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Agreement - HdL Companies - Expires 2026-06-30
City of Gilroy Agreement/Contract Tracking Today’s Date: August 19, 2024 Your Name: Katty Alvarez Contract Type: Services over $5k - Consultant Phone Number: 408-846-0217 Contract Effective Date: (Date contract goes into effect) 7/15/2024 Contract Expiration Date: 6/30/2026 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) HdL Companies Contract Subject: (no more than 100 characters) Transient Occupancy Tax Audit Services Contract Amount: (Total Amount of contract. If no amount, leave blank) $39,560.00 By submitting this form, I confirm this information is complete: Date of Contract Contractor/Consultant name and complete address Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached Taxpayer ID or Social Security # and Contractors License # if applicable Contractor/Consultant signer’s name and title City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 TYPE OF PROCURMENT DOLLAR THRESHOLD / SIGNING AUTHORITY STAFF LEVEL DEPARTMENT HEAD CITY ADMINISTRATOR COUNCIL APPROVAL $0-$999.99 $1,000-$49,999.99 $50,000-$99,999.99 $100,000-Above EQUIPMENT /SUPPLIES/ MATERIALS Furniture, hoses, parts, pipe manholes, office supplies, fuel, tools, PPE items, etc… Vendor selection at discretion of staff Payment Method Purchase Card or Payment Request (if vendor does not accept credit cards) Informal bid/quotation – 3 quotes (verbal or written) Purchasing Summary form w/ Purchasing Approval Purchase Requisition Payment Method Purchase Order* Informal bid/quotation – 3 written quotes Purchasing Summary form w/ City Administrator Approval Purchase Requisition Payment Method Purchase Order Formal Bid Advertisement Council Approval Purchase Requisition signed by City Administrator Payment Method Purchase Order GENERAL SERVICES Janitorial, landscape maintenance, equipment repair, installation, graffiti abatement, service inspections, uniform cleaning, etc… Vendor selection at discretion of staff May require insurance documents depending on scope/ nature of work Payment Method Purchase Card (if incorporated) Signed Payment Request (if sole proprietor or partner) Informal bid/quotation – 3 quotes (verbal or written) Purchasing Summary form w/ Department Head Approval Standard Agreement Purchase Requisition Payment Method Purchase Order* Informal Bid/RFP quotation – 3 written quotes Purchasing Summary form w/ City Administrator Approval Standard Agreement Purchase Requisition Payment Method Purchase Order Formal Bid/RFP/RFQ Advertisement Council Approval Standard Agreement Purchase Requisition Payment Method Purchase Order PROFESSIONAL SERVICES Consultants, architects, designers, auditors, etc... Vendor selection at the discretion of staff Purchase Summary Form w/ Purchasing Approval Standard Agreement signed by Department Head Purchase Requisition Payment Method Purchase Order RFP/RFQ to at least 3 consultants Purchase Summary Form w/ Department Head Approval Standard Agreement Purchase Requisition Payment Method Purchase Order RFP/RFQ to a list of consultants Evaluation Spreadsheet w/ City Administrator Approval Standard Agreement Purchase Requisition Payment Method Purchase Order Formal RFP/RFQ Advertisement Council Approval Standard Agreement signed by City Administrator Purchase Requisition Payment Method Purchase Order Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 10th day of July, 2024, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: HdL Companies, having a principal place of business at 120 S. State College Blvd., Suite 200, Brea, CA 92821. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on July 15, 2024 and will continue in effect through June 30, 2026 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. ______ Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit “A” (“Specific Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit “C” (“Milestone Schedule”). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above-described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT’S services. Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 -2- 4835-2267-0361v1 LAC\04706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT’S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONSULTANT exceed $39,560.00. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 -3- 4835-2267-0361v1 LAC\04706083 ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONSULTANT’S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 -4- 4835-2267-0361v1 LAC\04706083 set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY’S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: CITY will not withhold FICA (Social Security) from CONSULTANT’S payments; CITY will not make state or federal unemployment insurance contributions on CONSULTANT’S behalf; CITY will not withhold state or federal income tax from payment to CONSULTANT; CITY will not make disability insurance contributions on behalf of CONSULTANT; CITY will not obtain workers’ compensation insurance on behalf of CONSULTANT. Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 -5- 4835-2267-0361v1 LAC\04706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT’S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant’s Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’ receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT’S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C” which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT’S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 -6- 4835-2267-0361v1 LAC\04706083 may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT’s duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 -7- 4835-2267-0361v1 LAC\04706083 attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 -8- 4835-2267-0361v1 LAC\04706083 H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: CITY: HdL Companies CITY OF GILROY By: By: Name: Robert Gray Name: Harjot Sangha Title: Vice President Title: Finance Director Social Security or Taxpayer Identification Number 95-4627548 Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Robert Gray, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED/COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written “Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Harjot Sangha, Finance Director, shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit “C”. IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 -2- 4835-2267-0361v1 LAC\04706083 Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT’S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well-organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 -3- 4835-2267-0361v1 LAC\04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY’S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit “A”. CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Harjot Sangha, Finance Director City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Robert Gray, Vice President 120 S. State College Blvd. Suite 200 Brea, CA 92821 I. FEDERAL FUNDING REQUIREMENTS. If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES See attached "APPENDIX B| SCOPE OF SERVICES" Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE See attached "APPENDIX C| MILESTONE SCHEDULE" Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE Services will be billed according to the rates agreed as shown on "APPENDIX D| PAYMENT SCHEDULE" (attached). Projected total cost not to exceed $39,560.00. Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 Staffing HdL’s key staff have extensive local government experience, having previously held positions in city management, finance, planning, economic development or revenue collection. The HdL team includes several experienced business license tax department supervisors, certified revenue officers (CROs), and prior CMRTA board members. HdL’s intimate understanding of local government needs coupled with our extensive databases and advanced methodology provides for the most relevant, productive, and responsive revenue solutions, software systems and customer service. The firm is properly staffed to provide these services to the City and will notify the City if there are any changes to the personnel listed below. Robert Gray – Chief Information Officer, Director of Tax and Fee Administration Mr. Gray serves as Chief Information Officer and Director of Tax and Fee Administration and has been with the firm since 1996. He has extensive experience in the design, development, implementation and operation of revenue management solutions for local government. He introduced HdL’s local tax services, which provide tax administration and consulting services to an increasing number of municipalities. While leading HdL’s Tax and Fee Division through a period of significant growth, he has ensured that HdL maintains its commitment to providing excellent customer service. He earned a Bachelor of Science degree in Computer Science and an MBA from Azusa Pacific University. Josh Davis - Director of Professional Services Mr. Davis has over 25 years of experience with local tax administration, discovery, and audit, and oversees a skilled team which provides the most sophisticated local tax administration services available to municipalities. Trained in revenue audit and discovery techniques, he is skilled in navigating the complex scenarios and needs often encountered during such services. He also possesses strong technical and business process capabilities which he employs to aid HdL clients in meeting their strategic objectives. His reputation amongst municipalities is that of a very capable local taxation expert who will help the municipality achieve their objectives while providing excellent customer service throughout the engagement. Ryan George – Operations Manager Ryan George is the operations manager for all Transient Occupancy Tax (TOT) operations at HdL Lodging Tax, including hotel administration, hotel audit, and short-term rental (STR) administration and compliance. He has over four years’ experience in TOT and STR operations beginning with six city clients and growing the operation to over 15 audit-exclusive clients, 26 hotel administration clients, and 11 short-term rental administration and compliance clients. Prior to HdL, Mr. George spent eleven years as Director of Finance for the University of Phoenix Bay Area, Central Valley, and Sacramento campuses, assisting a revolving student body of over 10,000 students with financing their education, along with managing the accounting and finances of the campuses. APPENDIX B | SCOPE OF SERVICES Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 Michelle Godfrey – Senior Operations Manager Michelle Godfrey joined our team in 2006 as a Revenue Clerk and now serves as HdL’s Senior Operations Manager. During her tenure with HdL, she has served as a Revenue Manager and as a Sales and Use Tax Auditor. With more than 10 years of audit experience in both Sales Tax and Construction Use Tax, she has helped develop proactive audit programs designed to meet the needs of our clients. She is passionate about transaction tax and building and overseeing programs that instill and support compliance and integrity. She holds a Bachelor of Science Degree in Business Administration and Economics from Weber State University and is an active member of Colorado Government Finance Officers Association (CGFOA) and the Colorado Tax Auditor Coalition (CTAC). Connor Duckworth - Client Advisor Mr. Duckworth has over ten years of experience working for both State and local municipalities and providing political consulting to candidates on a number of races and referendums. As a project manager, he is responsible for the development and implementation of business license, tax, and revenue related