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HomeMy WebLinkAbout2021-022 PO 20210367- Hinderliter De Llamas & Assoc. • Phi Purchase Order Fiscal Year 2021 Page: 1 of: 1 E-='-(Llrlr}1� ,i --1 iii t(rrL tl"}':ts�tYli-( br B City of Ashland = I ATTN:Accounts Payable Purchase Y L 20 Ashland, 2��� 03�� Ashland, Order# OR 97520 ' T Phone:541/552-2010 .: O Email:payable@ashland.or.us • V C/O Finance E HINDERLITER DE LLAMAS AND ASSOCIATES H 20 East Main N 120 S STATE COLLEGE BLVD P Ashland, OR 97520 D SUITE 200 Phone: 5411488.5300 R t3REA, CA 92821 O Fax:541/552-2059 • .•--�I-I��� t ht-�«I?IEri6t l ---� rj t.1:1_�s:f��{ziu 1�1=� t,€is i e _Lt€iso I I� -_. -� __—� 1 tli�r r _t��-iir-- - — _= Melanie Purcell -- - _. 5-------- Lll� - ; - - _ -il.. t�s1-- :�.-.' — �rr 1 7=) �=1 1.1 �-.1 Itt�>.=_ - _-- 06/10/2021 6162 _ City Accounts Payable �it�3e- ,.-- -—_—=r�='jej.'it;=i11�'fl, �er•,!i[�__ -- -. .. �i—,car 1_{i'fi=��:f„�FJ�_z����-lFi [.1.�����-.. Tax&License Administration 1 Tax and License Administration 1.0 $2,000.00 $2,000.00 FY 2021 -Estimate$2,000.00(June) Year 1/Month 1 -$10.00 Per Transaction Approved by City Council 05/04/2021 (3-Years) HDL Master Services,Agreement Project Account: 2 FY 2022-Estimate$29,000.00 1.0 $0.01 $0.01 Year 1 -$10.00 Per Transaction(Estimate 2,900) Project Account: Project Account: 3 FY 2023-Estimate$34,100.00 1.0 $0.01 $0.01 Year 2-$11.00 Per Transaction(Estimate 3,100) Project Account: Project Account: 4 FY 2024,-Estimate$38,400.00 1.0 $0.01 $0.01 Year 3-$12.00 Per Transaction(Estimate 3,200) ( Project Account: Project Account: • Ii #A#Ak#AkA*#A#A#GL SUMMARY A*AA**AAAk*kAA* 030700-604100 $2,000.03 • • • • •ate: 0/42/By: Authoriz d Signature '.2 000.03 .. ..ace fi Gif . 6'/OCe__/ , irb'e-4-- FORM #3 W �p g.—/ 7 • CITY OF yy ASHLAND ` i G i'...:cli>;S`: ti. toi } ilii' ;i`v i:ar; k 4@�'df`•`.l REQUISITION Date of request �� ,/ Required date for delivery: Vendor Namef/ HdL Companies Address,City,State,Zip (� 120 S.State College Blvd.,Suite 200 , Contact Name&Telephone Number Brea,CA 92821 • Email address gbonnln@hdlcompanles.com . SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Invitation to Bid 0 Emergency O Reason for exemption: Date approved by Council: 4 ❑ Form#13,Written findings and Authorization ❑ AMC 2,50 _(Attach copy o •uncil c•• in nication) 0 Written quote or proposal attached O Written quote or proposal attached _(If council approval required,attach copy of CC) ❑ Small Procurement 0 Request for Prop':al • Cooperative Procurement Not exceeding$5,000 Date approved by Co ::03/16/2021 ❑ State of Oregon , ❑ Direct Award - ._,(Attach copy of .unci communication) Contract# ❑ VerbaVVWritten bid(s)or proposal(s) 0 Request fo 0 ualifica•,I (Public Works) ❑ State of Washington Date approved •y Council: Contract# (Attach co 4y of council communication) ❑ Other government agency contract Intermediate Procurement ❑ Sole Source Agency GOODS&SERVICES ❑ Applicable Form(#5,6,7 or 8) • Contract# Greater than$5,000 and less than$100,000 ❑ Written quote or proposal attached intergovernmental Agreement ❑ (3)Written bids&solicitation attached ❑ Form#4,Personal Services$5K to$75K Agency PERSONAL SERVICES Date approved by Council: ❑ Annual cost to City does not exceed$25,000. Greater than$5,000 and less than$75,000 Valid until: (Date) Agreement approved by Legal and approved/signed by ❑ Less than$35,000,by direct appointment ❑ Special Procurement City Administrator,AMC 2.50.070(4) © (3)Written proposals&solicitation attached ❑ Form#9,Request for Approval ❑ Annual cost to City exceeds$25,000,Council ❑ F #4 Personal Services$5K to$7 0 Written quote or proposal attached approval required.(Attach copy of council communication) 2'',a ere y� �j Date approved by Council: _ P Valid until: (Date) De- v•i• , of Mygg_s • Totali Cost ti _ alfril:i-f-- 2 item# Quantity Unit Description of MATERIALS Unit Price Total Cost 10 / FY-At �-°-e 1 2900 1 tax and license administ per account per year(#transact) p G't/f�29000 f 2 3100 1 tax and license administ per account per year(#transact) 11 34100 sj/p-f 3 3200 1 tax and license administ per account per year(#transact) 12 38400 f Y04) 0 Per attached quotelproposal :TOTAI.CosT:; Project Number • Account Number a s o 1 0 0,e o 4 1 0 0 :''' 0•1 +5� •0` ' Account Number • Account Number - *Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support-Yes/No By signing this requisition form,I certify that the City's public contracting requirements have been satisfied. Employee: Department Head: 1% ;/ 0 .-94.21 „_ _(Equal to or greater then$5,000) Department Manager/Supervisor: City Ma ger: , �/f� .. • r�� qual or greater than$25,000) Funds appropriated for current fiscal year: �' !NO r I )- 1 Finance Director(Equal to orgreaterthan$5,0 0) Date • Comments: Form b3-Requisition • MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (this "Agreement") is entered into as of June 7 , 20 21 (the "Agreement Date") by and between Hinderliter De Llamas and Associates(HdL) ("Consultant"),and City of Ashland("Client"),which is located within the state of Oregon(the"State"). - t WITNESSETH: WHEREAS, Consultant is engaged in the business of providing consulting, software and other services that help public agencies understand and maximize their collection of sales, use and transactions taxes,business license taxes,property and lodging taxes,and other revenues, as well as their delivery of other public services(collectively,"Consultant's Business"); and WHEREAS,Client desires to contract with Consultant to obtain one or more of the services included within Consultant's Business (as provided for in Section 1) upoli the terms and conditions contained in this Agreement; • WHEREAS,Consultant desires to contract with Client to render such services.upon the terms and conditions contained in this Agreement. NOW THEREFORE, in consideration of the covenants and promises contained herein, Client and Consultant mutually agree as follows: 1. Services. 