HomeMy WebLinkAboutReso 11-25 Approving a Contractor Services Agreement Between the City of Dublin and Hinderl
Reso. No. 11-25, Item 5.2, Adopted 2/18/2025 Page 1 of 2
RESOLUTION NO. 11 – 25
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING A CONTRACTOR SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN
AND HINDERLITER DE LLAMAS & ASSOCIATES (HdL)
FOR BUSINESS LICENSE SOFTWARE AND ADMINISTRATION SERVICES
WHEREAS, the City of Dublin requires reliable and efficient business license software and
administration services to support its business license program; and
WHEREAS, the City desires to enter into an agreement with Hinderliter de Llamas &
Associates (HdL) to provide business license software and administration services; and
WHEREAS, HdL has demonstrated expertise and proven experience in delivering
comprehensive business license administration services, including database management,
compliance, discovery, collection, and audit services, tailored to meet the needs of municipalities;
and
WHEREAS, the City has determined that HdL offers the technical capacity and specialized
skills necessary to support the efficient operation of the City's business license program; and
WHEREAS, the agreement with HdL is for an initial term beginning upon execution of the
agreement, with provisions for extension upon mutual consent, and includes a not-to-exceed
compensation structure based on the agreed-upon scope of services and fees; and
WHEREAS, the City’s Municipal Code Section 2.36.100 (4) provides an exception to
competitive bidding, “When a contract or purchase involves goods of a technical nature, where it
would be difficult for a vendor to bid on a standard set of specifications, and the Purchasing Agent
undertakes a thorough review of known products and a comparison of features which would most
closely meet the city’s needs at the lowest cost”; and
WHEREAS, it has been determined that the exception to the competitive bidding process,
as outlined in the City’s Municipal Code, applies to this software and administration agreement
due to the specialized expertise and technical capabilities required to effectively manage the City’s
business license program.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the Agreement with Hinderliter de Llamas & Associates for business license
software and administration services, attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
amendments to the agreements, attached hereto as Exhibit A, and make any necessary, non-
substantive changes to carry out the intent of this Resolution.
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Reso. No. 11-25, Item 5.2, Adopted 2/18/2025 Page 2 of 2
PASSED, APPROVED AND ADOPTED this 18th day of February 2025, by the following
vote:
AYES: Councilmembers Josey, McCorriston, Morada, Qaadri and Mayor Hu
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
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CONTRACTOR SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
HINDERLITER DE LLAMAS & ASSOCIATES
THIS AGREEMENT for business license software and administration services is
made by and between the City of Dublin (“City”) and Hinderliter de Llamas & Associates
(“Contractor”) (together sometimes referred to as the “Parties”) as of February 18, 2025
(the “Effective Date”).
Section 1. SERVICES. Subject to the terms and conditions set forth in this
Agreement, Contractor shall provide to City the services described in the Scope of Work
attached as Exhibit A at the time and place and in the manner specified therein. In the
event of a conflict in or inconsistency between the terms of this Agreement and Exhibit
A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the
Effective Date and shall end when the work described in Exhibit A is
complete, unless the term of the Agreement is otherwise terminated or
extended, as provided for in Section 7. The time provided to Contractor to
complete the services required by this Agreement shall not affect the
City’s right to terminate the Agreement, as referenced in Section 7.
Notwithstanding the foregoing this Agreement may be extended on a
month to month basis for up to 6 months upon the written consent of the
Contractor and the City Manager, provided that: a) sufficient funds have
been appropriated for such purchase, b) the price charged by the
Contractor for the provision of the serves described in Exhibit A does not
increase. None of the foregoing shall affect the City’s right to terminate the
Agreement as provided for in Section 8.
1.2 Standard of Performance. Contractor shall perform all services required
pursuant to this Agreement in the manner and according to the standards
observed by a competent practitioner of the profession in which Contractor
is engaged.
