne by Contractor. Once such request has been made, Contractor may not
change employees working under this Agreement without written notice to City, accompanied by
the verification required herein for such employees.
f. Contractor shall require all subcontractors or sub -consultants to make the
same verification as set forth in Subsection 2 Le.
g. If Contractor or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal laws to determine the status of such employee, that shall constitute amaterial breach
of this Agreement and may be cause for immediate termination of this Agreement by City.
h. Contractor agrees to indemnify and hold City, its officers, officials, agents
and employees harmless for, of and from any loss, including but. not limited to fines, penalties and
corrective measures City may sustain by reason of Contractor's failure to comply with said laws,
rules and regulations in connection withAhe performance of this Agreement.
22. Governing Law and Venue. This Agreement ,shall be construed in accordance
with and governed by the laws of the State of California and Contractor agrees to submit to the
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jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
23. Integration. This Agreement constitutes the entire agreement of the parties. No
other agreement, oral or written, pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not -be
compensated.
24. Notice. Except as otherwise provided herein; all notices required under this
Agreement shall -be in writing and delivered personally, by e=mail, or by first.'class U.S. mail,
postage prepaid, to each parry at the address listed below. Either parry may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
"CONTRACTOR"
Hinderliter De Llamas & Associates
120 S State College Blvd. Suite 200
Brea, CA 90821
Attn.: George Bonnin
Telephone: (714).879-5000
E-Mail: contracts@hdlcompanies.com
"CITY
City of Orange
300 E. Chapman Avenue
Orange, CA 92866-1591
Attn.: Jamey Taulbee
Telephone: (714) 744-2244
E-Mail: jtaulbee@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all -of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
[Remainder of page intentionally left blank; signatures on next page]
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IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
"CONTRACTOR"
HINDERLITER DE LLAMAS & - -
ASSOCIATE #ia corporation
*By:
Printed Name R-ORTUray
Title: ice President of TecMolpgy
DocuSigned by:
*By. Cary Lott
Printed Name:
Title:COO/Secretary
"CITY"
CITY OF ORANGE, a municipal corporation
DocuSigned by:
By:
Daniel R. Slater, Mayor
ATTEST
F
cuSigned by:
f
Pamela Coleman, City_ C1erk
APPROVED AS TO FORM:
DocuSigned by:
. 5-"'
Mary E. Binning, ity ttorney
*NOTE: City requires the following signature(s) on behalf of the Contractor:
-- (1) the Chairman of the Board, the President or a Vice -President, AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
-- The corporate officer. named in a corporate resolution as authorized to enter
into this Agreement. A . copy of the corporate ' resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
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EXHIBIT "A"
SCOPE OF SERVICES
[Beneath this sheet.].
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SCHEDULE Z
Tax and Fee Administration Services and Fees
Local Tax Software Solution
SCHEDULE Z —This Schedule Z provides the scope of Services and Fees for Consultant's Local Tax Software
Solution pursuant to the Master Services Agreement dated , 2023 ("MSA").
The-MSA includes the main body, of the MSA, this Schedule, and all other Schedules to the MSA. Terms not
-otherwise defined herein have the definitions given to them within the main body of the MSA.
SCOPE OF SERVICES
Consultant will provide -the following Services -relative to .Consultant's local tax software solution.
1. Software Implementation
1.1. Consultant's responsibilities
1.1.1. Project manager - Consultant will provide a project manager (PM) to guide the software
implementation process. The primary responsibility for the Consultant PM is to ensure
successful and timely completion of each step of the software implementation schedule. The
Consultant PM will work closely with the Client's designated project manager to define the
software implementation schedule, identify Client needs and configure the software accordingly,
validate the data conversion, and provide user training.
1.1.2. IT support - Consultant will provide a dedicated IT staff member to provide IT support during
the software implementation process.
1.1.3. Management support Consultant will assist the Client in evaluating current policies and
procedures in order to enhance operational efficiency. This may include suggestions to redesign
forms/reports, implement new processes, or adopt new strategies for improving communication
with the business community and other Client departments.
1.1.4..Training - Consultant will provide software training for Client users .as defined in the fees
schedule. The timing., size and participants of each training session will be determined by the
Consultant's and Client's PMs.
