HomeMy WebLinkAboutAGR-7924 - HINDERLITER, DE LLAMAS, & ASSOCIATES - TAX ADMINISTRATION SERVICESDocusign Envelope ID:76DGED08-AA4A-4119-A65A-EF823204E87A
AGR 3090. 1>
PROFESSIONAL SERVICES AGREEMENT
AGR-7924
Tax Administration Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this 27th day of January , 2026 (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 services and 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.
Trang Nguyen, Finance Director("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 his/her
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. Compensation and Fees.
a. Contractor's total compensation for all services performed under this
Agreement, shall not exceed THREE HUNDRED FIFTY-SIX THOUSAND TWENTY-FIVE
DOLLARS and 00/100 ($356,025.00).
b. The above compensation does not apply to compensation for services which
are billed on a contingency fee based on revenue recovered, or to payment processing services
which are billed according to usage
c.As specified in Exhibit"A",the total compensation is estimated as follows:
Business license administration for $323,000 based on an estimated 19,000 business licenses at
17 each,plus annual increase based on March CPI-U. Short-term rental(STR)administration for
2,125 based on 125 STRs at $17 each, plus annual increase based on March CPI-U. Transient
Occupancy Tax(TOT)administration&audit for$20,900 based on an estimated 22 hotels @$950
Docusign Envelope ID: 76DCED08-AA4A-4119-A65A-EF823204E87A
each. One-time implementation for all three services of$10,000. Annual amount is subject to
change based on the annual March CPI-U increase for business license and short term rental
administration.
d. 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.
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
c.City will pay Contractor the amount invoiced within thirty (30) days after
the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Chance 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
2
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
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.
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.
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 his/her 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)years with two(2)optional
years 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. The documents, studies, evaluations, assessments,
reports,plans, citations, materials, manuals, technical data, logs, files, designs and other products
3
Docusign Envelope ID: 76DCED08-AA4A-4119-A65A-EF823204E87A
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. 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.
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 Contractor knows 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.
17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify 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
4
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
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 of Contractor, or person, firm or corporation
employed by Contractor, either directly or by 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. Notwithstanding anything to the contrary,in no event will Contractor
be (a) liable for claims, liabilities or damages (i) that could not reasonably have been foreseen
upon entry into this Agreement; (ii) arising from any action or inaction by Contractor in response
to specific direction from City; (iii) in connection with any City monies not collected by
Contractor;nor(iv)in connection with the issuance,non-issuance or revocation of any registration,
license, permit, or exemption; nor (b) required to provide a defense in connection with any
indemnification or hold harmless provisions under this Agreement.
c.Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party 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.
18. Insurance.
a. Contractor shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Contractor understands that it
is an independent contractor and not entitled to any workers' compensation benefits under any
City program.
5
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
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.
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 party. 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
6
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
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.
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.
I.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 may for any reason terminate this Agreement by giving
Contractor not less than forty-five (45) 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.
7
Docusign Envelope ID: 76DCED08-AA4A-4119-A65A-EF823204E87A
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.
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 I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
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 21.e.
8
Docusign Envelope ID: 76DCED08-AA4A-4119-A65A-EF823204E8TA
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 a material 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 with the 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
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 party at the address listed below. Either party 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" CITY"
Hinderliter, De Llamas &Associates City of Orange
120 S State College Blvd., Suite 200 300 E. Chapman Avenue
Brea, CA 92821 Orange, CA 92866-1591
Attn.: HDL Contracts Attn.: Trang Nguyen
Telephone: (714) 879-5000 Telephone: (714)744-2235
E-Mail: contracts@hdlcompanies.com E-Mail: nguyent@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 electronically shall have the same effect as original signatures.
Signatures on next page]
9
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
Docusign Envelope ID:FF3C45A2-B61D-470E-8BEB-D3DB94E03B55
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CONTRACTOR" CITY"
HINDERLITER, DE LLAMAS & CITY OF ORANGE, a municipal corporation
ASSOC TOs&c4liforniqnct.4rporation DocuSigned by:
r -1 '-
By: D4C88281787e4i ...
Printed Name: Robert Gray ari etek7.7fal7er, Mayor
Title: Vice President
DocuSignedby: ADS
By: 744, Pam. ATTEST:
D13OEE7C2A4A2...
Printed-Warne: Richard Park Signed by:
Title: C:F()
due to a trasA...
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
DocuSlgned by:
I attha`lie Aaourian, City Attorney
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.
10
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
EXHIBIT "A"
PROPOSAL & GENERAL SCOPE OF SERVICES
Beneath this sheet.]