1.3 Cooperative Language. City acknowledges and agrees that any other
public agency (including, without limitation, any participating government
agency) located within or outside of the State (e.g., city, municipality,
county, district, public authority or other political subdivision) may procure
services for fees and other terms and conditions that are substantially
similar to any of the Services, Fees and other terms and conditions set
forth in this Agreement, provided that such other public agency executes a
separate agreement with Contractor wherein the services rendered to
such other public agency, the fees payable by such other public agency,
and the other terms and conditions of such separate agreement are the
responsibility of Contractor and such other public agency and not City.
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1.4 Assignment of Personnel. Contractor shall assign only competent
personnel to perform services pursuant to this Agreement. In the event
that City, in its sole discretion, at any time during the term of this
Agreement, desires the reassignment of any such persons, Contractor
shall, immediately upon receiving notice from City of such desire of
City, reassign such person or persons.
1.5 Time. Contractor shall devote such time to the performance of services
pursuant to this Agreement as may be reasonably necessary to meet the
standard of performance provided in Subsection 1.2 above and to satisfy
Contractor’s obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Contractor fees for services
as specified in Exhibit A. In the event of a conflict regarding the amount of
compensation between this Agreement and Consultant’s proposal, the Agreement shall
prevail. City shall pay Contractor for services rendered pursuant to this Agreement at
the time and in the manner set forth herein. The payments specified below shall be the
only payments from City to Contractor for services rendered pursuant to this
Agreement. Contractor shall submit all invoices to City in the manner specified herein.
Except as specifically authorized by City in writing, Contractor shall not bill City for
duplicate services performed by more than one person.
Contractor and City acknowledge and agree that compensation paid by City to
Contractor under this Agreement is based upon Contractor’s estimated costs of
providing the services required hereunder, including salaries and benefits of employees
and subcontractors of Contractor. Consequently, the Parties further agree that
compensation hereunder is intended to include the costs of contributions to any
pensions and/or annuities to which Contractor and its employees, agents, and
subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Invoices. Contractor shall submit invoices, not more often than once a
month during the term of this Agreement, based on the cost for services
performed and reimbursable costs incurred prior to the invoice date. No
individual performing work under this Agreement shall bill more than 2,000
hours in a fiscal year unless approved, in writing, by the City Manager or
his/her designee. Invoices shall contain the following information:
Serial identifications of progress bills; i.e., Progress Bill No. 1 for the
first invoice, etc.;
The beginning and ending dates of the billing period;
A Task Summary containing the original contract amount, the amount
of prior billings, the total due this period, the balance available under
the Agreement, and the percentage of completion;
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A copy of the applicable time entries or time sheets shall be submitted
showing the following:
o Daily logs of total hours worked by each individual
performing work under this Agreement
o Hours must be logged in increments of tenths of an hour or
quarter hour
o If this Agreement covers multiple projects, all hours must
also be logged by project assignment
o A brief description of the work, and each reimbursable
expense
The total number of hours of work performed under the Agreement by
Contractor and each employee, agent, and subcontractor of Contractor
performing services hereunder;
The Contractor’s signature;
Contractor shall give separate notice to the City when the total number
of hours worked by Contractor and any individual employee, agent, or
subcontractor of Contractor reaches or exceeds 800 hours within a 12-
month period under this Agreement and any other agreement between
Contractor and City. Such notice shall include an estimate of the time
necessary to complete work described in Exhibit A and the estimate of
time necessary to complete work under any other agreement between
Contractor and City, if applicable.
2.2 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized
reimbursable costs incurred. City shall have 30 days from the receipt of
an invoice that complies with all of the requirements above to pay
Contractor.
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant
to this Agreement within 60 days after completion of the services and
submittal to City of a final invoice, if all services required have been
satisfactorily performed.
2.4 Total Payment. City shall pay for the services to be rendered by
Contractor pursuant to this Agreement. City shall not pay any additional
sum for any expense or cost whatsoever incurred by Contractor in
rendering services pursuant to this Agreement. City shall make no
payment for any extra, further, or additional service pursuant to this
Agreement.
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In no event shall Contractor submit any invoice for an amount in excess of
the maximum amount of compensation provided above either for a task or
for the entire Agreement, unless the Agreement is modified prior to the
submission of such an invoice by a properly executed change order or
amendment.
