Agenda Packet_2024-07-16 (Revised)

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DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1 B to use said software for the benefit of others. This software use authorization is not transferable. Upon termination or expiration of this Agreement, the software use authorization shall expire, and all City staff website logins shall be de-activated. b. Proprietary Information. As used herein,the term"proprietary information"means all information or material that has or could have commercial value or other utility in HdL's business, including without limitation: HdL's (i) computer or data processing programs; (ii) data processing applications, routines, subroutines, techniques or systems;desktop or web-based software;(iii)business processes;(iv)marketing plans, analysis and strategies;and(v)materials and techniques used;as well as the terms and conditions of this Agreement.Except as otherwise required by law,City shall hold in confidence and shall not use (except as expressly authorized by this Agreement) or disclose to any other party any proprietary information provided,learned of or obtained by City in connection with this Agreement. The obligations imposed by this Section shall survive any expiration or termination of this Agreement or otherwise. The terms of this Section shall not apply to any information that is public information. SECTION II: FEES &CHARGES 1. SALES AND USE TAX AND ECONOMIC ANALYSIS/FORECASTING SERVICES/REPORTS 1.1 Fees for performing the sales tax and economic analysis/forecasting Services as described above shall initially be $833.33 per month, commencing with the month of the Effective Date (hereafter referred to as"monthly fee").The monthly fee shall be invoiced quarterly in arrears and payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. 1.2 Fees may be increased once every fiscal year(as dcfined by the City,the period running from July I"through June 30'hthe following 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, but in no event may exceed an increase of five percent (5%). ALLOCATION AND AUDIT RECOVERY SERVICES 1.3 Fees for performing the allocation and audit recovery Services described above shall be 15% of all new, increased and recovered sales and use tax revenue received by the City as a result, in whole or in part,of the allocation audit and recovery services(hereafter referred to as"audit fee").The fee shall be paid notwithstanding any related City assistance,work in parallel,and/or incurrence of attorneys' fees or other costs or expenses in connection, with the relevant services. 1.4 The fee described above include, without limitation, State fund transfers received for back quarter reallocations and monies received in the second eight(8)consecutive reporting quarters following completion of HdL's allocation audit and confirmation of the corrections by the CDTFA. 1.5 These fees shall be paid by City upon HdL's submittal of evidence of HdL's relevant services in support thereof, including, without limitation, copies of relevant communications between HdL and the CDTFA and/or taxpayers. 2. TRANSACTIONS TAX AND ECONOMIC ANALYSIS/FORECASTING SERVICES/REPORTS 2.1 Fees shall be paid$166.66 monthly billed quarterly for the transaction district tax reports that we include with the quarterly sales tax analyses. The monthly fee shall be invoiced quarterly in arrears and payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. 2.2 Fees may be increased once every fiscal year(as defined by the City,the period running from City Council 23 — 17 7/16/2024