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
t f
Tax & Fee Administration Services
October 15, 2025
FidL° Companies
SUBMITTED BY CONTACT
HdL Companies Connor Duckworth
120 S. State College Blvd., Suite 200 T: 714-879-5000
Brea, CA 92821 E: cduckworth@hdlcompanies.com
hdlcompanies.com
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
Thank you for the opportunity to present this proposal for HdL's Services:
Business License Administration
TOT Administration &Audits
STR Administration
BL Tax Study
Please be advised that we maintain a busy implementation schedule throughout the year. Your position in
the implementation schedule will be determined when a signed agreement is received.
This proposal is valid until: December 31, 2025. Should you have any questions, please contact me at
888.861.0220 or by email at cduckworthCc hdlcompanies.com.
Tax and Fee Services
Service Compensation
Business License Tax Administration 17.00/processed account + CPI
TOT Administration, Includes Audits 950.00 per/year, per location + CPI
STR Administration 17.00/processed account + CPI
Implementation Fee (One-time bundled 10,000.00
cost)
BL Tax Study 50,000
Payment transactions are subject to typical payment processing and returned payment fees. HdL supports
both agency funded(fees paid by City)and convenience fee(fees paid by taxpayer)models.
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
HDL TAX ADMINISTRATION SERVICES
General Scope of Services
The Tax Administration Service provides a turnkey approach for local governments that need
assistance with administering taxes. Our team of experts can manage all or parts of the business
tax operations conducted by the City. When combined with the Compliance Management
services,the City receives the benefit of increased revenues and superior customer service,while
reducing internal costs and gaining efficiencies.
HdL will transfer the City's existing databases as they relate to tax into HdL's internal
administration tools. HdL will maintain the data and provide access to or copies of data or reports
at the City's request. While access to online systems will be available for the City to use at their
discretion, the City will not be required to use or maintain any software in house for managing the
registry.
Renewal Processing — Send active accounts a renewal notice within 45 days of the renewal
period ending. Accounts will receive all applicable forms necessary to complete the renewal
process.
New Account Processing — HdL will process any new applications and complete the new
account registration process in a timely fashion. HdL will also facilitate intra-city departmental
approvals such as zoning, code compliance, fire inspection, and other regulatory related
functions.
Delinquent Account Processing — HdL will endeavor to collect delinquent accounts through a
series of City approved processing methods. This will include at minimum two follow up delinquent
notice and up to two telephone calls. Delinquent accounts will be collected with full penalties as
allowed by the Municipal code or through current City practices. Accounts that remain delinquent
will be processed through the City approved processes established in HdL's collections
component of the Compliance Management Program.
On-Line Filing & Payment Processing —HdL registers a City approved domain name which will
serve as the starting point for all web-based activities. This City specific site is designed to look
and feel like the City's own web pages and ensures a level of continuity between the business
community, the City, and HdL.
With HdL Flex File, businesses can choose to file their new business registration as well as renew
their license and make payments via our on-line filing portal. In addition to filing and paying for
taxes, businesses can obtain copies of applications, general support and FAQs, schedule
appointments and request copies of their tax registration all with the click of a button. Our on-line
services underscore HdL's commitment to excellence in customer service and education by
continually improving the registration and payment experience for the business community.
Payment Posting/Processing—HdL will process all payments received in an expedited manner.
License accounts will be updated daily with payment information and revenues to be disbursed
to the City net applicable fees at an interval to be agreed to during the project planning phase.
Disbursements typically occur monthly but can be remitted as often as weekly depending on
volumes and City needs. HdL's payment acceptance process accepts the following payment
types:
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
Check/ Money Order/Cashier's Check
E-Check
Debit Cards
s7 Credit Cards (Visa, Mastercard, Discover, &American Express)
Check by Phone
HdL currently utilizes multiple payment gateway providers for on-line payment acceptance. HdL
will work with the City to determine which provider, rate structures, and card types meet the City's
needs. HdL can also utilize the same provider and process used by the City's current on-line
functionality.
Business Support Center — HdL will provide businesses with multiple support options for
registering, renewing, making payments and for general inquiries. A toll-free number will be
provided to businesses in order to access one of our license specialists Monday-Friday 8:00am
to 5:00pm Pacific. Businesses will also have access to support via, e-mail, fax, and via the
Business Support Center On-Line. HdL constantly monitors quality control points to ensure
courteous customer service, minimal hold times under 2 minutes, and the return of voice
messages the same business day.