2.5 Hourly Fees. Fees for work performed by Contractor on an hourly basis
shall not exceed the amounts shown on the compensation schedule
attached hereto as Exhibit A.
2.6 Reimbursable Expenses. Reimbursable expenses are specified in
Exhibit A. Expenses not listed in Exhibit A are not chargeable to City.
Reimbursable expenses are included in the total amount of compensation
provided under this Agreement that shall not be exceeded.
2.7 Payment of Taxes. Contractor is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal
or state taxes.
2.8 Payment upon Termination. In the event that the City or Contractor
terminates this Agreement pursuant to Section 8, the City shall
compensate the Contractor for all outstanding costs and reimbursable
expenses incurred for work satisfactorily completed as of the date of
written notice of termination. Contractor shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Contractor is not authorized to
perform any services or incur any costs whatsoever under the terms of
this Agreement until receipt of authorization from the Contract
Administrator.
Section 3. INSURANCE REQUIREMENTS. Before fully executing this Agreement,
Contractor, at its own cost and expense, unless otherwise specified below, shall procure
the types and amounts of insurance listed below against claims for injuries to persons or
damages to property that may arise from or in connection with the performance of the
work hereunder by the Contractor and its agents, representatives, employees, and
subcontractors. Consistent with the following provisions, Contractor shall provide proof
satisfactory to City of such insurance that meets the requirements of this section and
under forms of insurance satisfactory in all respects, and that such insurance is in effect
prior to beginning work. Contractor shall maintain the insurance policies required by
this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Contractor's bid. Contractor shall not allow any subcontractor to
commence work on any subcontract until Contractor has obtained all insurance required
herein for the subcontractor(s) and provided evidence to City that such insurance is in
effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED
AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Contractor shall
maintain all required insurance listed herein for the duration of this Agreement.
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3.1 Workers’ Compensation.
3.1.1 General Requirements. Contractor shall, at its sole cost and expense,
maintain Statutory Workers’ Compensation Insurance and Employer’s
Liability Insurance for any and all persons employed directly or indirectly
by Contractor. The Statutory Workers’ Compensation Insurance and
Employer’s Liability Insurance shall be provided with limits of not less than
$1,000,000 per accident. In the alternative, Contractor may rely on a self-
insurance program to meet these requirements, but only if the program of
self-insurance complies fully with the provisions of the California Labor
Code. Determination of whether a self-insurance program meets the
standards of the California Labor Code shall be solely in the discretion of
the Contract Administrator.
The Workers’ Compensation policy shall be endorsed with a waiver of
subrogation in favor of the City for all work performed by the Contractor,
its employees, agents, and subcontractors.
3.1.2 Submittal Requirements. To comply with Subsection 4.1,
Contractor shall submit the following:
a. Certificate of Workers’ Compensation Insurance in the
amounts specified in the section; and
b. Waiver of Subrogation Endorsement as required by the
section.
3.2 Commercial General and Automobile Liability Insurance.
3.2.1 General Requirements. Contractor, at its own cost and expense,
shall maintain commercial general liability insurance for the term of
this Agreement in an amount not less than $2,000,000 and
automobile liability insurance for the term of this Agreement in an
amount not less than $2,000,000 per occurrence, combined single
limit coverage for risks associated with the work contemplated by
this Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate
limit is used, either the general aggregate limit shall apply
separately to the work to be performed under this Agreement or the
general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be
limited to, protection against claims arising from bodily and
personal injury, including death resulting therefrom, and damage to
property resulting from activities contemplated under this
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Agreement, including without limitation, blanket contractual liability
and the use of owned and non-owned automobiles.
3.2.2 Minimum Scope of Coverage. Commercial general coverage
shall be at least as broad as Insurance Services Office Commercial
General Liability occurrence form CG 0001 (most recent edition)
covering comprehensive General Liability on an “occurrence” basis.
Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, Code 1 (any
auto). No endorsement shall be attached limiting the coverage.
