AMENDMENT TO AGREEMENT

BETWEEN THE COUNTY OF SAN MATEO AND
Hinderliter, de Llamas & Associates

THIS AMENDMENT TO THE AGREEMENT, entered into this _____ day of _______________, 20_____, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and Hinderliter, de Llamas & Associates, hereinafter called "Contractor";

W I T N E S S E T H:

WHEREAS, pursuant to Government Code, Section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof;

WHEREAS, the parties entered into an Agreement for sales tax audit, recovery and consulting services on December 12, 2006; and

WHEREAS, the parties wish to amend the Agreement to extend the existing terms by one calendar year, to December 31, 2010, and amend the not-to-exceed amount by $100,000 to a new total of $400,000.

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

1.

Section 3. Payments

In consideration of the services provided by Contractor in accordance with all terms, conditions and specifications set forth herein and in Exhibit "A," County shall make payment to Contractor based on the rates and in the manner specified in Exhibit "B." The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. In no event shall the County’s total fiscal obligation under this Agreement exceed four hundred thousand dollars, $400,000.

The County's payment to Contractor is based on a percentage of money the Contractor recovers for the County. Accordingly, the County's payment to Contractor, and the County's maximum fiscal obligation stated herein, is based on the parties' projection of the amount of recovery the County is expected to realize as a result of Contractor's services.

The parties will monitor performance and payments to verify that they are taking place at the projected rate. If trend data indicates that County is likely to recover more revenue than projected, that could cause the County's maximum fiscal obligation to exceed the projection stated in this section 3. In that case, the parties or their designees will meet and confer in an effort to agree upon a revised maximum fiscal obligation, and in the event an agreement is reached, to amend the Agreement accordingly.

2.

Section 4. Term and Termination

Subject to compliance with all terms and conditions, the term of this Agreement shall be from January 1, 2007 through December 31, 2010. At the end of the three year term and with concurrence from both parties, the County and the Contractor may elect to extend the Agreement for one additional year, to December 31, 2011.

This Agreement may be terminated by Contractor, the County Manager or his/her designee at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party.

In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be that portion of the full payment which is determined by comparing the work/services completed to the work/services required by the Agreement.

3.

All other terms and conditions of the agreement dated December 12, 2006, between the County and Contractor shall remain in full force and effect.