TRANSIENT OCCUPANCY TAX ADMINISTRATION
General Scope of Services
HdL's transient occupancy tax administration service goes beyond scheduled cyclical audits,
providing compliance monitoring of each return as it is filed while unburdening the City from the
day-to-day administration of the TOT revenue program. Continual monitoring of returns is the
optimal way to increase compliance while maintaining positive relations with the City's lodging
providers.
The program is education focused, ensuring that lodging providers are clear on reporting
requirements and methodology. HdL's tax administration professionals are available as needed
to support both the City's team and the City's lodging providers. The City is kept up to date, with
24x7 online access to HdL's client portal containing real time access to registration and filing data,
and management reporting. HdL's TOT administration service incorporates all of the following:
Tax Registration Database Management — HdL will transfer the City's existing databases as
they relate to TOT into HdL's internal administration tools. HdL will maintain the data, software,
online filing portal for lodging providers, and online client portal for the City.
Return Processing — HdL will process TOT filings within 5 days of submission. Accounts will
receive all applicable forms necessary to complete the renewal process.
New Account Processing — HdL will process any new TOT registrations for Lodging
Establishments that change hand or newly offered properties.
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
Payment Posting / Processing — HdL will process all payments made for new and existing
lodging providers. Accounts will be updated with payment information and revenues will be
remitted to the City net HdL's fees on no less than a monthly basis.
On-Line Filing & Payment Processing — With input from the City, HdL crafts a customized
website and domain for the City's taxpayers to submit online forms, returns, and payments along
with other customer support related items.
Compliance Monitoring & Lodging Provider Audits — HdL will ensure accurate filings of TOT
returns by consistently monitoring returns and educating lodging providers on filing requirements.
HdL will also provide cyclical compliance audits as mutually agreed to by the City and HdL,
ensuring all providers are audited at least once every three years. The compliance audit process
is described above in Option 1.
Reports— HdL's TOT administration service includes a variety of standard reports demonstrating
account activity and filing trends. During service implementation HdL will work with the City to
identify reporting requirements and frequency/method of delivery and will supplement our
standard service with custom reports as needed to meet the City's requirements.
Progress Payments — HdL's TOT administration service is billed monthly based on activity
completed during the prior month. If standalone audits are conducted, they are billed only upon
completion of the audit.
Customer Support Center— HdL will provide lodging providers with multiple support options for
registering, filing returns, making payments and for general inquiries. A toll-free number will be
provided to businesses in order to access one of our tax specialists. Lodging providers will also
have access to support via e-mail, fax, and the online Business Support Center.
Annual Audit Plan — During implementation, HdL gathers all the historical data available from
the City and leverages internal data sources and expertise to provide an analysis of all lodging
providers, along with a recommended audit schedule. This allows HdL to work cooperatively with
the City to identify the entities that require attention first. HdL works directly with the City to ensure
consensus on the audit schedule for the program.
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
BUSINESS LICENSE TAX ORDINANCE/FEE STUDY
Objective: We will provide you with the analysis and recommendations needed to make a
confident decision about changing your business license tax structure.
Current Tax System Analysis
We will analyze your existing business tax registration database to establish a clear baseline.
This analysis will:
Compile data on registered businesses, current tax revenues, and business categories
Identify key patterns and trends in your tax base
Review performance among your top 100 tax contributors
Assess how your current system supports general service delivery funding
Competitive Environment Assessment
To help you understand how proposed changes would affect your competitive position, we will:
Select three comparable jurisdictions for analysis (subject to your approval)
Compare key financial and economic metrics between your jurisdiction and the
comparison cities
Analyze how your current tax structure affects business competitiveness
Model the revenue and competitive impacts of adopting tax rates from comparison
jurisdictions
Test these impacts on a representative sample of your businesses
Tax Structure Options and Impact Analysis
Working with your staff, we will develop alternative tax structure options that are reliable,
equitable, and tailored to your community's needs. For each option, we will:
Provide clear justification for the proposed business classification structure
Calculate estimated impacts on key businesses and industries in your jurisdiction
Analyze how tax payments would change for different business types
Assess equity outcomes across your business community
Compare projected revenues against comparison jurisdictions
Model revenue changes for your top 100 contributors
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
Create visual representations of proposed tax rates
Decision Support Analysis
To give you confidence in your final decision, we will:
Clearly present the trade-offs between maintaining your current system and adopting
proposed changes
Assess how each option supports your general service delivery funding goals
Key Staff Update Meetings
To ensure efficient project management and keep you informed at critical decision points, we
will conduct five structured meetings with your key staff:
Project kickoff meeting: Confirm data availability, finalize comparison jurisdictions, and
establish project timeline
Baseline analysis meeting: Present current tax system analysis and competitive
assessment findings
Options development meeting: Review preliminary tax structure alternatives and
gather staff input
Impact analysis meeting: Present detailed impact analysis for each option and discuss
trade-offs
Final recommendations meeting: Review final analysis and recommendations before
report completion
These focused meetings will keep the project moving efficiently while ensuring your team has
the information needed for confident decision-making.