3.2.3 Additional Requirements. Each of the following shall be included
in the insurance coverage or added as a certified endorsement to
the policy:
a. The Insurance shall cover on an occurrence or an accident
basis, and not on a claims-made basis.
b. City, its officers, officials, employees, and volunteers are to
be covered as additional insureds as respects: liability
arising out of work or operations performed by or on behalf
of the Contractor; or automobiles owned, leased, hired, or
borrowed by the Contractor.
c. Contractor hereby agrees to waive subrogation which any
insurer or contractor may require from vendor by virtue of the
payment of any loss. Contractor agrees to obtain any
endorsements that may be necessary to affect this waiver of
subrogation.
d. For any claims related to this Agreement or the work
hereunder, the Contractor’s insurance coverage shall be
primary insurance as respects the City, its officers, officials,
employees, and volunteers. Any insurance or self-insurance
maintained by the City, its officers, officials, employees, or
volunteers shall be excess of the Contractor’s insurance and
shall not contribute with it.
3.2.4 Submittal Requirements. To comply with Subsection 4.2,
Contractor shall submit the following:
a. Certificate of Liability Insurance in the amounts specified in
the section;
b. Additional Insured Endorsement as required by the section;
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c. Waiver of Subrogation Endorsement as required by the
section; and
d. Primary Insurance Endorsement as required by the section.
3.3 All Policies Requirements.
3.3.1 Acceptability of Insurers. All insurance required by this section is
to be placed with insurers with a Bests' rating of no less than A:VII.
3.3.2 Verification of Coverage. Prior to beginning any work under this
Agreement, Contractor shall furnish City with complete copies of all
Certificates of Liability Insurance delivered to Contractor by the
insurer, including complete copies of all endorsements attached to
the policies. All copies of Certificates of Liability Insurance and
certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City
does not receive the required insurance documents prior to the
Contractor beginning work, it shall not waive the Contractor’s
obligation to provide them. The City reserves the right to require
complete copies of all required insurance policies at any time.
3.3.3 Deductibles and Self-Insured Retentions. Contractor shall
disclose to and obtain the written approval of City for the self-
insured retentions and deductibles before beginning any of the
services or work called for by any term of this Agreement. At the
option of the City, either: the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects the City, its
officers, employees, and volunteers; or the Contractor shall provide
a financial guarantee satisfactory to the City guaranteeing payment
of losses and related investigations, claim administration and
defense expenses.
3.3.4 Wasting Policies. No policy required by this Section 3 shall
include a “wasting”
policy limit (i.e. limit that is eroded by the cost of defense).
3.3.5 Endorsement Requirements. Each insurance policy required by
Section 3 shall be endorsed to state that coverage shall not be
canceled by either party, except after 30 days’ prior written notice
has been provided to the City.
3.3.6 Subcontractors. Contractor shall include all subcontractors as
insureds under its policies or shall furnish separate certificates and
certified endorsements for each subcontractor. All coverages for
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subcontractors shall be subject to all of the requirements stated
herein.
3.4 Remedies. In addition to any other remedies City may have if Contractor
fails to provide or maintain any insurance policies or policy endorsements
to the extent and within the time herein required, City may, at its sole
option exercise any of the following remedies, which are alternatives to
other remedies City may have and are not the exclusive remedy for
Contractor’s breach:
Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under the
Agreement;
Order Contractor to stop work under this Agreement or withhold any
payment that becomes due to Contractor hereunder, or both stop work
and withhold any payment, until Contractor demonstrates compliance
with the requirements hereof; and/or
Terminate this Agreement.
Section 4. INDEMNIFICATION AND CONTRACTOR’S RESPONSIBILITIES.
Contractor shall indemnify, defend with counsel acceptable to City, and hold harmless
City and its officers, officials, employees, agents and volunteers from and against any
and all liability, loss, damage, claims, expenses, and costs (including without limitation,
attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature
arising out of or in connection with Contractor’s performance of the Services or its
failure to comply with any of its obligations contained in this Agreement, except such
Liability caused by the sole negligence or willful misconduct of City.