1.1.5. Software documentation - Consultant will provide Client with access to digital copies of
available software documentation. The Client may use the software documentation materials as
needed for internal use only. The software documentation contains proprietary and confidential
information, and as such is bound by the confidentiality portion of.this agreement. The software
documentation may not in any circumstances be distributed to any 3rd party or.any individual
that is not a current Client staff member responsible for using or maintaining the software.
1.2. Client's responsibilities
1.2.1. Project manager Client will designate a staff member to serve as the Client's project manager
(PM). This individual must be intimately involved in the daily business processes which the
software will automate, and be empowered to make, or quickly secure from management,
decisions required for the configuration and implementation of the software. The primary
responsibility for the Client PM is to ensure that all Client responsibilities during the software
implementation process are met according to the agreed upon software implementation schedule.
The Client PM will be instrumental in the successful implementation of the.software; working
closely with the Consultant PM to verify data conversion, review and approve reports; establish
business rules, and confirm configuration and behavior of the software.
1.2.2. IT support - Client will designate an IT staff member to work with Consultant staff throughout
the software implementation process. This individual must be knowledgeable about the Client's
computing environment and be authorized to access any equipment or services required for
proper access to and operation of the software.
1.3. Data Conversion - Consultant will convert the Client's existing data as provided by Client. Client
agrees to provide its current data in a format agreed upon by Consultant and Client. Acceptable
formats include Microsoft SQL Server backup file, Excel, Access, and ASCII delimited text file.
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Client will provide all available documentation to assist with identifying the contents of the data files,
including but not limited to file layout documentation, database ,schema, and screenshots from five
(5) sample accounts. Client will provide the data a minimum of two times during the conversion
process.. Client understands that the second (and any subsequent) data must be provided in the same
format and layout as the first data set. Any inconsistencies between the first and final data sets will
result in a delayed installation date and additional charges for conversion.
1.4. Schedule — The default timeline for software implementation (including "Go Live") is approximately
60 days from receipt of initial discovery materials. When -the Agreement is signed- by all parties;
Consultant will immediately work with the Client to establish a defined implementation schedule
which is agreeable to both Client and Consultant:
2. Software Hosting Services -.Consultant's hosting services offload the majority of IT concerns to
Consultant's hosting team; including system upgrades, hardware and software maintenance, database
management, and disaster recovery. Client -will be responsible for maintaining its workstations and -a
reliable internet connection. Consultant will handle the rest. Website functionality will be hosted using a
Client specific sub -domain on Consultant's special purpose hdlgov.com domain.
2.1. Workstation Specifications — Workstations will access the software through a remote application
session with Consultant's hosting service. 'All workstations require 4+GB Memory, 1280x1024
screen resolution; and MS Windows 7/8/10 operating system.
2.2. Network Specifications — Consultant's hosted service requires .reliable, high speed internet
connectivity., High-speed local area network connections are always helpful, but the service will also
run without difficulty over slower WAN connections such as T 1 or mobile broadband.
2.3. Printer Specifications - The software is designed to work with laser printers. A PCL compliant laser
printer is recommended. Each make and model of printer has different drivers and therefore has
slightly different results when printing. We design forms/reports using HP LaserJet printers.
3. Software Support
3.1. Client Support - Consultant will provide Client's users no charge support by telephone, :email and
the web during the term of this Agreement. In the United States support is available as follows: For
customer support between the hours of 8:00 am and 5:00 pm Pacific time, Monday through Friday,
email support(whdlcompanies.com or call (909) 861-4335 and ask for software support. For urgent
off hours support before 8:00 am or after 5:00 pm Pacific time, Monday through Friday (or anytime
Saturday), email 911(a,hdl6ompanies.com and Consultant's on call support personnel will be notified.
Please only include your name, agency and contact # in emails to 911(a,hd1companies,com. You will
be contacted as soon as possible.
3.2. Response Time — In the event that Client encounters an error and/or malfunction whereby the
software does not conform to expected behavior in accordance with the software design, Consultant
will assign one of the following severity levels and render support services in a timely manner
consistent with the urgency of the situation.
3.2.1. Severity Level 1— a critical problem has been encountered such that the software is essentially
inoperable and without a reasonable workaround. Consultant will respond within one (1)
business hour to diagnose the problem. A response is defined as an email or call to the Client's
designated support contact. Consultant and Client will work diligently and continuously to
correct the problem as quickly as possible.
