HomeMy WebLinkAbout05 Res 2021-37 - MuniServices for CDTFAMEETING DATE:
PREPARED BY :
REQUEST:
Recommendation
STAFF REPORT
CITY OF PALM DESERT
FINANCE DEPARTMENT
June 24 , 2021
Veronica Tapia , Senior Management Analyst
That the City Council waive further read ing and adopt:
1) Resolution No . 2021-37 , a Resolution of the City Council of the City of P e
Authorizing the designation of Muniservices , LLC to examine the sales or ransactIons and
use tax records of the California Department of Tax and Fee Administ rat ion (CDTFA) in
substantial form ; and
2) Approve Amendment and Novation Agreement with Municipal Resource Consultant and
Muniservices , LLC in substantial form and authorize City Manager to execute .
Background
Section 7056 .5 of the California Revenue and Taxation Code establishes crim inal penalties for
the unlawful disclosure of information contained in , or derived from , the sales or transactions and
use tax records of the Department. The CDTFA has requested that the City of Palm Desert
update information on file relating to the entities who are permitted access to their records.
MuniServices , LLC has served as the designated contractor for the City 's sales and use tax for
quite some time , however has gone through several name changes throughout that time . CDTFA
is merely requiring that we update our files to match the current legal name in order to ensure that
there is no violation of this section .
Approval of the Resolution and the Amended Agreement will provide MuniServices w ith the
continued authorization needed to continue to examine the City 's records with the CDTFA.
Fiscal Analysis
This resolution merely updates the newly required information necessary to access records with
the CDTFA. There is no impact to the C ity 's General Fund from this request.
FINANCIAL
LEGAL REVIEW DEPT. REVIEW REVIEW
N/A 9-,,.,.,.,e::r 711. 71100-1,e, 9-,,.,.,.,e::r 711. 71100-,,e,
Bob Hargreaves Janet M . Moore Janet M. Moore City Attorney Director of Finance Director of Finance
L. Todd Hileman , C ity Manager: L . Todd HiLeV\A.CH11,
ATTACHMENTS : Resolution No . 2021-37
Amendment to Agreement
ASSISTANT
CITY MANAGER
:A.nay :Firestine
Andy F irestine
Assistant City Manager
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RESOLUTION NO. 2021-37
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT
AUTHORIZINGEXAMINATION OF SALES AND USE TAX RECORDS
WHEREAS, pursuant to Ordinance Number 7, the City of Palm Desert (“City”) entered
into a contract with the California Department of Tax and Fee Administration (Department) to
perform all functions incident to the administration and collection of sales and use taxes; and
WHEREAS, pursuant to Revenue and Taxation Code section 7270, the City entered
into a contract with the California Department of Tax and Fee Administration (“Department”) to
perform all functions incident to the administration and collection of transactions and use taxes;
and
WHEREAS, the City Council of the City of Palm Desert deems it desirable and
necessary for authorized officers, employees and representatives of the City to examine
confidential sales or transactions and use tax records of the Department pertaining to sales
and use taxes collected by the Department for the City pursuant to that contract; and
WHEREAS, Section 7056 of the California Revenue and Taxation Code sets forth
certain requirements and conditions for the disclosure of Department records, and Section
7056.5 of the California Revenue and Taxation Code establishes criminal penalties for the
unlawful disclosure of information contained in, or derived from, the sales or transactions and
use tax records of the Department;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM DESERT
HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERSS AS FOLLOWS:
Section 1. That the City Manager, Director of Finance, Assistance Director of Finance
or other officer or employee of the City designated in writing by the Director of Finance to the
California Department of Tax and Fee Administration is hereby appointed to represent the City
with authority to examine sales or transactions and use tax records of the Department
pertaining to sales and use taxes collected for the City by the Department pursuant to the
contract between the City and the Department.