The Contractor’s obligation to defend and indemnify shall not be excused because of
the Contractor’s inability to evaluate Liability or because the Contractor evaluates
Liability and determines that the Contractor is not liable to the claimant. The Contractor
must respond within 30 days, to the tender of any claim for defense and indemnity by
the City, unless this time has been extended by the City. If the Contractor fails to
accept or reject a tender of defense and indemnity within 30 days, in addition to any
other remedy authorized by law, so much of the money due the Contractor under and
by virtue of this Agreement as shall reasonably be considered necessary by the City,
may be retained by the City until disposition has been made of the claim or suit for
damages, or until the Contractor accepts or rejects the tender of defense, whichever
occurs first.
Notwithstanding anything to the contrary, in no event will Consultant be (a) liable for
claims, liabilities, or damages in connection with the issuance, non-issuance, or
revocation of any registration, license, permit, or exemption; nor (b) required to provide
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a defense in connection with any indemnification or hold harmless provisions under this
Agreement.
In the event that Contractor or any employee, agent, or subcontractor of Contractor
providing services under this Agreement is determined by a court of competent
jurisdiction or the California Public Employees Retirement System (PERS) to be eligible
for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and
hold harmless City for the payment of any employee and/or employer contributions for
PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as
well as for the payment of any penalties and interest on such contributions, which would
otherwise be the responsibility of City.
Section 5. STATUS OF CONTRACTOR.
5.1 Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and shall not be an
employee of City. This Agreement shall not be construed as an
agreement for employment. City shall have the right to control Contractor
only insofar as the results of Contractor's services rendered pursuant to
this Agreement and assignment of personnel pursuant to Subsection 1.3;
however, otherwise City shall not have the right to control the means by
which Contractor accomplishes services rendered pursuant to this
Agreement. Contractor further acknowledges that Contractor performs
Services outside the usual course of the City’s business; and is
customarily engaged in an independently established trade, occupation, or
business of the same nature as the Contractor performs for the City, and
has the option to perform such work for other entities. Notwithstanding
any other City, state, or federal policy, rule, regulation, law, or ordinance to
the contrary, Contractor and any of its employees, agents, and
subcontractors providing services under this Agreement shall not qualify
for or become entitled to, and hereby agree to waive any and all claims to,
any compensation, benefit, or any incident of employment by City,
including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and
entitlement to any contribution to be paid by City for employer
contributions and/or employee contributions for PERS benefits.
5.2 Contractor Not an 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, pursuant to this Agreement to bind City to
any obligation whatsoever.
Section 6. LEGAL REQUIREMENTS.
6.1 Governing Law. The laws of the State of California shall govern this
Agreement.
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6.2 Compliance with Applicable Laws. Contractor and any subcontractors
shall comply with all laws applicable to the performance of the work
hereunder.
6.3 Other Governmental Regulations. To the extent that this Agreement
may be funded by fiscal assistance from another governmental entity,
Contractor and any subcontractors shall comply with all applicable rules
and regulations to which City is bound by the terms of such fiscal
assistance program.
6.4 Licenses and Permits. Contractor represents and warrants to City that
Contractor and its employees, agents, and any subcontractors have all
licenses, permits, qualifications, and approvals of whatsoever nature that
are legally required to practice their respective professions. Contractor
represents and warrants to City that Contractor and its employees, agents,
any subcontractors shall, at their sole cost and expense, keep in effect at
all times during the term of this Agreement any licenses, permits, and
approvals that are legally required to practice their respective professions.
In addition to the foregoing, Contractor and any subcontractors shall
obtain and maintain during the term of this Agreement valid Business
Licenses from City.
6.5 Nondiscrimination and Equal Opportunity. Contractor shall not
discriminate, on the basis of a person’s race, sex, gender, religion
(including religious dress and grooming practices), national origin,
ancestry, physical or mental disability, medical condition (including cancer
and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression,
political affiliation or belief, military/veteran status, or any other
classification protected by applicable local, state, or federal laws (each a
“Protected Characteristic”), against any employee, applicant for
employment, subcontractor, bidder for a subcontract, or participant in,
recipient of, or applicant for any services or programs provided by
Contractor under this Agreement.
Contractor shall include the provisions of this Subsection in any
subcontract approved by the Contract Administrator or this Agreement.
Section 7. TERMINATION AND MODIFICATION.