products and services. He has served as a lecturer and mentor to municipalities nationwide and served as a Vice-President on both Division and State Boards for the CMRTA. He has won the CMRTA Lighthouse Award of Excellence for creating the top business license and revenue program in the State. Additionally, Mr. Duckworth also served on a county-wide office which serves the needs of over 200,000 residents. Process With 40 years of experience providing high quality revenue enhancement services and support to hundreds of California municipalities and their business communities, HdL is uniquely qualified to meet and exceed the City's desired service levels in the City's RFP. HdL is currently providing revenue enhancements services directly to Santa Clara County, affording HdL the data and long-term regional experience needed to best serve the City with these services. As our clients will attest, HdL is prepared to fully deliver on every scope of service item the City has listed in this RFP but also routinely over-delivers in support of the City's strategic initiatives and personnel. Our services is built on a strong foundation of high-quality customer service, education, timely responses and expertise. Only HdL offers high quality services supported by a broad team of municipal professionals with leadership experience at all levels of local government. Ever mindful of the important role that customer service plays in the successful implementation of a compliance and revenue collection program, 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. Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 Page Transient Occupancy Tax Audit Services The HdL Transient Occupancy Tax Audit Program involves a business-friendly approach that reduces City administrative costs and provides the City with assurances of future compliance and reporting practices from the City’s lodging industry. Our approach includes an ordinance and procedural review, lodging provider analysis and selection, thorough audit completion, findings and comprehensive reporting. The Program will include: • Ordinance and Filing Procedure Review: Analysis of Transient Occupancy Tax ordinances and City procedures are conducted to identify possible deficiencies or other administration related issues. The HdL audit team will meet with the City. The HdL audit team will meet with the City to discuss findings and provide recommendations for items such as best practices, form design, administrative procedures, and potential ordinance modifications or loopholes to insure the most effective policies and controls. •Lodging Provider Analysis & Selection : HdL’s audit team will obtain and conduct a review of the most recent 3+ current year period of transient occupancy tax filings as a baseline for the audits. The audit team will analyze lodging provider return information to identify reporting anomalies and potential audit selection or priority. Upon completion of the analysis report, meetings are scheduled with the City to review the results as well as identify lodging providers who require additional investigation. •Audit Notification and Scheduling: Lodging providers selected by HdL and approved by the City are sent a letter and scheduled for a Compliance Analysis Audit. Every effort is made to promote a positive taxpayer experience. Businesses will be reminded of the documents required for the audit through letter, email, and phone communications. Lodging providers are afforded the opportunity to schedule flexible appointment times by contacting the Audit Coordinator. Auditors meet with hotels virtually to perform the audit, unless circumstances require onsite auditing. •Compliance Analysis and Audit: The HdL audit team reviews the books and records of the lodging provider to determine compliance with Transient Occupancy Tax regulations. HdL validates taxable gross rents, exemptions, bank statements, daily/monthly summaries, federal income tax returns, and other relevant information for determining compliance. Supporting documentation for relevant items such as exemptions will also be documented for accuracy. •Findings and Comprehensive Reporting: Upon completion of the audit and analysis, and prior to additional actions, a compliance report is generated and reviewed with the City. The report indicates specific results of the reviews, taxability rationale, and recommended actions. Business-specific documentation will be included with the report to assist the City and HdL in determining next steps. •Deficiency and Commendation Notification: Upon final review with the City, businesses that are found to have deficiencies are notified of the findings as well as payment and dispute processes. Businesses who dispute are scheduled to review the findings with the auditor. The Findings Letter educates taxpayers on proper filing procedures designed to prevent future errors and deficiencies. Lodging Providers found to be compliant are sent a Commendation Letter thanking them for their cooperation and compliance. Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 Page •Invoicing and Collections: Lodging providers found to be underreporting are invoiced by the City through the standard City approved collections process. For agencies with Transient Occupancy Tax Administration Services (see Value-Added Services below), Taxpayers will have access to all the services provided, including the Business Support Center and online support systems. Balances are collected and remitted along with supporting documentation to the City through approved remittance processes. City to Provide City and HdL will work closely to ensure the success of the program and provide a high level of quality service to the business community. As such, HdL requests the assistance of City staff in the following areas: •General assistance in providing background information of the existing City TOT operations •General assistance in establishing deliverables, payment limits and other banking- related documentation •Provide general review of outgoing communication to the business community •Provide general assistance to fine tune processes and prepare for “go live” Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 APPENDIX C | MILESTONE SCHEDULE Day 1: Kick off meeting and request for filing information from the City. Day 7: Filing information received, communication letters approved. Day 14: Audit Communication Letters sent. Day 28: Audit Confirmations received from Properties. Day 42: Documents received from audit properties. Day 50: Audit Meeting for Q&A; additional info requested. Day 80: All information received and analyzed. Day 100: Audit report written, and first draft sent to Client. Day 110: Audit meeting between City and HdL to discuss findings and next steps. Day 115: Findings letters sent by HdL to collect amounts due. Day 125: Responses received from properties. Dispute Meetings Scheduled. Day 130: Dispute Meetings held. Day 140: Dispute results finalized. HdL begins final collections. Day 150: Final Clearance Letters sent. A typical project timeline once a signed contract is received for the project is below. Timeline Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 Page Cost Transient Occupancy Tax Audit Services The fee for lodging tax audit services is $2,150 per hotel plus annual CPI adjustment.* The service includes monthly return monitoring and audits every three years. $2,150 per hotel x 16 lodging establishments $34,400.00 (consisting of 14 operating hotels and two (2) RV parks) 15% contingency $ 5,160.00 Projected Total cost not to exceed $39,560.00 *The fee will increase annually by the percentage increase in the “CPI” for the preceding twelve-month period. Hourly Rates Additional services beyond the scope of services in this proposal are priced separately depending on the complexity of the tasks involved. Such fees can either be fixed costs or time and materials. Please find our currently hourly rates below: Hourly Rate Principal $325 Programmer $295 Senior Analyst $245 Analyst $195 Associate $150 APPENDIX D | PAYMENT SCHEDULE Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/9/2024 Woodruff Sawyer 2 Park Plaza,Suite 500 Irvine CA 92614 WS Certificates 844-972-6326 certificates@woodruffsawyer.com Berkley National Insurance Company 38911 HDLCOMP-01 Hudson Excess Insurance Company 14484HinderliterdeLlamas&Associates HdL Software,LLC. 120 S.State College Blvd,Suite 200 Brea,CA 92821 1449362703 A X 1,000,000 X 1,000,000 15,000 1,000,000 2,000,000 X Y TCP702275411 5/26/2024 5/26/2025 2,000,000 A 1,000,000 X TCP702275411 5/26/2024 5/26/2025 A X X 5,000,000TCP7022754115/26/2024 5/26/2025 5,000,000 X None B E&O/Cyber Liability EET1416702 5/26/2024 5/26/2025 Per Claim/Aggregate $2,000,000 Retroactive Date for Professional Liability-2/15/2013. Line Of Coverage:Crime Policy #82556901 Effective Date 5/26/2024 -5/26/2025 Carrier:Federal Insurance Company NAIC #20281 Crime Limit:$1,000,000 See Attached... City of Gilroy,its officers,officials and employees 7351 Rosanna Street Gilroy,CA 95020 Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: HDLCOMP-01 1 1 Woodruff Sawyer Hinderliter de Llamas &Associates HdL Software,LLC. 120 S.State College Blvd,Suite 200 Brea,CA 92821 25 CERTIFICATE OF LIABILITY INSURANCE City of Gilroy,its officers,officials and employees are included as additional insured as respects General Liability to the extent provided in the attached form. Notice of Cancellation applies with respects General Liability to the extent provided in the attached form. Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 POLICY NUMBER:COMMERCIAL GENERAL LIABILITY CG 02 24 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 02 24 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 oo EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Number of Days' Notice (If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. 30 TCP702275411 City of Gilroy,its officers,officials and employees 7351 Rosanna Street Gilroy,95020CA Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1.In the performance of your ongoing operations; or 2.In connection with your premises owned by or rented to you. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. TCP702275411 City of Gilroy,its officers,officials and employees 7351 Rosanna Street Gilroy,CA 95020 Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 08/09/2024 Marsh Affinity a division of Marsh USA LLC. PO BOX 14404 Des Moines, IA 50306-9686 Marsh Affinity 800-743-8130 ADPTotalSource@marsh.com AIU Insurance Company 19399 A 07/01/2024 07/01/2025 2,000,000 2,000,000 2,000,000 ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Hinderliter de Llamas & Associates 120 S State College Blvd Suite 200 Brea, CA 92821 WC 088412194 CAX All worksite employees working for Hinderliter de Llamas & Associates paid under ADP TOTALSOURCE, INC.'s payroll, are covered under the above stated policy. WAIVER OF SUBROGATION IN FAVOR OF City of Gilroy, its officers, officials and employees AS RESPECTS OF JOB PERFORMED BY Hinderliter de Llamas & Associates AS REQUIRED BY WRITTEN CONTRACT. City of Gilroy, its officers, officials and employees 7351 Rosanna Street Gilroy, CA 95020 X Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5 WAIVER OF SUBROGATION IN FAVOR OF City of Gilroy, its officers, officials and employees AS RESPECTS OF JOB PERFORMED BY Hinderliter de Llamas & Associates AS REQUIRED BY WRITTEN CONTRACT. City of Gilroy, its officers, officials and employees 7351 Rosanna Street Gilroy, CA 95020 07/01/2024 WC 088412194 CA AIU Insurance Company ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Hinderliter de Llamas & Associates 120 S State College Blvd Suite 200 Brea, CA 92821 Docusign Envelope ID: 35632075-13E6-416B-9246-25F352F0A3E5