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Fin Sales Tax Audit Consulting 2018AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND IDNDERLITER, DE LLAMAS AND ASSOCIATES FOR SALES TAX AND TRANSACTION AND USE TAX AUDITS AND INFORMATION SERVICES This Agreement is made and entered into the _\_ day of January, 2018, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and mNDERLITER, DE LLAMAS AND ASSOCIATES, a California Corporation, (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the City of San Rafael entered into an agreement with Hinderliter, de Llamas and Associates to provide the CITY with sales tax audit and transaction and use tax audit and information services; and WHEREAS, sales, transaction and use tax revenues can be increased through a system of continuous monitoring, identification and correction of allocation errors; and WHEREAS, an effective program of sales and use tax management will improve identification of economic opportunities; provide for more accurate sales and use tax forecasting; assist in related revenue collections; and WHEREAS, CONTRACTOR has the programs, equipment and personnel required to deliver the sales and use tax related services referenced herein. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The CITY's Finance Director or Accounting Manager are hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Lloyd de Llamas is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 1 2. "SALES TAX" DEFINED. The tenn "sales tax", wherever that tenn is used in this Agreement, shall mean both the City's Sales and Use tax and the City's Transactions and Use tax. 3. DUTIES OF CONTRACTOR. CONTRACTOR shall perfonn the duties and/or services as follows: A. Sales Tax and Economic Analysis. 1) CONTRACTOR shall establish a special database that identifies the name, address and quarterly allocations of the all sales tax producers within the CITY for the most current and previous eight quarters back, or earlier, if the CITY has prior historical sales tax data available on computer readable magnetic media. A second database covering the same period will be established showing total sales tax receipts for each business category identified by the California (DEPARTMENT OF TAX AND FEE ADMINISTRATION). These databases will be utilized to generate special reports to the CITY on major sales tax producers by rank and category, analysis of sales tax activity by category, business district or redevelopment area specified by CITY, analysis or reporting aberrations and per capita and outlet comparisons with state-wide sales. 2) CONTRACTOR shall provide updated reports each quarter identifying changes in sales by individual businesses, business groups and categories and by geographic area; and current graphics, tables and top 100 listings. Quarterly aberrations due to State audits, fund transfers and receivables along with late or double payments will be identified. Quarterly reconciliation worksheets to assist Finance Officers with budget forecasting will be included. 3) CONTRACTOR shall additionally provide a quarterly summary analysis for the CITY or its Redevelopment Agency to share with Chambers of Commerce and other economic development interest groups that analyze CITY's sales tax trends by major groups and geographic areas without disclosing confidential information. 4) CONTRACTOR shall provide annual reports for the Administrator and City Council identifying historical growth comparisons with state, county, selected city averages and c.P.1. indices; top producer listings and composition and volatility of the economic base. Annual reconciliation worksheets to assist Finance Officers with budget forecasting shall also be provided. 2 5) CONTRACTOR shall make available to CITY staff the CONTRACTOR's sales tax computer software program and database containing sellers' permit information for all in-City business outlets registered with the DEPARTMENT OF TAX AND FEE ADMINISTRATION. In addition, CONTRACTOR shall process for CITY the monthly registration and allocation files provided by the DEPARTMENT OF TAX AND FEE ADMINISTRATION in magnetic media. Printouts of registration changes and dollars allocated by business name and number shall be provided from these files on a monthly basis. B. Allocation Audit and Recovery. 1) CONTRACTOR shall conduct an initial and on-going sales tax audit in order to identify and correct "point-of-sale" distribution errors and thereby generate previously unrealized sales tax income for CITY. Common errors that will be monitored and corrected include transposition error resulting in misallocations; erroneous consolidation of multiple outlets; misreporting of "point-of-sale" to the wrong location; delays in reporting new outlets; misallocating use tax payments to the allocation pools or wrong jurisdictions; and erroneous fund transfers and adjustments. 2) CONTRACTOR shall initiate contacts with the appropriate sales management and accounting officials in companies that have businesses where a probability of error exists to verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner so as to enhance City's relations with the business community. 