7.1 Termination. City may cancel this Agreement at any time and without
cause upon 45 days written notification to Contractor.
Contractor may cancel this Agreement upon 45 days’ written notice to City
and shall include in such notice the reasons for cancellation.
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In the event of termination, Contractor shall be entitled to compensation
for services performed to the effective date of termination; City, however,
may condition payment of such compensation upon Contractor delivering
to City any or all documents, photographs, computer software, video and
audio tapes, and other materials provided to Contractor or prepared by or
for Contractor or the City in connection with this Agreement.
7.2 Extension. City may, in its sole and exclusive discretion, extend the end
date of this Agreement beyond that provided for in Subsection 1.1. Any
such extension shall require a written amendment to this Agreement, as
provided for herein. Contractor understands and agrees that, if City grants
such an extension, City shall have no obligation to provide Contractor with
compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator,
City shall have no obligation to reimburse Contractor for any otherwise
reimbursable expenses incurred during the extension period.
7.3 Amendments. The Parties may amend this Agreement only by a writing
signed by all the Parties.
7.4 Assignment and Subcontracting. City and Contractor recognize and
agree that this Agreement contemplates personal performance by
Contractor and is based upon a determination of Contractor’s unique
personal competence, experience, and specialized personal knowledge.
Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of
Contractor. Contractor may not assign this Agreement or any interest
therein without the prior written approval of the Contract Administrator.
Contractor shall not subcontract any portion of the performance
contemplated and provided for herein, other than to the subcontractors
noted in the proposal, without prior written approval of the Contract
Administrator.
7.5 Survival. All obligations arising prior to the termination of this Agreement
and all provisions of this Agreement allocating liability between City and
Contractor shall survive the termination of this Agreement.
Section 8. KEEPING AND STATUS OF RECORDS.
8.1 Records Created as Part of Contractor’s Performance. All reports,
data, maps, models, charts, studies, surveys, photographs, memoranda,
plans, studies, specifications, records, files, or any other documents or
materials, in electronic or any other form, that Contractor prepares or
obtains pursuant to this Agreement and that relate to the matters covered
hereunder shall be the property of the City. Contractor hereby agrees to
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deliver those documents to the City upon termination of the Agreement. It
is understood and agreed that the documents and other materials,
including but not limited to those described above, prepared pursuant to
this Agreement are prepared specifically for the City and are not
necessarily suitable for any future or other use. 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. City and Contractor agree that,
until final approval by City, all data, plans, specifications, reports and other
documents are confidential and will not be released to third parties without
prior written consent of both Parties.
8.2 Contractor’s Books and Records. Contractor shall maintain any and all
ledgers, books of account, invoices, vouchers, canceled checks, and other
records or documents evidencing or relating to charges for services or
expenditures and disbursements charged to the City under this Agreement
for a minimum of 3 years, or for any longer period required by law, from
the date of final payment to the Contractor to this Agreement.
8.3 Inspection and Audit of Records. Any records or documents that
Subsection 9.2 of this Agreement requires Contractor to maintain shall be
made available for inspection, audit, and/or copying at any time during
regular business hours, upon oral or written request of the City. Under
California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds $10,000.00, the Agreement shall
be subject to the examination and audit of the State Auditor, at the request
of City or as part of any audit of the City, for a period of 3 years after final
payment under the Agreement.
Section 9. MISCELLANEOUS PROVISIONS.
9.1 Attorneys’ Fees. If a party to this Agreement brings any action, including
an action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees in addition to any other relief to which that party may be entitled. The
court may set such fees in the same action or in a separate action brought
for that purpose.
9.2 Venue. In the event that either party brings any action against the other
under this Agreement, the Parties agree that trial of such action shall be
vested exclusively in the state courts of California in the County of
Alameda or in the United States District Court for the Northern District of
California.
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Services Agreement between 2/18/2025
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9.3 Severability. If a court of competent jurisdiction finds or rules that any
provision of this Agreement is invalid, void, or unenforceable, the
provisions of this Agreement not so adjudged shall remain in full force and
effect. The invalidity in whole or in part of any provision of this Agreement
shall not void or affect the validity of any other provision of this Agreement.