Optional Council Presentation
Upon request, we will present the study's findings and recommendations to your City Council via
virtual presentation. This optional service includes:
A concise presentation of key findings, competitive analysis, and recommendations
Visual presentation of proposed tax structure options and their impacts
Response to Council questions about the analysis and recommendations
Support for Council's decision-making process on proposed changes
Deliverables
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
PowerPoint presentation summarizing findings, impacts, and recommendations
Comprehensive draft staff report with detailed analysis, implementation guidance, and
justification for recommendations
Pricing
The fee is $50,000, 50% due at the time of agreement execution, and 50% due upon delivery of
the final deliverable.
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
EXHIBIT "B"
SCOPE & FEES
Beneath this sheet.]
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
Business License Tax and Fees Administration
SCOPE OF SERVICES
Business License Tax and Fees Administration
Consultant will provide the following Services relative to Client's business license tax administration.
1. Operations Management Services
1.1. Establish and maintain database of Client businesses.
1.2. Receive and process applications,renewals and payments in a timely fashion.
1.3. Send renewal notices to active businesses within 30 days of the renewal period end date or at
another interval specified by Client.
1.4. Provide businesses multiple options for submitting applications, renewals, payments, or
support requests (including via website, email, mail, phone, and fax. Consultant license
specialists will be available for live interactions Monday through Friday, 8:00am to 5:00pm
Pacific).
1.5. Remit revenue to Client no less than monthly.
1.6. Provide Client staff access to website portal offering business registry inquiry,reporting,and
electronic department approval capabilities.
2. 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.
2.1. Discovery Services
2.1.1.Develop a list of businesses subject to Client licensure or taxation.
2.1.2.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.
2.1.3.Review information and forms submitted by the business for completion and accuracy,
inclusive of any additional required documentation (i.e. home occupation permit). All
submissions are filed and stored electronically and made available to Client upon
request.
2.1.4.Provide businesses with detailed invoicing and options to pay via website, mail, and
phone.
2.1.5.Remit revenue to Client no less than monthly, along with all business applications and
any additional documentation.
2.2. Collection Services
2.2.1.Identify businesses subject to Client licensure or taxation which have known debt to
Client and have failed to pay within an appropriate time frame.
2.2.2.Notify businesses of their options to comply or dispute their non-compliant status.
2.2.3.Provide businesses with detailed invoicing and options to pay via website, mail and
phone.
2.2.4.Remit revenue to Client no less than monthly.
2.3. Audit Services
2.3.1.Identify potential under-reporting and/or misclassified businesses.
Exhibit"B"
Page 1 of 6
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
2.3.2.Audit businesses mutually agreed to by Client and Consultant that are identified as
potential under-reporting businesses.
2.3.3.Submit audit summaries to Client and discuss further actions.
2.3.4.Educate businesses on proper reporting practices.
2.3.5.Invoice and collect identified deficiencies.
3. Online Payment Processing—Consultant's services include PCI compliant payment processing
services which supports both credit card and eCheck transactions.
3.1. Client Responsibilities
3.1.1.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 Consultant's
payment processor, Networks or other third parties whose consent or approval is
necessary for the processing of Transactions by Consultant's payment processor.
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
themselves, including, for example, networks operated by VISA USA and Mastercard,
Inc.,NYCE Corporation, American Express, and Discover.
3.1.2.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.
Transient Occupancy Tax Administration
Consultant will provide the following Services relative to Client's transient occupancy tax
administration.
4. Operations Management Services
4.1. Establish and maintain database of Client lodging providers.
4.2. Receive and process registrations, tax returns and payments in a timely fashion.
4.3. Provide lodging providers multiple options for submitting registrations, tax returns,
payments,or support requests(including via website,email,mail,phone,and fax. Consultant
tax specialists will be available for live interactions Monday through Friday, 8:00am to
5:00pm Pacific).
4.4. Remit revenue to Client no less than monthly.
4.5. Provide Client staff access to website portal offering lodging provider registry inquiry and
reporting capabilities.
4.6. Endeavor to ensure accurate filings of returns by consistently monitoring returns, providing
compliance audits, and educating lodging providers as mutually agreed to by Client and
Consultant.
4.7. Provide analysis reports monthly and annually provide revenue trends and key insights on
Client lodging providers.