3) CONTRACTOR shall prepare and submit to the DEPARTMENT OF TAX AND FEE ADMINISTRATION all information necessary to correct any allocation errors that are identified and shall follow-up with the individual businesses and the DEPARTMENT OF TAX AND FEE ADMINISTRATION to ensure that all back quarter payments due the CITY are recovered. 4) If during the course of its audit CONTRACTOR finds businesses located within CITY that are properly reporting sales tax but have the potential for modifying their operation to provide an ever greater share to the CITY, CONTRACTOR shall so advise City upon request, shall work with those businesses and CITY to encourage such changes. C. Ongoing Consultation. CONTRACTOR shall work with CITY and Redevelopment Agency staffs on questions related to tenant mix alternatives for maximum sales tax returns; advise CITY business license staff on utilization of reports to enhance business license collection efforts; provide sales tax projections for economic development projects and budget planning; and provide sample reports, letters and programs to enhance 3 the sales tax base through improved economic development efforts; and provide general information and support on sales and use tax related questions. D. Confidentiality. 1) Section 7056 of the California Revenue and Taxation Code specifically limits the disclosure of confidential taxpayer information contained in the records of the DEPARTMENT OF TAX AND FEE ADMINISTRATION. This section specifies the conditions under which a City may authorize persons other than CITY officers and employees to examine State Sales and Use Tax records . The following conditions specified in California Revenue and Taxation Code section 7056 (b)(1) are hereby made part ofthis Agreement. 2) CONTRACTOR is authorized by this Agreement to examine sales or transactions and use tax records of the DEPARTMENT OF TAX AND FEE ADMINISTRATION provided to CITY pursuant to contract under the Bradley- Burns Uniform Sales and Use Tax Law. 3) CONTRACTOR is required to disclose information contained in, or derived from, those sales or transactions and use tax records only to an officer or employee of CITY who is authorized by resolution to examine the information. 4) CONTRACTOR is prohibited from performing consulting services for a retailer as defined in California revenue and Taxation Code section 6015, during the term of this Agreement. 5) CONTRACTOR is prohibited from retaining the information contained in, or derived from those sales or transactions and use tax records, after this Agreement has expired. Information obtained by examination of DEPARTMENT OF TAX AND FEE ADMINISTRATION records shall be used only for purposes related to the collection of local sales and use tax or for other governmental functions of CITY as set forth by resolution adopted pursuant to California Revenue and Taxation Code section 7056 (b). The resolution shall designate CONTRACTOR as a person authorized to examine sales and use tax records and certify that this Agreement meets the requirements set forth above and in California Revenue and Taxation Code section 7056 (b)(1). 4. CONTRACTOR'S PROFESSIONAL STANDARDS. CONTRACTOR shall maintain or exceed the level of competency presently maintained by other similar practitioners in the State of California, for professional and technical soundness, accuracy and adequacy of all work, advice and materials provided to CITY under the term of this Agreement. 4 5. DUTIES OF CITY. CITY shall adopt a resolution in a form acceptable to the DEPARTMENT OF TAX AND FEE ADMINISTRATION and in compliance with California Revenue and Taxation Code section 7056, authorizing CONTRACTOR to examine the confidential sales tax records of CITY. CITY further agrees to provide any information or assistance that may be readily available such as business license records within CITY and to provide CONTRACTOR with proper identification for contacting businesses. CITY further agrees to continue CONTRACTOR's authorization to examine the confidential sales tax records of the CITY by maintaining CONTRACTOR's name on the CITY Resolution or by providing copies of future allocation reports on computer readable magnetic media until such time as all audit adjustments have been completed by the DEPARTMENT OF TAX AND FEE ADMINISTRATION and percentage reimbursements due the CONTRACTOR have been paid. 6. CONSIDERATION. A. CITY shall pay CONTRACTOR seven hundred, fifty dollars ($750.00) per month for CONTRACTOR's 1) establishment of the sales and transactions tax databases, 2) provision of the ongoing reports and 3) the provision of the computer software program and databases referenced herein. This amount shall be referred to as the "monthly fee". B. In addition to the monthly fee, CITY shall pay CONTRACTOR 15%, limited to a period of eight consecutive reporting quarters, of all new sales, transactions and/or use tax