Section 2. The information obtained by examination of Department records shall be
used only for purposes related to the collection of City sales and use taxes by the Department
pursuant to that contract, and for purposes related to the following governmental functions of
the City:
(a)Economic Development
(b)Budget Planning
(c)Transportation Planning
The information obtained by examination of Department records shall be used only for those
governmental functions of the City listed above.
Section 3. That MuniServices, LLC. is hereby designated to examine the sales or
transactions and use tax records of the Department pertaining to sales and use taxes collected
RESOLUTION NO. 2021-37
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for the City by the Department. The person or entity designated by this section meets all of the
following conditions, which are also included in the contract between the City and
MuniServices, LLC:
a) has an existing contract with the City to examine those sales or transactions and use
tax records;
b) is required by that contract to disclose information contained in, or derived from, those
sales or transactions and use tax records only to the officer or employee authorized
under Section 1 of this resolution to examine the information.
c) is prohibited by that contract from performing consulting services for a retailer during the
term of that contract;
d) is prohibited by that contract from retaining the information contained in, or derived from
those sales or transactions and use tax records, after that contract has expired.
BE IT FURTHER RESOLVED that the information obtained by examination of Department
records shall be used only for purposes related to the collection of City sales and use taxes by
the Department pursuant to the contract between the City and the Department and for those
purposes relating to the governmental functions of the City listed in section 2 of this resolution.
Section 4. That MuniServices, LLC. is hereby designated to examine the sales or
transactions and use tax records of the Department pertaining to any petition or appeal for the
reallocation/redistribtuion of sales or transactions and use taxes that was filed by MuniServices,
LLC. on behalf of the City pursuant to the contract between the MuniServices, LLC. and City.
The person or entity designated by this section meets all of the following conditions, which are
also included in the contract between the City and the MuniServices, LLC.:
a) has an existing contract with the City to examine those sales or transactions and use
tax records;
b) is required by that contract to disclose information contained in, or derived from, those
sales or transactions and use tax records only to the officer or employee authorized
under Section 1 of this resolution to examine the information.
c) is prohibited by that contract from performing consulting services for a retailer during the
term of that contract;
d) is prohibited by that contract from retaining the information contained in, or derived from
those sales or transactions and use tax records, after that contract has expired.
Section 5. That this resolution supersedes all prior resolutions of the City Council of the
City of Palm Desert adopted pursuant to subdivision (b) of Revenue and Taxation Code section
7056.
RESOLUTION NO. 2021-37
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PASSED, APPROVED AND ADOPTED this 24th day of June, 2021.
AYES:
NOES:
ABSENT:
ABSTAIN:
____________________________________
KATHLEEN KELLY, MAYOR
ATTEST:
_____________________________________
M. GLORIA SANCHEZ, ACTING CITY CLERK
PALM DESERT, CALIFORNIA
I, ____________________, City Clerk of the City of _______________________, California,
DO HEREBY CERTIFY that the foregoing resolution was duly introduced, approved and
adopted by the City Council of the City of _______________________, at a regular meeting of
said Council held on the ________ day of ________________, 20___, by the following roll call
vote:
Ayes:
Noes:
Absent:
(s) _______________________________
Acting City Clerk
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AMENDMENT AND NOVATION AGREEMENT BETWEEN
MUNICIPAL RESOURCE CONSULTANTS
AND
MUNISERVICES, LLC
THIS AMENDMENT AND NOVATION AGREEMENT (the "Novation") is between
Municipal Resource Consultants (the “Assigning Party”), and MuniServices LLC, (the
“Assuming Party”) both Delaware limited liability companies, with offices located at 5680
Trinity Parkway, Suite 120, Centreville VA 20120, and the City of Palm Desert, an
instrumentality of the State of California, 73510 Fred Waring Dr, Palm Desert, CA 92260
(“Remaining Party”), (together, the "Parties") is entered into this 24th day of June 2021
(the "Novation Effective Date").