1.1 Consultant will perform those services included within Consultant's Business that are described in any and all sehedule(s)referencing this Agreement and signed by Client and Consultant as of the Agreement Date or hereafter (individually and collectively, the "Schedule(sl"), upon the terms and conditions contained in this Agreement (including the Schedules) (such services are, collectively,the"Services") 1.2 Consultant warrants that it will perform the Services in a professional manner in accordance with professional standards. In performing the Services, Consultant is acting as an independent contractor(and not as an agent or employee of Client). 1.3 Client acknowledges and agrees that any other public agency within the State(e.g.,city, county, district, public authority, public agency, municipality or other political subdivision) may procure services that are substantially similar to any of the Services set forth in this Agreement, provided that such public agency executes a separate agreement with Consultant wherein the fees payable for the services rendered to such public agency are the responsibility of such public agency and not Client. 1A This Agreement does not limit the right of Consultant to enter into additional contracts with Client or to contract with other persons or entities (that are not Client) to provide them with merchandise or services of any kind whatsoever,including,but not limited to,services similar to the Services. 121I698.5 Page 1 of 13 2. Fees. As compensation for performing the Services, Client will pay Consultant the fees, costs and expenses as described in the Schedules (individually and collectively these fees and costs are, the "Fees"). Consultant may perform the Services using professionals from its staff or Consultant's affiliated entities,and such Services will be billed to Client under the same billing terms applicable to Consultant's staff. Consultant may increase the Fees from time to time (including, without limitation,annually as described in the Schedules). Other than a Fee increase as described in the Schedules, Client may notify Consultant of a request that such Fee increase be modified or revoked and,if Consultant fails to do so to Client's satisfaction within thirty(30)days after the receipt of such request, Client may terminate this Agreement without cause pursuant to Section 7.3. 3. Invoices;Payment. 3.1 Consultant will invoice Client for the Fees earned and/or incurred by Consultant pursuant to this Agreement. • 3.2 Invoices are due and payable upon receipt, Interest will begin to accrue on the thirtieth (30th) day following the invoice date on all unpaid balances at a rate of one and one-half percent (1%2%)per month, or the maximum rate permitted by law,whichever is less. Payments will first be credited to interest and then to principal. In the event that Client disputes or contests an invoice,only that portion so disputed or contested in good faith will be withheld from payment,and the undisputed portion must be timely paid. Interest will accrue on any contested portion of the invoice not timely paid and will be payable immediately if the contested invoice is resolved in favor of Consultant, 3.3 If Client fails to fully pay an invoice within 30 days after the invoice date,Consultant may, after giving five (5) days' notice to Client, suspend the•rendering of Services under this Agreement until said invoice is paid in full,together with all interest that has accrued thereon. In the event of such a suspension of Services, Consultant will have no liability to Client for any delays or damages arising therefrom. 4. Insurance, Throughout the term of this Agreement, Consultant will maintain the following insurance in not less than the referenced amounts:(a)workers compensation and employers liability insurance as may be required by the State; (b)property damage liability of$1,000,000 per incident; (c) bodily injury liability of$1,000,000 per incident; and (d) professional liability for any errors or omissions of$1,000,000. 5. Client Support. • 5.1 Client will promptly provide in writing to Consultant all data and other information relating to or which may be necessary for Consultant's performance of the Services. Without limiting the foregoing, Client will keep Consultant informed on a timely basis in writing as to the existence and amendments of the Iaws,ordinances and/or regulations under which Consultant is performing the Services (including any adopted by Client). Consultant will be permitted to rely on the accuracy, timeliness and completeness of the information provided by Client, and in no event will Consultant be liable to Client or others as a result of such reliance. • 1211698.5 page 2 of 13 5.2 Client will examine all of Consultant's reports, specifications,notices,proposals and other documents. In the event that a decision is required of Client in order for Consultant to perform the Services, Client will render such decision in writing in a timely manner. 5,3 Promptly following any request from Consultant, Client will adopt and maintain in full force and effect resolutions in forms acceptable to Client and in accordance with applicable law authorizing Consultant to examine the confidential sales tax and other relevant records of Client throughout the Term and,for so long as any Fees are still accruing pursuant to this Agreement,after the Term. 5.4 Client will assist Consultant in obtaining such licenses,permits and approvals as may - be required by law for performing the Services, and Client will pay all fees, assessments and taxes related to the application,issuance and maintenance thereof. 5.5 The Services do not include services that Consultant may be required or requested to provide to support,prepare,document,bring,defend or assist in litigation undertaken or defended by Client("Litigation Services"). If Consultant agrees with Client or is required to perform Litigation Services, Client will promptly pay Consultant for all of Consultant's costs and expenses related to Litigation Services at Consultant's actual cost, plus ten percent (10%) thereof (all of which are deemed to be additional Fees). - • 6. Confidentiality; Software Use and Warranty;Records. 