3.2.2. Severity. Level 2 — a problem has been encountered that does not prevent use of the. software,
but the software is not operating. correctly. Consultant will diagnose the problem within 48 hours
and advise Client of any available work -around. Upon Consultant's confirmation that the
software is not operating correctly, Consultant will provide a software_ update to repair the defect
and confirm. with Client that the update resolved the issue.
3.2.3. Severity Level 3 — a minor problem has been encountered. The software is usable but could be
improved by correction of a minor defect or addition of a usability enhancement. HdL will assess
the request within fifteen (15) business days and, depending on priorities,, schedule a software
update for a future release, advise City that the request will not be implemented, or offer the
option of implementing the request as a custom software enhancement at additional cost.
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3.3. Support Policy Regarding Reports - Consultant will assist with modifications to reports as needed
during the term of this agreement. Typical report modifications require 7 to 10 business days to
complete. Very complex reports or reports required in a very short time frame may incur development
costs, in which case an estimate will be provided for approval before the work is begun.
3.4. Software Upgrades - Except to the extent that upgrades of the software include new modules or
features not previously offered as part of the software as of the date hereof, Client is entitled to
upgrades of the software within the terms of this Agreement.. Though rare, additional costs'may apply
depending on the- extent of the upgrade. Potential additional costs_ include- training, consulting,
configuration, or other requested services.
3.5.. Out of Scope Support Client agrees to pay additional hourly fees according to. Consultant's then
current hourly rates if the Client desires Consultant's assistance for matters which are not caused by
any defects in Consultant's software.
4. Online Payment Processing — Consultant's software includes PCI compliant payment gateway
services powered by FIS Global, which supports both credit card and eCheck transactions. If a different
payment gateway is required -there will be an initial programming cost to establish the custom payment
gateway integration, and increase to the annual software use fee for continuedsupport of the custom
integration. Costs will be determined dependent on the integration requirements and API documentation.
4.1. Payment Processing - Consultant shall provide its Services to support payments remitted to Client.
Consultant shall transmit transactions for authorization and settlement through Consultant's certified.
payment processor. Funds for transactions processed by Consultant hereunder shall be submitted to
Client's designated bank account as follows: (i) no more than two (2) business banking days after all
Transactions (other than electronic Check Transactions) that are successfully processed prior to 5:00
p.m. ET on each business banking day (e.g., a Transaction authorized at 2:00 p.m. ET on Monday
will be submitted on Wednesday; a Transaction successfully processed at 8:00 p.m: ET on Monday
will be submitted on Thursday); and (ii) no more than five (5) business banking days for all electronic
Check Transactions that are successfully processed prior to 5:00 p.m. ET on each business banking
day. Consultant makes no representation or warranty as to when funds will be made available by
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3.3. Support Policy Regarding Reports - Consultant will assist with modifications to reports as needed
during the term of this agreement. Typical report modifications require 7 to 10 business days to
complete. Very complex reports or reports required in a very short time frame may incur development
costs, in which case an estimate will be provided for approval before the work is begun.
3.4. Software Upgrades - Except to the extent that upgrades of the software include new modules or
features not previously offered as part of the software as of the date hereof, Client is entitled to
upgrades of the software within the terms of this Agreement.. Though rare, additional costs'may apply
depending on the- extent of the upgrade. Potential additional costs_ include- training, consulting,
configuration, or other requested services.
3.5.. Out of Scope Support Client agrees to pay additional hourly fees according to. Consultant's then
current hourly rates if the Client desires Consultant's assistance for matters which are not caused by
5— ......b
Check acceptance and assumes sole responsibility for the choice of controls.
4.4:2. Consultant shall provide confirmation on a submitted ABA number as part of the Service to assist
Client with the decision whether to accept a Check and shall route accepted Checks.
4.4.3. Client hereby authorizes Consultant to debit the Client's financial institution account in the
amount of any returned item that is received by Consultant.
4.5. Client Responsibilities '
4.5.1. As a condition to its receipt of the Service, Client shall execute and deliver any and all
applications, agreements, certifications or other documents required by Networks or other third
parties whose consent or approval is necessary for the processing of Transactions. `.`Network" is
an entity or, association that operates, under a common service mark, a system which permits
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participants to authorize, route,. and settle Transactions among themselves, including, for
example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American
Express, and Discover.
4.5.2. Client represents, warrants, and agrees that it does and will comply with applicable Laws and
regulations .and Network rules, regulations or operating. guidelines. Client shall notify.