revenue received by CITY as a result of audit and recovery work performed by CONTRACTOR including any reimbursement from the Sales and Use Tax Compensation Fund as outlined in California Revenue and Taxation Code section 97.68. This amount shall be referred to as the "audit fee". New sales, transactions and/or use tax revenue shall not include any amounts determined by CITY or CONTRACTOR to be increment attributable to causes other than CONTRACTOR's work pursuant to this Agreement. In the event that CONTRACTOR is responsible for an increase in the tax reported by businesses already properly making tax payments to CITY, it shall be CONTRACTOR's responsibility to separate and support the incremental amount attributable to its efforts prior to the computation of the audit fee. Said audit fees will apply to State Fund Transfers received for back quarter reallocations and monies received in the first eight consecutive reporting quarters following completion of the audit by CONTRACTOR and confirmation of corrections by the DEPARTMENT OF TAX AND FEE ADMINISTRATION. CONTRACTOR shall provide CITY with an itemized quarterly invoice showing all formula calculations and amounts due for audit fees. C. CONTRACTOR shall obtain CITY approval prior to beginning the work of correcting tax reporting methodology or "point-of-sale" for specific businesses where said payment of the audit fee will be expected. Said approval shall be deemed given when the City Manager or his designated representative, approves a Sales Tax Audit Authorization form. CITY shall pay audit fees upon CONTRACTOR's submittal of evidence of State Fund Transfers and payments to CITY from businesses identified in the audit and approved by the CITY. 5 D. The above sum shall constitute full reimbursement to CONTRACTOR for all direct and indirect expenses incurred by CONTRACTOR in performing audits including salaries of CONTRACTOR's employees and travel expenses in connection with contacting local and out of- state businesses and DEPARTMENT OF TAX AND FEE ADMINISTRATION representatives. 7. PROPRIETARY INFORMATION. In performing its duties under this Agreement, CONTRACTOR will produce reports, technical information and other compilations of data to CITY. These reports, technical information and compilations of data, are derived by CONTRACTOR using methodologies, formulae, programs, techniques and other processes designed and developed by CONTRACTOR at a substantial expense. CONTRACTOR's reports, technical information, compilations of data, methodologies, formulae, programs, techniques and other processes designed and developed by CONTRACTOR shall be referred to as Proprietary Information. CONTRACTOR's Proprietary Information is not generally known by the entities with which CONTRACTOR competes. CONTRACTOR desires to protect its Proprietary Information. Accordingly, to the extent permitted by law, CITY agrees that neither it nor any of its employees, agents, independent contractors or other persons organizations over which it has control, will at any time during the or after the term of this Agreement, directly or indirectly use any of CONTRACTOR's Proprietary Information for any purpose not associated with CONTRACTOR's activities. Further, to the extent permitted by law, CITY agrees that neither it nor any of its employees, agents, independent contractors or other persons organizations over which it has control, will disseminate or disclose any of CONTRACTOR's Proprietary Information to any person or organization not connected with CONTRACTOR, without the express written consent of CONTRACTOR. The CITY also agrees, to the extent permitted by law, that it will undertake all necessary and appropriate steps to maintain the proprietary nature of CONTRACTOR's Proprietary Information. 8. TERM OF AGREEMENT. The term of this Agreement shall be for three (3) years commencing on January 1,2018, and ending on December 31, 2020. 9. TERMINATION. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. 6 C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement including but not limited to, data, surveys and reports, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination and upon CITY's payment of remaining consideration pursuant to section 7E, below. E. Payment of Compensation Upon termination. Upon the presentation of such notice, CONTRACTOR may continue to work through the date of termination. Upon termination as provided herein, CONTRACTOR shall be paid the value of all tax analysis and reporting work performed to date less any payments previously made by CITY. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to amounts due for any unpaid invoices, and to businesses identified by CONTRACTOR which make tax payments after termination of this Agreement as a result of CONTRACTOR's work. After CITY receives said tax payments for such businesses, CONTRACTOR shall be paid the audit fee resulting from tax payments made by the business for back quarter reallocations and the first eight consecutive reporting quarters following completion of the audit by CONTRACTOR and confirmation of corrections by the DEPARTMENT OF TAX AND FEE ADMIN1STRATION. Compensation for any audit work previously authorized and satisfactorily performed shall be made at the times provided in the preceding section 6 ("Consideration") of this Agreement. 