6.1 Consultant will comply with the requirements. of the applicable laws, ordinances and/or regulations of which it has been informed by Client pursuant to Section 5.1 concerning the confidentiality of tax records. 6.2 As used herein,the term"proprietary information"means all information,techniques, processes,services or material that has orcould have commercial value or other utility in Consultant's Business, including without limitation: Consultant's (i) software, computer or data processing programs;(ii)data processing applications,routines,subroutines,techniques or systems;(iii)desktop or web-based software;(iv)audit,tax or fee collection/administration or business processes,methods or routines; (v) marketing plans, analyses and strategies; and (vi) materials, techniques and. intellectual property used. Except as otherwise required by law, Client must hold in confidence and may not use (except as expressly authorized by this Agreement) or disclose to any other party any proprietary information provided,learned of or obtained by Client in connection with this Agreement. The terms of this Section 6.2 do not apply to any information that is public information. 6.3 If access to any software which Consultant owns is provided to Client as part of this Agreement(including,without limitation,if Client chooses to subscribe to such software and reports option as part of the Services) (such Consultant-owned software is,,collectively, the "Software"), Consultant hereby provides a limited,non-exclusive,non-transferable license to Client for the use by such of Client's staff as may be designated from time to time by Client and approved.by Consultant in writing to use the Software pursuant to and during the Term of this Agreement. The Software must only be used by such authorized Client staff,and Client must not sublicense,sublet,duplicate,modify, decompile,reverse engineer,disassemble, or attempt to derive the source code of the Software. The license granted hereunder does not imply ownership by Client or any of Client's staff of the Software nor any rights of Client or any of Client's staff to sublicense, transfer or sell the Software, or rights 1211698.5 Page 3 of 13 • to use the Software for the benefit of others. Client may not create (or allow the creation of) any derivative work or product based on or derived from the Software or documentation,nor modify (or allow the modification of) the Software or documentation without the prior written consent of • Consultant. In the event of a breach of this provision (and without limiting Consultant's remedies), such modification, derivative work or product based on the Software or documentation is hereby deemed assigned to Consultant. Upon termination of this Agreement or this Software license,this Software license will be deemed to have expired and Client must immediately deactivate,cease using and remove, delete.and destroy all the Software (including, without limitation, from Client's computers and network). Consultant warrants that the Software will perform in accordance with the Software's documentation. 6.4 All documents, preliminary drafts, communications and any and all other work product related to the Services and provided 'by Consultant to Client either in hard copy or electronically are the property of Client. 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 Consultant in the course of performing the Services that were not otherwise provided to Client in either hardcopy or electronic form,all of which may be protected by Consultant or others' copyrights or other intellectual property. It is possible that any documents, drafts, communications or other work product provided to Client may be considered public records under applicable law and/or may be discoverable through litigation. Consultant may publicly state that it performs the Services for Client. 6.5 Subject to applicable law, Consultant is responsible for retaining all final documents and other final work product related to the Services for a period of not less than three(3)years from the date provided to Client. Retention of any other documents,preliminary drafts, communications and any and all other work product provided to Client by Consultant is the responsibility of Client. • Consultant has no responsibility to retain any drafts,notes,communications,emails or other writings created or received by Client in the course of performing the Services(other than the final documents and other final work product related to the Services and provided to Client for the term of years referenced above). 7. Term and Termination. 7.1 The initial term of this Agreement commences as of the Agreement Date and,unless terminated earlier pursuant to any of this Agreement's express provisions,will continue in effect until terminated as set forth in Section 7.2 or 7.3 or either party gives the other party written notice of non- renewal at least one hundred twenty(120)days prior to the expiration of the then-current tern (each a"Renewal Term"and,collectively,together with the Initial Term,the"Term"). 7.2 This Agreement may be terminated by either party for cause upon not less than forty- five(45)days'written notice given to and received by the other party,if the other party has materially breached this Agreement through no fault of the notifying party and fails to(i)commence correction ' of such material breach within thirty(30)days of receipt of the above-referenced written notice and (ii)diligently complete the correction thereafter. 7.3 In addition, either party may terminate this Agreement without cause upon not less than one hundred twenty(120)days'written notice to the other party. 1211698.5 Page 4 of 13 7,4 On termination, Client will pay Consultant for all Fees and other compensation (including for Litigation Services) earned and/or incurred through the termination date and will thereafter timely pay Consultant for all other Fees and compensation to whibh Consultant may be entitled pursuant to this Agreement(including the Schedules hereto). 