Consultant in writing as soon as possible in the event a claim is either threatened or filed against
Client by any governmental organization having, jurisdiction over Client or a Customer related
to the Service. Client shall also notify Consultant in writing as soon as possible in the event a
claim is either threatened or filed against Client relating to Transactions or the Services or a fine
or other penalty is assessed or threatened relating to Transactions or the Services.
4.5.3. Client represents, warrants and agrees that it is and will continue to be in full compliance with
all applicable requirements of the Client Information Security Program of VISA, the Site Data
Protection Program of MasterCard, and similar ,programs of other Networks, and any
modifications to such programs that may occur from time to time. Upon the request of
Consultant, Client shall provide Consultant with documentation reasonably satisfactory to
Consultant verifying compliance with this_ Section.
4.5.4. Client hereby grants Consultant the full right, power and authority -to request, receive and review
any Data or. records reflected in a Transaction report. Client represents and warrants. that it has
the full right and authority to grant these rights.
FEES
5. Pricing Adjustments — All pricing listed in this Schedule will be honored during the first twelve months
of software services. Any additional/optional services needed after this period will be provided using
Consultant's current pricing schedule at the time the service is requested.
6. Software Services
r, I nnP Time Cncte
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participants to authorize, route,. and settle Transactions among themselves, including, for
example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American
Express, and Discover.
4.5.2. Client represents, warrants, and agrees that it does and will comply with applicable Laws and
regulations .and Network rules, regulations or operating. guidelines. Client shall notify.
Consultant in writing as soon as possible in the event a claim is either threatened or filed against
Client by any governmental organization having, jurisdiction over Client or a Customer related
to the Service. Client shall also notify Consultant in writing as soon as possible in the event a
claim is either threatened or filed against Client relating to Transactions or the Services or a fine
or other penalty is assessed or threatened relating to Transactions or the Services.
4.5.3. Client represents, warrants and agrees that it is and will continue to be in full compliance with
all applicable requirements of the Client Information Security Program of VISA, the Site Data
conversion
Travel Expenses TBD At Cost f
I
Training —1 day Included Additional days available at $2,000/day
TOTAL (' $80,700.60 Total one-time costs
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6.1.1. Software License Fee —Fee includes use of the software by the specified number of users and
all standard forms. and reports. Additional user licenses are available for $2,000.00 license fee
plus $1,000 annual software use fee.
6.1.2. Data Conversion — Fee includes two (2) conversions of Client data. The first for the pre -install
environment used for testing and training, and the second at. go -live. Additional conversions can
be performed, upon request, at a cost of $3,500.per conversion. Abnormally complex conversions
or very.poor data quality may require additional effort, which will be charged at the' developer ...
hourly rate. - - -
6.1.3. Travel Expenses — Travel and lodging expenses are billed at cost and apply to all meetings;
including process, pre -installation, installation, training, and support. Consultant is dedicated to
conserving public funds, and ensures any travel costs are required and reasonable.
6.1.4. Customizing Services = Consultant's software is a customizable off the shelf system (COTS),
-and has been designed to meet all common needs of municipalities. Should the need occur,
Consultant .is available to provide custom enhancements to the software on a time and material
basis. No work shall be performed without prior written approval of Client.
6.2. Recurring Costs
Item Price Comments
Software Use and HdL Hosting Fee
Authorize:net Payment Gateway
Transient Occupancy Tax Module
TOTAL RECURRING COSTS
00
Due at Prime.core system "Go Live"..
Renewed annually +CPl.'6 remote user
licenses included.
Renewed annually +CPI
$1,500.00 Renewed annually -;-CPI
$19,040.00 Renewed annually + CPI
6.2.1. Software Use Fee — Software Use Fees are billed annually, and provides for ongoing customer
support and updates to the software.
6.2.2. Hosting Services — The fee for software hosting services is billed annually in advance, along
with the software use fee.
6.2.3. CPI — Recurring costs will be increased as of January 1st of each calendar year with reference
to the 12-month percent change in the most recently published annual Consumer Price Index for
All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics
(the "CPI Change"). Each annual increase in the Fees will be equal to the greater of two percent
(2%) or the actual CPI Change and the lesser of ten percent (10%) or the actual CPI Change. For
example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI
Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%,
then the annual increase will be 10%.