5. Online Payment Processing—Consultant's services include PCI compliant payment processing
services which supports both credit card and eCheck transactions.
5.1. Client Responsibilities
Exhibit"B"
Page 2 of 6
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
5.1.1.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 Consultant's
payment processor, Networks or other third parties whose consent or approval is
necessary for the processing of Transactions by Consultant's payment processor.
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
themselves, including, for example, networks operated by VISA USA and Mastercard,
Inc.,NYCE Corporation, American Express, and Discover.
5.1.2.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.
Short-Term Rentals Tax Administration
Consultant will provide the following Services relative to Client's short-term rentals transient
occupancy tax administration.
6. Identification and Monitoring
6.1. Monitor short-term rental sites to identify new listings and closures.
6.2. Match listings to specific parcels using GIS and property tax assessor data.
6.3. Identify properties which are already registered and paying taxes.
6.4. Provide a visual map of listing locations in Client's jurisdiction.
6.5. Record listing details (including start date, sites linked to, and other information necessary
for documenting evidence of short-term rental activity).
7. Education,Registration, and Compliance
7.1. Notify non-compliant lodging providers of their status and any actions necessary to become
compliant.
7.2. Provide short-term rentals website with links to FAQs, education packets, and support for
registering, filing returns, and making payments.
7.3. Follow-up with non-compliant entities and assist as needed to obtain compliance.
7.4. Work with Client to identify additional requirements and ensure collection of data necessary
for enforcement procedures.
8. Operations Management Services
8.1. Establish and maintain database of Client's short-term rental lodging providers.
8.2. Receive and process registrations, tax returns and payments in a timely fashion.
8.3. Provide lodging providers multiple options for submitting registrations, tax returns,
payments,or support requests(including via website,email,mail,phone,and fax. Consultant
tax specialists will be available for live interactions Monday through Friday, 8:00am to
5:00pm Pacific).
8.4. Remit revenue to Client no less than monthly.
8.5. Provide Client staff access to website portal offering lodging provider registry inquiry and
reporting capabilities.
8.6. Endeavor to ensure accurate filings of returns by consistently monitoring returns and
educating lodging providers.
Exhibit"B"
Page 3 of 6
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
8.7. Provide analysis reports monthly and annually provide revenue trends and key insights on
Client lodging providers.
FEES
Business License Tax and Fees Administration
9. Operations Management Services
9.1. Fees for performing operations management Services shall be $17.00 for each processed
account, which is any account for which an application or renewal/return was processed, or
active account which was sent a renewal notice.
9.1.1.Fees 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%.
9.2. Implementation fee is $10,000.00,due 50%upon the project kick-off meeting and 50%upon
first production services.
9.3. Fees related to travel and lodging expenses are billed at cost and apply 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.
9.4. 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.
10. Compliance Services
10.1.Fees for performing compliance Services apply to all monies received for the current
tax/license period and any other prior period collected (including monies received for taxes,
penalties, interest, and fees).
10.1.1. Fees for performing discovery Services shall be a contingency Fee of 40% of the
revenues received as a result of the Services.
10.1.2. 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.
10.1.3. Fees for performing collection Services shall be a contingency Fee of 25% of the
revenues received as a result of the Services.
10.1.4. Fees for performing audit Services shall be a contingency Fee of 40%of the revenues
received as a result of the Services.
10.2.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 by
Consultant, 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
Exhibit"B"
Page 4 of 6
Docusign Envelope ID:76DCED08-AA4A-4119-A65A-EF823204E87A
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.
10.3.The fee shall be paid notwithstanding any related Client assistance, work in parallel,
and/or incurrence of attorneys' fees or other costs or expenses in connection,with the relevant
Services.
10.4.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.
10.5.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.
Transient Occupancy Tax Administration
11. Operations Management Services
11.1.Fees for performing operations management Services shall be $950.00 per year for
each filing property.
11.1.1. Fees 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%.
11.2.Fees for any travel and lodging expenses will be billed at cost and applied to all
meetings (including implementation, training, operations and support).
11.3.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.
Short-Term Rentals Tax Administration
12. Operations Management Services
12.1.Fees for performing operations management Services shall be $17.00 for each
processed account
12.1.1. Fees 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
Exhibit"B"
Page 5 of 6
Docusign Envelope ID: 76DCED08-AA4A-4119-A65A-EF823204E87A
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%.
12.2.Fees for any travel and lodging expenses will be billed at cost and applied to all
meetings (including implementation, training, operations and support).
12.3.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.
Exhibit"B"
Page 6 of 6