8. Indemnification. 8.1- Client agrees to fully and promptly protect, indemnify, reimburse and hold harmless Consultant, its directors, officers, employees, agents, direct and indirect equity holders, and affiliates (collectively, "Consultant Group") from and against any and all liabilities, losses, claims, damages, expenses, and costs (including, without limitation,for attorneys' fees and costs) (each, a "Liability", and collectively, "Liabilities") which are (a) the direct or indirect result of any breach of any representation,warranty or covenant made or given on behalf of Client under this Agreement, or (b) related to any,action or failure to act on the part of any one or more of Consultant Group where such action or failure to act was reasonably and in good faith believed by any of Consultant Group at the time to be in conformity with this Agreement, or (c) otherwise related to or arising out of any act or omission of Client or its directors, officers, employees, agents, direct or indirect equity holders, or affiliates(collectively,"Client Group"). 8.2 Promptly after Consultant receives notice of the commencement of any proceeding for which it intends to make a claim for indemnification,it should notify Client,but the failure to so notify • will not result in the loss of any rights of any of Consultant Group to indemnification hereunder except to the extent that Client does.not otherwise become aware of such proceeding and is actually adversely affected thereby to a material extent. Client will assume the defense of Consultant Group (including • . the employment of legal counsel reasonably satisfactory to Consultant)and payment of such counsel's fees and disbursements (including retainers). Should Consultant reasonably.determine that separate counsel is necessary (whether due to the existence of different defenses,potential conflicts of interest or otherwise), or if Client has not assumed the defense, then any of Consultant Group may employ separate legal counsel,and Client will pay such counsel's reasonable fees and disbursements as incurred (including retainers), The obligations of defense and indemnity apply; without limitation, to those situations where someone sued by any of Client Group brings a cross claim for indemnity or contribution against any one or more of Consultant Group. 8.3 Client will not, without Consultant's prior written consent, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action, or proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not any of Consultant Group is an actual or potential party to such claim, action or proceeding or investigation), unless such settlement,compromise or consent includes an unconditional release of each of Consultant Group from all liability arising out of such claim,action,proceeding or investigation. 9. Liability Limitations; Governing Law;Dispute Resolution. 9.1 To the maximum extent permitted by law and notwithstanding anything to the contrary in this Agreement: 9.1.1 Except for Consultant's gross negligence or willful misconduct in connection with the performance of its obligations under this Agreement, Client's sole and exclusive remedies for any breaches of Consultant's obligations under this Agreement 1211698.5 Page 5 of 13 • . J (including, without limitation, for any breaches relating to the Services or,the Software, including any breaches of warranty, express or implied) (i) are limited to making reasonable and necessary repairs, replacements or corrections without additional cost to the Client, and (ii) will not exceed, under any circumstances, the amount of the Fees paid by Client to Consultant for the twelve-month period prior to the alleged breaches, calculated without reference to any payments constituting the payment of costs or expenses. All amounts paid to Consultant hereunder are deemed first to be for the reimbursement of costs or expenses and then any excess will be regarded as payments for other portions of the Fees under this Agreement. Any references to breaches of this Agreement will include any supplements, additions or amendments to this Agreement. 9.1.2 Except as may otherwise be expressly set forth in this Agreement, Consultant makes no warranty of any kind with respect to the Services or the Software,express or implied. Consultant hereby disclaims all other warranties,express or implied,including the implied warranties of merchantability, fitness for a particular purpose, title and non infringement. Consultant disclaims all warranties and responsibility.for third party software. 9.1.3 In no event will any of Consultant Group be liable for any lost revenues or lost profits, or any special, incidental, or consequential damages of any nature whatsoever, even if such restrictions deprive one or more remedies of their essential purpose. This damage exclusion is independent of any remedies provided for herein. 9.1.4 None of Consultant Group will have any Liability (whether direct or indirect, in contract or tort or otherwise) related to, arising out of, or in connection with this Agreement or to any of Client Group acting on any advice given or opinion rendered by any of Consultant Group, except to the extent that such Liability is found by a court of competent • jurisdiction in a judgment which has become final and that it is no longer subject to appeal or review to have resulted solely from such Consultant Group's willful misconduct or gross negligence. 9.1.5 No claim may be brought by Client against any one or more of Consultant Group arising out of this Agreement (including, without limitation, in connection with the Services or the Software)more than one year after the date on which such claim arose(whether relating to the Services,the Software or otherwise). 9.1.6 Client acknowledges that this Agreement is with Consultant in its capacity as a corporation or a limited liability company,and Client agrees that in no event will it seek to hold any of the Consultant Group(other than Consultant)responsible for any Liabilities. 