7. Payment. Processing Services _ Consultant will configure payment processing services to utilize either a
taxpayer funded model (convenience fee) or Client funded interchange pass -through model. Client may
switch between these models upon written request to Consultant.
7.1. Taxpayer funded model - Client authorizes, Consultant to collect each convenience fee.
Item. Price
Credit and Debit Cards processing 2.9%, minimum of $2 00
ACH/eCheck processing $1.25 per transaction
Payment Account Hosting and Maintenance $35:00 per month`
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ACH/eCheck Returns $0
Cha►gebacks $0
7.2. Client funded interchange pass -through model.
Item Price
Credit and Debit Cards processing 2.9%+ $0.30. per transaction
ACH/eCheck processing $0.50 per transaction��
Payment Account Hosting and Maintenance $35.00 per mo
ACH/eCheck Returns 110.00 per event
Chargebacks $25.00 per event
7.3. Fees do not include expenses, late fees or charges, or taxes, all of which shall be the responsibility of
Client. In addition to the charges specified, Client shall be responsible, for (a) all interchange and.
network provider. fees, (b) all dues, fees, fines and assessments established and owed by Client to Visa .
and/or Mastercard, (c) for all costs and fees associated with changes to ATM protocol caused by
Client's conversion to the Services, and (d) any increase in postage charges,.provided that any increase
in charges resulting from (a) through (d) shall not exceed the actual increase incurred by Consultant.
7.4. Consultant reserves the right to review and adjust all Client and convenience fee pricing on an annual
basis in June. This adjustment may be consistent with the then most recent ECI adjustment or three
DocuSign Envelope ID: 20372D92-7F24-4EEO-A43D-9FFA9COEFDA3
ACH/eCheck Returns $0
Cha►gebacks $0
7.2. Client funded interchange pass -through model.
Item Price
Credit and Debit Cards processing 2.9%+ $0.30. per transaction
ACH/eCheck processing $0.50 per transaction
services shall be invoked and, due within 30 days of the invoice date.
8.2. Any travel and lodging expenses are billed at cost as they are incurred. Such expenses shall be due
within 30)days of the billing date.
8.3. Recurring software costs will be invoiced each year on the anniversary of the effective date of the .
Agreement, and shall be due within.30 days of the invoice date.
8.4. Payment processing• service fees are invoiced monthly for the prior month's activity, and shall be due
within 30 days of the invoice date.
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IN WITNESS WHEREOF, the parties hereto have entered into this Schedule Z to the MSA through
their duly authorized representatives as of , 2023.
Hinderliter De Llamas & Associates (HdL) City of Orange, CA
By: By:
Its:
Its:
a
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SCHEDULE D
Business License Tax and Fee Compliance Services and Fees
SCHEDULE D — This Schedule D provides the scope of Services and Fees for. business license tax and fee
compliance services pursuant to the Master Services Agreement dated , 2023 ("MSA').
The MSA includes the main body of the MSA, this Schedule, and all other Schedules to the MSA. Terms not
otherwise defined herein have the definitions given to them within the main body of the MSA.
SCOPE OF SERVICES
Consultant will provide the following business license tax compliance services.
1. Compliance Services: 1) Identify and register businesses which are subject to licensure or taxation, 2)
collect known debt as pertains to business license or tax, and 3) identify under -reported tax liability.
1.1. Discovery Services
1.1.1.Develop a list of businesses subject to Client licensure or taxation.
1.1.2.Notify non -compliant businesses of their options to comply or dispute their non -compliant status.
Notification and support to businesses will be facilitated through the website, mail, email, phone
and fax.
1.1.3.Review information and forms submitted by the business for completion and accuracy, inclusive
of any additional required documentation (i.e. Tome occupation permit). All submissions are
filed and stored electronically and made available to Client upon request.
1. 1.4. Provide businesses with detailed invoicing and options to pay via website, mail, and phone.
1.1.5.Remit revenue to Client no less than monthly, along with all business applications and any
additional documentation.
1.2. Collection Services
1.2. 1. Identify businesses subject to Client licensure or taxation which have known debt to Client and
have failed to pay within an appropriate time frame.
1.2.2.Notify businesses of their options to comply or dispute their non -compliant status.
1.2.3.Provide businesses with detailed invoicing and options to pay via website, mail and phone.
1.2.4.Remit revenue to Client no less than monthly.
1.3. Audit Services
1.3.1. Identify potential under -reporting and/or misclassified businesses. .
1.3.2.Audit businesses mutually agreed to by Client and Consultant that are identified as potential
under -reporting businesses.