9.4 No Implied Waiver of Breach. The waiver of any breach of a specific
provision of this Agreement does not constitute a waiver of any other
breach of that term or any other term of this Agreement.
9.5 Successors and Assigns. The provisions of this Agreement shall inure
to the benefit of and shall apply to and bind the successors and assigns of
the Parties.
9.6 Conflict of Interest. Contractor may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless
of location, would place Contractor in a “conflict of interest,” as that term is
defined in the Political Reform Act, codified at California Government
Code Section 81000 et seq.
Contractor shall not employ any City official in the work performed
pursuant to this Agreement. No officer or employee of City shall have any
financial interest in this Agreement that would violate California
Government Code Section 1090 et seq.
Contractor hereby warrants that it is not now, nor has it been in the
previous 12 months, an employee, agent, appointee, or official of the City.
If Contractor was an employee, agent, appointee, or official of the City in
the previous 12 months, Contractor warrants that it did not participate in
any manner in the forming of this Agreement. Contractor understands
that, if this Agreement is made in violation of California Government Code
Section 1090 et seq., the entire Agreement is void and Contractor will not
be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Contractor will be
required to reimburse the City for any sums paid to the Contractor.
Contractor understands that, in addition to the foregoing, it may be subject
to criminal prosecution for a violation of California Government Code
Section 1090 et seq., and, if applicable, will be disqualified from holding
public office in the State of California.
9.7 Solicitation. Contractor agrees not to solicit business at any meeting,
focus group, or interview related to this Agreement, either orally or through
any written materials.
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Services Agreement between 2/18/2025
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9.8 Contract Administration. This Agreement shall be administered by the
City Manager ("Contract Administrator"). All correspondence shall be
directed to or through the Contract Administrator or his or her designee.
9.9 Notices. Any written notice to Contractor shall be sent to:
Hinderliter de Llamas & Associates
Attn: HDL Contracts
120 S State College Blvd. #200
Brea, CA 92821
Any written notice to City shall be sent to:
City of Dublin
Attn: Office of Economic Development
100 Civic Plaza
Dublin, CA 94568
9.10 Integration. This Agreement, including the scope of work attached hereto
and incorporated herein as Exhibit A represents the entire and integrated
agreement between City and Contractor and supersedes all prior
negotiations, representations, or agreements, either written or oral.
Exhibit A Scope of Services & Compensation Schedule/Reimbursable
Expenses
9.11 Counterparts and Electronic Signatures. This Agreement may be
executed in multiple counterparts, each of which shall be an original and
all of which together shall constitute one agreement. Counterparts
delivered and/or signatures executed by City-approved electronic or digital
means shall have the same force and effect as the use of a manual
signature. Both Parties desire this Agreement to be electronically signed in
accordance with applicable federal and California law. Either Party may
revoke its agreement to use electronic signatures at any time by giving
notice to the other Party.
9.12 Certification per Iran Contracting Act of 2010. In the event that this
contract is for
one million dollars ($1,000,000.00) or more, by Contractor’s signature
below Contractor certifies that Contractor, and any parent entities,
subsidiaries, successors or subunits of Contractor are not identified on a
list created pursuant to subdivision (b) of Section 2203 of the California
Public Contract Code as a person engaging in investment activities in Iran
as described in subdivision (a) of Section 2202.5, or as a person
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described in subdivision (b) of Section 2202.5 of the California Public
Contract Code, as applicable.
9.13 Data Residency Requirement. The Vendor shall ensure that all
Customer Data is stored and processed exclusively within data centers
located in the United States. These data centers must be owned and
operated by entities incorporated and headquartered within the United
States. The Vendor shall not transfer or permit access to Customer Data
outside the United States without the prior written consent of the
Customer.
9.14 Data Sovereignty Compliance. The Vendor acknowledges and agrees to
comply with all applicable U.S. federal, state, and local laws and
regulations concerning data residency and sovereignty. This includes, but
is not limited to, ensuring that Customer Data remains subject to U.S.
jurisdiction and is not subject to foreign laws that may conflict with U.S.
data protection requirements.