9.2 The law of the State will govern the validity of this Agreement,its interpretation and performance, and any other claims related to it,without regard to the State's conflict of laws rules. Venue for any legal action arising out of this Agreement will be proper only in the State courts or the federal courts located within the State.The parties hereby submit to the exclusive jurisdiction of such courts and waive any other venue to which either party might be entitled by domicile or otherwise. Both parties waive the right to a jury trial in an action to enforce,interpret or construe this Agreement. 1211698.5 Page 6 of 13 • 9.3 , If either party is required to bring legal action to enforce its rights under this Agreement oras the result of a breach of this Agreement, the costs and expenses of the prevailing party,including reasonable attorneys' fees,will be paid by the non-prevailing party. 9.4 A breach of this Agreement by either party may cause the other party hereto irreparable harm,the amount of which may be difficult to ascertain, and therefore such other party will have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any further breach and for such other relief as such other party may deem appropriate. Such right is in addition to the remedies otherwise available to such other party at law or in equity. The parties hereto expressly waive the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction hereunder for the posting of a bond. 10. General Legal Provisions. 10.1 Authorization to Proceed, Each Schedule must be signed by both Client and Consultant before such Schedule will be binding on the parties hereto. • 10.2 Force Majeure. Consultant is not responsible for damages or delay in performance caused by acts of God,strikes,lockouts,accidents or other events beyond the control of Consultant. 10.3 Amendment; Waiver. Any provisions of this Agreement (including, without• limitation, any Schedules or provisions within any Schedules) may be amended or terminated if in writing and signed by both Client and Consultant. No waiver by any party of any default, • misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, will be deemed to be valid unless acknowledged by such party in writing,and such waiver will not extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. 10.4 Severability and Survival. If any provision in this Agreement is held illegal, invalid or unenforceable, the enforceability of' the remaining provisions will not be impaired thereby. Notwithstanding any other provisions of this Agreement (including,without limitation, Section 7), Sections 3,5.5,6,7, 8, 9 and 10 will survive the termination of this Agreement. 10.5 No Third-Party Beneficiaries; Services Limited to Agreement. Except as set forth in Section 8,this Agreement gives no rights or benefits to anyone other than Client and Consultant and has no third-party beneficiaries. The Services to be performed for Client by Consultant are defined solely by this Agreement(including the Schedules), and not by any other contract or agreement that may be associated with performing the Services. 10.6 Assignment. This is a bilateral personal services agreement. Neither party will have the power to or will assign any of the duties or rights or any claim arising out of or related to this Agreement, whether arising in tort, contract or otherwise, without the written consent of the other party, Any unauthorized assignment is void and unenforceable. This Agreement is binding on the successors and assigns of the parties hereto. 10.7 Notices.All notices under this Agreement must be in writing and will be deemed to have been given when such notice is received (i) from United States Postal Service First Class Certified Mail,Return Receipt Requested,(ii)by courier service,or(iii)by email;prdvided,however, 1211698,5 Page 7 of 13 • • that notices received on a weekend or holiday or on a business day after 4:00 p.m. local time will be deemed to have been received on the next business day. Notices will, unless another address is specified in writing, be sent to the addresses indicated below (each of which must include a street address and an email address): Consultant: Hinderliter De Llamas and Associates, 120 S. State • College Blvd., Suite 200, Brea, CA 92820 Attn: George Bonnin, Email: a gbonnin h companies.com; and Client: Z/Ty�'i,5.4/24 l(1 4 , Attn: nielar,�Ared,Email: meJaiie. p 1c ash/ad a-.us. 10.8 Entire Agreement.,Conflict. This Agreement(including any Schedules dated as of the Agreement Date or hereafter)constitutes the'entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties,written or oral,to the extent they have related in any way to the subject matter hereof. Should there ever be a conflict between the;terms and conditions of the Schedule(s) and the remainder of this Agreement,the terms and conditions of the remainder of this Agreement will prevail and be controlling. 10.9 Counterparts;Electronic Signatures:Authority. This Agreement may be signed in any number of counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement. Any signed signature pages of this Agreement transmitted by email or other electronic means in a portable document format(PDF) or other clear and visible electronic format will have the same'legal effect as an original. Each of the persons signing on behalf of a party hereto represents that he or she has the authority to sign this Agreement on such party's behalf. 10.10 No Adverse Construction. Both parties acknowledge having had the opportunity to participate in the drafting of this Agreement. This Agreement will not be construed against either • party based upon authorship. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. [Signatures are on the next page] • • • 1211698.5 Page 8 of 13 1 121 1698.5 ,Page 9 of 13 • • IN WITNESS WHEREOF,the parties hereto have entered into this Agreement through their duly authorized representatives as of the Agreement Date, CONSULTANT: CLIENT: Hinderliter De Llamas and Associates City of Ashland, OR • By: Pit) Its: CIO • By: hierruvet • By: Its: By: Its: 0 2-0 ( c:e 612 C.141 • • • 1211698.5 Page 10 of 13 SCHEDULE) . Tax and Fee Administration Services and Fees • Business License\Food and Beverage Tax Operations Management Services SCcH,EpUU D — ThisSchedule provides tie scope of Servi es nd Fees for to and fee adnimistration related to business license tax and fees pursuant to the Master Services Agreement dated A11/. 