1.3.3. Submit audit summaries to Client and discuss further actions.
1.3.4.Educate businesses on proper reporting practices.
1.3.5..Invoice and collect identified delinquencies.
2. Online Payment Processing — Consultant's services include PCI compliant payment processing services
powered by FIS Global, which supports both credit card and eCheck transactions.
2.1. Client Responsibilities
2.1.1.As a condition to its receipt of the Service, Client shall execute and deliver any and all
applications, agreements, certifications or other documents required by FIS Global; Networks or
other third parties whose consent or approval is necessary for the processing of Transactions by
FIS Global. "Network" is an entity or association that operates, under a common service mark,
a system which permits participants to authorize, route, and settle Transactions among
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themselves, including, for example, networks operated by .VISA USA and Mastercard, Inc.,
NYCE Corporation, American Express, and Discover.
2.1.2.Client hereby grants Consultant the full right, power and authority to request, receive and review
any Data or records reflected in a Transaction report. Client represents and warrants that it has
the full right and authority to grant these rights..
FEES
3. _ Compliance Services
3.1. Fees for performing compliance Services apply to all monies received. for the current tax/iicense
period and any other prior period collected (including monies received. for taxes, penalties, interest,
and fees).
3.1.1.Fees for performing discovery Services shall be a contingency Fee of 40% of the revenues
received as a result of the Services.
3.1.2.In the event that Client discovers a non -compliant business and reports the business to Consultant
(including a calculation of all ,taxes/fees due), Consultant will categorize the business as a
collection service effort and thus apply the lower collection Services contingency Fee rate.
3.1.3.Fees for performing collection Services shall be a contingency Fee of 25% of the revenues
received as a result of the Services.
3.1.4.Fees for performing audit Services shall be a contingency Fee of 40% of the revenues received
as a result of the Services.
3.2. Consultant recognizes Client's authority to waive or reduce the tax/fee debt of a business. Should
Client decide to do so for a business whose deficiency was identified byConsultant, Consultant shall
be entitled to compensation in the amount of one half (1/2) of the Fees Consultant would have
otherwise earned. Deficiencies which are uncollectable due to insolvency or dissolution of the
business, or for deficiencies which are otherwise incapable of collection (i.e. statute of limitation or
other legal defense) shall not be considered a Client voluntary election to waive, and thus, Consultant
would not be entitled to compensation related thereto under this provision.
3.3. Fees related to travel and lodging expenses are billed at cost and applied to all meetings (including
implementation, training, operations; and support). Travel expenses only apply to out of scope travel
and must therefore be pre -approved by Client.
3.4. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be
netted out of Client's monthly revenue disbursement. Client will submit payment for any balance due
to Consultant within 30 days of receiving the invoice.
4. Payment Processing— Consultant will configure payment processing services to utilize either a taxpayer
funded model (convenience fee) or Client funded model, as directed by Client. Client may switch between
these models upon written request to Consultant. Fees for each of these payment processing models are
detailed here.
4.1. Taxpayer funded model Client. authorizes Consultant to collect each convenience fee from the
taxpayer at time of payment.
4.1.1.Credit and debit card processing —.2.9% of transaction amount, minimum of $2.00
4.1.2.ACH/eCheck processing - $1.25 per transaction .
4.2. Client funded
4.2.1. Credit and debit card processing — 2.9% of transaction amount
4.2.2.ACH/eCheck processing - $0.50 per transaction
4.3. Returned payments/NSF fee —.Each occurrence of a card chargeback,- returned payment or insufficient
funds will incur a fee of $25.00, to be applied to the taxpayers account.
4.4. Consultant reserves the right to review and adjust pricing related to payment processing services on
an annual basis. Consultant will communicate any such adjustment to Client in writing, with 60 days
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advance notice. Items that will be considered in the review of fees may include, but are not limited
to: regulatory changes, card association rate adjustments, card association category changes,
bank/processor dues and assessments, average consumer payment amounts,. card type, utilization, and
costs of service.
IN WITNESS WHEREOF, the parties hereto have entered'into this Schedule D to the MSA through
their duly authorized representatives as'of , 2023.
CONSULTANT: CLIENT:
Hinderliter De Llamas & Associates (HdL) City of Orange, CA
Un
Its:
I
LIM
Its:
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