9.15 Subcontractor and Third-Party Obligations. If the Vendor engages
subcontractors or third parties in the performance of services involving
Customer Data, the Vendor shall ensure that such subcontractors or third
parties comply with the same data residency and sovereignty
requirements outlined herein. The Vendor remains fully liable for any
actions or omissions of its subcontractors or third parties concerning the
handling of Customer Data.
9.16 Data Breach Notification Policy. In the event of a material data breach
involving Customer Data, the Vendor shall notify the Customer within 72
hours of discovering the breach. This notification must include a detailed
description of the incident, the nature and scope of the compromised data,
any known or potential impact, and the measures being taken to
investigate, mitigate, and remediate the breach. The Vendor shall provide
regular updates to the Customer until the incident has been fully resolved
and all corrective actions have been implemented.
SIGNATURES ON FOLLOWING PAGE
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Services Agreement between 2/18/2025
City of Dublin and HINDERLITER DE LLAMAS & ASSOCIATES (HDL) Page 16 of 16
The Parties have executed this Agreement as of the Effective Date. The persons
whose signatures appear below certify that they are authorized to sign on behalf of the
respective Party.
HINDERLITER DE LLAMAS &
$662&,$7(6
CITY OF DUBLIN
Colleen Tribby, City Manager Robert Gray, Vice President
Attest:
Contractor’s DIR Registration Number
(if applicable)
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
Docusign Envelope ID: 9B1A3817-5A7D-4A2D-A1FE-FBDFA58E6413
Services Agreement between
City of Dublin and HINDERLITER DE LLAMAS & ASSOCIATES (HDL) Exhibit A
EXHIBIT A
SCOPE OF SERVICES
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
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.
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.
Docusign Envelope ID: 9B1A3817-5A7D-4A2D-A1FE-FBDFA58E6413
Services Agreement between
City of Dublin and HINDERLITER DE LLAMAS & ASSOCIATES (HDL) Exhibit A
2.3.4. Educate businesses on proper reporting practices.
2.3.5. Invoice and collect identified deficiencies.
Docusign Envelope ID: 9B1A3817-5A7D-4A2D-A1FE-FBDFA58E6413
Services Agreement between
City of Dublin and HINDERLITER DE LLAMAS & ASSOCIATES (HDL) Exhibit A
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
HdL’s payment processor, Networks or other third parties whose consent or
approval is necessary for the processing of Transactions by HdL’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.
FEES
4. Operations Management Services
4.1. Fees for performing operations management Services shall be $20.00 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 and a one-time
implementation fee of $5,000.00.
4.2. 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 as per the Riverside-San Bernardino-Ontario 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%.
4.3. 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.
4.4. 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.
5. Compliance Services
5.1. 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).
5.1.1. Fees for performing discovery Services shall be a contingency Fee of 40% of the
revenues received as a result of the Services.
5.1.2. 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
Docusign Envelope ID: 9B1A3817-5A7D-4A2D-A1FE-FBDFA58E6413
Services Agreement between
City of Dublin and HINDERLITER DE LLAMAS & ASSOCIATES (HDL) Exhibit A
collection Services contingency Fee rate.
5.1.3. Fees for performing collection Services shall be a contingency Fee of 25% of the
revenues received as a result of the Services.
5.1.4. Fees for performing audit Services shall be a contingency Fee of 40% of the
revenues received as a result of the Services.
5.2. 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 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.
5.3. 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.
5.4. 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.
5.5. 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.
6. 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.
6.1. Taxpayer funded model – Client authorizes Consultant to collect each convenience
fee from the taxpayer at time of payment.
6.1.1. Credit and debit card processing – 2.9% of transaction amount, minimum of $2.00
6.1.2. ACH/eCheck processing - $2.50 per transaction
6.2. Client funded
6.2.1. Credit and debit card processing – 2.9% of transaction amount
6.2.2. ACH/eCheck processing - $0.75 per transaction
6.3. 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.
6.4. 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 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.
Docusign Envelope ID: 9B1A3817-5A7D-4A2D-A1FE-FBDFA58E6413