2021 ("MSA"). The MSA includes the main body of the MSA, this Schedule; and all other Schedules to the MSA. Terms not otherwise defined herein have the definitions given to them within the main body of the • MSA. • SCOPE OF SERVICES Consultant will provide the following Services relative to Client's Business License\Food and Beverage Tax Operations Management Services 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 cothply 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. 1211698.5 • Page 11 of 13 • • 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.delinquencies. FEES • 3. Operations Management Services 3.1. Fees for performing operations management Services shall be as follows: • Year one (1), $10.00 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. • Year two (2), $11.00 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 plus CPI. • Year three(3)and beyond,$12.00 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 plus CPI. 3.2. 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 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%' - 3.3. 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. 3.4. Fees will be invoiced monthly to Client for Services performed during the prior month.Fees will be netted out of Client's monthly revenue disbursement.Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice. 4. Compliance Services 4.1. 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). 4.1.1.Fees for performing discovery Services shall be a contingency Fee of 35% of the revenues received as a result of the Services. 4.1.2.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. 4.1.3.Fees for performing collection Services shall be a contingency Fee of 25% of the revenues received as a result of the Services. 4.1.4.Fees for performing audit Services shall be a contingency Fee of 35%of the revenues received as a result of the Services. 4.2. 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 • 1211698.5 Page 12 of 13 • • business,or for deficiencies which are otherwise incapable of collection(Le,statute of limitation.or other legal defense)shall not he considered a Client.voluntary electionlo waive,sid thus Consultant would not be entitled to compensation related thereto under•this pm/W.1m, 4,3,. Fees related to travel and lodging 63.ipenseS arebilled•g post and.applied to all metingS(including implementation,training,operations,and.sOpport)..Travel expenses only apply to out of scope travel and.mut therefore bepre,approVed by Client. 4;4, Poe's will be invoiced monthly to Client.fof Serviceperfermed dining tnoPflor:Ventn• ee will be netted out.of Client'S•Monthltrevenne-diSbursernent.:Client will submit payMent for any balance due. to consultant iAilthin30:d.ays of receiving the Igy0c0., INWOISMSS•WJIEREOV,thdpatiO•hereto ba,ve entered:into this;Seliceinle.D•to theiv1,5A throtigh their,dulymithorized representatives as. of•et/I ,2021. • • CONg1LTAINTT: CLIENT; • 4HindrlitrDeL1aniasnd.AsOciates City of AphIthicL OR. • By: . By: Its, CIO ' • e:L• • By: . . • • • • • •) • • • • • 1211690 Page 13.of13 • Council Business Meeting May 4, 2021 Approval of Agreements with HdL Companies for Food & Beverage Tax Agenda Item Administration and;State of Oregon Department of Revenue for Transient Lodging Tax Administration From Melanie Purcell Finance Director Contact Melanie.purcell(a,ashland.or.us; (541) 552-2003 SUMMARY This item is continued from the April 20 Business Meeting due to time constraints. Approval is being requested to enter into agreements with HdL Companies for administration of the City of Ashland's Food and Beverage tax and with the State of Oregon Department of Revenue for Transient Lodging Tax Administration. The agreements represent opportunities to reduce costs of administering two significant taxes while maintaining or increasing the City's audit and service capacity. POLICIES,PLANS& GOALS SUPPORTED Section 2:E.Analyze various departments/programs with the goal of gaining efficiencies,reducing costs, and improving City services. Recommendation of the Cost Review Ad-Hoc Committee to seek efficiencies. PREVIOUS COUNCIL ACTION N/A BACKGROUND AND ADDITIONAL INFORMATION As part of the City's continuous review of operations to find more efficient operating tools to provide optimal services to citizens, staff received proposals and interviewed two firms specializing in tax administration services: HdL Companies and Avenu.In comparison with the City's costs, it was determined that only the administration of the Food and Beverage tax with possible transition of the business licenses would be cheaper than the current staffing model. The proposal includes auditing and data collection beyond the City's current capacity and customizable to the City's economic development information needs. The proposal is for three years starting at$10 per processed account per year with$1 per account increases each year. This totals approximately$32,320 per year. Staff was introduced to the new State of Oregon program for Transient Lodging Tax(TLT)administration through the League of Oregon Cities in January.The State's TLT program combines the savings of state-wide volume with customized elements for each municipality participating.The costs, approximately$20,000 annually,also include the cost of auditing filings and collections. To administer the City's taxes,the City will need to update its ordinance to be consistent with state law in terms of language and to delegate collection authority to the State.An updated ordinance will be brought to City Council for consideration in June 2021. The cost of both programs, approximately $52,320 the first year, are less than the cost of three-quarters of a full-time employee