10. OWNERSlllP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 11. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 12. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 7 13. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1) A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2) An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence. 3) If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4) If it employs any person, CONTRACTOR shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONTRACTOR's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1) Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) under the policies. 2) The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 01 04 13. 3) Except for professional liability insurance or worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4) The insurance policies shall be specifically endorsed to provide that the insurance carrier 8 shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (l0) days written notice to the PROJECT MANAGER. 5) If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6) The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8) It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 9 14. INDEMNIFICATION. A. CONTRACTOR hereby agrees to, and shall hold CITY, its elective and appointive boards, officers, agents and employees, harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for breach of confidentiality or property damage which may arise from CONTRACTOR'S willful or negligent acts, errors or omissions or those of its employees or agents. CONTRACTOR agrees to and shall defend CITY and its elective and appointive boards, officers, agents and employees from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid willful or negligent acts, errors or omissions. B. CITY hereby agrees to, and shall hold CONTRACTOR, its officers, agents and employees, harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for breach of confidentiality or property damage which may arise from CITY'S negligent acts, errors or omissions including misuse or improper disclosure of confidential information contained in reports submitted by contractor under this Agreement. CITY agrees to and shall defend CONTRACTOR and its officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid negligent acts, errors or omissions and/or misuse or improper disclosure of confidential information. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 15. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin, sexual orientation or disability in connection with or related to the performance of its duties and obligations under this Agreement. 16. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 10 17. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 18. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: TO CONTRACTOR: Van Bach, Accounting Manager Project Manager City of San Rafael 1400 Fifth Ave. (P.O. Box 151560) San Rafael, CA 944915-1560 Andrew Nickerson President Hinderliter, De Llamas and Associates, Inc. 1340 Valley Vista Drive, Suite 200 Diamond Bar, CA 91765 19. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 20. ENTIRE AGREEMENT --AMENDMENTS. A. The terms and conditions of this Agreement and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this 11 Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of any documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 21. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 22. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 23. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 24. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CONTRACTOR's taxpayer identification number is 33-0008507, and CONTRACTOR certifies under penalty of perjury that said taxpayer identification number is correct. 25. APPLICABLE LAW. The laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and shall also govern the interpretation of this Agreement. 12 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL CONTRACTOR By:Q~~ Andrew Nicke on, Presi&iit ATTEST: City Clerk ED AS TO FORM: 13 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Finance Project Manager: Mark Moses / Van Bach Extension: 5018 Contractor Name: Hinderliter DeLia mas and Associates Contractor's Contact: Peggy Fickett Contact's Email: pfickett@hdlcompanies.com D FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *PSA> $20,000; or Purchase> $35,000; or Pub lic Works Contract> $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager / Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE N/A 12/15/2017 12/22/2017 12/22/2017 Cli ck here to enter a date . D N/A Or 1/16/2018 1/10/17 , l-vl-<l ~ '1!V\ "J 1-~~.~ {~ \~l?>-l~ REVIEWER Check/Initial ~ ~ ~LMM ~LMM ~ ~ C~~ lvV~ (~ ~~