which is the equivalent the City currently spends on these services.By transitioning services early in the summer to the contracted format,the City expects to be able to meet the increased demand for customer service when facilities open without filling a vacant three-quarter time position, saving money, and increasing capacity through the next biennium. Page 1 of 2 CITY Of ASHLAND ' J FISCAL IMPACTS The funds for these contracts are budgeted within the Utility Billing/Customer Service division of the Finance Department. The first-year costs are estimated to be $52,320 for both agreements with annual increases for HdL Companies of approximately$2,760 to $3,000 the second and third year of the agreement. The intergovernmental agreement with the State of Oregon Department of Revenue does not indicate specific increases and is a year to year proposal. STAFF RECOMMENDATION Staff recommends approval of the agreement with HdL Companies for Food and Beverage tax administration and Business License Fee administration services for$10 per processed account per year and 35 percent of all recovered revenue as detailed in the attached agreement. Tax & Fee Administration Fee Schedule Service Compensation Business Licenses Food and Year 1 $10.00lprocessed accounttyear . Beverage Tax Administration Services Year 2-$11.O0lprocessed accountlyear+CPI Year 3& beyond-$12.O0lprocessed accountlyear+ CPI Revenue Discovery/Audits 35%of all recovered revenue Staff also recommends approval of the intergovernmental'agreement with the State of Oregon Department of Revenue for Transient Lodging Tax administration services for$175 per vendor per year as detailed in the attached agreement. ACTIONS, OPTIONS &POTENTIAL MOTIONS 1. I move to approve the three-year agreement with HdL Companies for Food and Beverage tax administration and Business License Fee administration services commensurate with the$10.00 per processed account per year proposal in year one and increasing by$1.00 per account per year for years two and three. AND 2. I move to approve the intergovernmental agreement with the State of Oregon Department of Revenue for Transient Lodging Tax administration services for$175 per vendor per year. ATTACHMENTS Attachment 1: State of Oregon Department of Revenue Transient Lodging Tax Collection Intergovernmental Agreement Attachment 2: HdL Companies Tax&Fee Administration Services proposal, dated March 10, 2021 Page2of2 CITYO F g� /� �! C HLAN E • C f s a d TAX & FEE ADMINISTRATION SERVICES March 10, 2021 • HdLCompanies SUBMITTED BY CONTACT HdL Companies George Bonnin 120 S. State College Blvd., Suite 200 T: 714-879-5000 Brea, CA 92821 E: gbonnin©hdlcompanies.com hdlcompanies.com l / • Dear Melanie, Thank you for the opportunity to present this proposal for HdL's Tax & Fee Administration Services. •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 May 31, 2020. Should you have any questions, please contact me at 888.861.0220 or by email at ubonnin c(D'.hdlcompanies.com. Tax & Fee Administration Fee Schedule Service Compensation Business License)Food and Year 1 --$10.001processed accountlyear Beverage Tax Administration Services Year 2- $11.00\processed accouptlyear+ CPI • Year 3 &beyond-$12.001processed account\year+ CPI Revenue Discovery/Audits 35%of all recovered revenue General Scope of Work Business License Tax Administration (Includes Revenue Discovery/Audits) • HdL offers robust solutions for managing compliance of municipal Business License Taxes and its related functions. HdL is ever mindful of the important role that customer service plays in the successful implementation of a compliance and revenue collection program. Therefore, HdL will make every effort to ensure that all communications with the City's business community is kept at a professional level maintaining a careful balance between compliance, revenue collection, tactfulness, sensitivity and taxpayer education. The Business License Tax Administration Service provides a turnkey approach for local governments that need assistance with administering business license 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 business license 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 business license registry. Renewal Processing --Send active business license 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 business license 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 ali 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: ✓ Check/Money Order/Cashier's Check ✓ E-Check V Debit Cards • ✓ Credit Cards(Visa, Mastercard, Discover, &American Express) V 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. . Business License Tax-Revenue Discovery Enriched Data Portfolio /Lead Identification-- UtiIizing data provided by the City, as well as the HdL Enriched Data Portfolio (EDP), HdL's team builds an enhanced listing of entities subjected to licensure or taxation including,but not limited to,those businesses physically located in the City, itinerant businesses, and entities participating in the sharing economy such as short- term rentals(STRs),drive sharing services and others. These entities are electronically matched to the existing files of the City using advanced data matching algorithms, allowing HdL staff to • identify which entities are compliant and which entities require follow up. Field Surveys -- Experienced field crews, equipped with the most advanced tools available (mobile mapping/GPS systems, tablet computers pre-loaded with various City and state-wide databases, etc.) may canvass commercial areas of the City to develop and enhance the leads identified in the EDP. Field Surveys provide additional inventories of active businesses as well as to provide on-site verifications of data culled from other sources. Exception Resolution—Records are reviewed by our skilled team members,filtering out records that may lead to erroneous contacts. This extra step allows staff to find additional revenues not otherwise identifiable through electronic means and assists in reducing potential complaints levied at City staff and management from pursuit of false positives. Compliance Communication and Outreach -- Upon exception resolution, HdL staff initiates contact with the identified entities through a series of City approved communication methods. HdL makes every effort to simplify the process for taxpayers and utilizes a variety of mediums for communication including mail, telephone, email and web-site access. Potential non-compliant entities are notified of their options to comply or dispute their non-compliant status. Initial notification packets Include everything a business needs to become compliant and multiple methods of resolving their accounts. Business Support Center-- HdL operates a business support and service center where the business community can access expert staff during normal business hours. Businesses calling our toll free line can expect minimal hold times along with access to a variety of options which include filing support, payment options, resolution of specific tax issues and other services designed to reduce the burden of registering and filing taxes. Our team of experts, including our resident Certified Revenue Officers(CRO), implements a business friendly and education centric approach to supporting the business community in all aspects of the management and compliance process. Business Support Center —Online -- Businesses are encouraged to take advantage of the range of services available on-line, 24 hours a day, seven days a week. With Hdl. Flex File, businesses can choose to file their new business registration as well as 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 0 excellence in customer service and education by continually improving the registration and payment experience for the business community. Document Submission I Processing—Whether the taxpayer chooses to respond by mail,email or our online filing website,each application submission is reviewed for completion and accuracy prior to processing. Any additional documentation needed to complete the approval of a submission,such as a home occupation permit, can also be requested or forwarded to other City departments either as a pre-requisite or as a courtesy to the business.All submissions are filed and stored electronically and made available to the City via standard reporting processes or upon request. Invoicing --Once an application is approved, invoices are forwarded to the taxpayer indicating detailed tax calculations and balances owed. Taxpayers are provided the opportunity to pay their balances via mail, online, or over the phone services. Taxpayers will also have continued access to our Business Support Center for any questions or disputes arising from the invoice process. • Registry Update — Upon collection of all requirements which may include the payment, application and/or other documentation, HdL will prepare a Registry Update package to include payment as well as copies of all taxpayer correspondence and other relevant information. Data in the City registry file stored in the HdL Prime Software Suite is updated daily with packages from the Compliance Management Services. Once completed, the business will be processed through the standard processes approved through the HdL Operations Management Component. Business License Tax—Audits Analysis &Selection—Audit candidates are selected using a variety of selection methodologies developed by our audit team using decades of business license tax audit experience. Preliminary analysis reports on each business selected are shared with the City prior to moving through the audit phases. Audit Notification &Scheduling -- Businesses selected by HdL and approved by the City are sent a letter notifying them of a scheduled Compliance Analysis Audit. Every effort is made to promote a positive experience for the taxpayer. A detailed description of the requirements and relevant documentation required for the audit is provided to the business 2 weeks in.advance of the proposed audit date. If the business is unable meet the audit date selected by the City all efforts to reschedule the audit to a more accommodating date will be made. Businesses are also afforded the opportunity to schedule flexible appointment times by contacting the Business Support Center or visiting our online support center. Compliance Analysis & Audit — The HdL audit team will audit the financial records of the business to determine compliance with business tax regulations. HdL validates taxing variables such as gross receipts and other relevant information for determining compliance. In addition to identifying underreporting issues, the HdL Audit Program will also focus on other compliance related issues such as assuring correct classifications, multiple location allocation,apportionment issues, and identifying business to business relationships that may create tax liability for 3rd parties. Audit&Compliance Report Upon completion of the audit and analysis,and prior to additional actions,a compliance report will be generated and reviewed with the'City. The report will indicate specific results of the review and recommended future actions. Documentation that substantiates f• ii • the findings in the report will be included with the report to assist the City and HdL in determining next step of the process. Deficiency and Commendation Notification—Upon final review of the audit and analysis report businesses that are found to have deficiencies will be notified of the findings as well as the payment and appeal processes. Hdi. will also work with businesses found to be deficient to explain the current findings and educate taxpayers on proper future filing procedures so as to prevent future errors and deficiencies. Businesses found to be in compliance, will be sent a commendation letter thanking them for their compliance. - Invoicing & Collections — Business found to be underreporting are invoiced through the' standard City approved collections process. Balances are collected and remitted along with supporting documentation to the City through the approved remittance processes.