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
The parties intend that this Amendment (No. 1) to Agreement C37640 between Municipal
Resource Consultants and The City of Palm Desert, of the state of California, entered into
on October 4, 2018 (the “Agreement") (attached hereto as Exhibit A) for Sales and Use
Tax Services to be a novation and that the Assuming Party be substituted for the
Assigning Party. The Remaining Party recognizes Assuming Party as Assigning Party’s
successor-in-interest in and to the Agreement. By this Agreement, the Assuming Party
becomes entitled to all rights, title, and interest of the Assigning Party, in and to the
Assigned Agreement in as much as Assuming Party is the substituted party to the
Assigned Agreement as of and after the Effective Date. Remaining Party and Assuming
Party shall be bound by the terms of the Assigned Agreement in every way as if Assuming
Party is named in the novated Assigned Agreement in place of Assigning Party as a party
thereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.
ASSUMING PARTY
MUNISERVICES, LLC
By:____________________
Name:_________________
Title:___________________
Amendment No. 1 to C37640
ASSIGNING PARTY
MUNICIPAL RESOURCE CONSULTANTS
By_____________________
Name:_____________________
Title:_______________________
REMAINING PARTY
CITY OF PALM DESERT
Attest:
By:_________________
By:_____________________
Name:__________________
Title:____________________
Amendment No. 1 to C37640
EXHIBIT A
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EXHIBIT "A"
CONTRACT NO. C37640
CITY OF PALM DESERT
PROFESSIONAL SERVICES AGREEMENT
PARTIES AND DATE.
This Agreement is made and entered into this 13th day of August, 2018, by and between
the City of Palm Desert, a municipal corporation organized under the laws of the State of California
with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260-
2578, County of Riverside, State of California ("City") and Avenu Insights & Analytics, LLc, a
Delaware limited liability company (also known as MuniServices, LLC), with its principal place of
business at 7625 N. Palm Avenue , Suite 108, Fresno, CA 93711 ("Consultant"). City and
Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing professional sales and use tax analytics
and audit consulting services to public clients, is licensed in the State of California, and is familiar
with the plans of City.
2.2 Project.
City desires to engage Consultant to render such professional services for Sales and Use
Tax Analytics and Auditing Services as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional sales tax consulting services necessary
for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached
hereto and incorporated herein by reference. All Services shall be subject to, and perFormed in
accordance with, this Agreement, the exhibits attached hereto and incorporated herein by
reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from July 1, 2018 to July 1,
2023, unless earlier terminated as provided herein. The City shall have the unilateral option, at
its sole discretion, to renew this Agreement automatically for no more than five (5) additional one-
year terms."**] Consultant shall complete the Services within the term of this Agreement, and
shall meet any other established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Independent Contractor� Control and Pavment of Subordinates,. The
Services shall be perFormed by Consultant or under its supervision. Consultant will determine the
means, methods and details of pertorming the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
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Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel perForming the Services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Neither City, nor any of its officials, officers,
directors, employees or agents shall have control over the conduct of Consultant or any of
Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant
shall pay all wages, salaries, and other amounts due such personnel in connection with their
performance of Services under this Agreement and as required by law. Consultant shall be
responsible for all reports and obligations respecting such additional personnel, including, but not
limited to: social security taxes, income tax withholding, unemployment insurance, disability
insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously,
within the term of this Agreement, and in accordance with the Schedule of Services set forth in
Exhibit "A" attached hereto and incorporated herein by reference. Consultant represents that it
has the professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate ConsultanYs conformance with the Schedule, City shall
respond to Consultant's submittals in a timely manner. Upon request of City, Consultant'shall
provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Reauirements,. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Kev Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel
of at least equal competence upon written approval of City. In the event that City and Consultant
cannot agree as to the substitution of key personnel, City shall be entitled to terminate this
Agreement for cause. As discussed below, any personnel who fail or refuse to perForm the
Services in a manner acceptable to the City, or who are determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Project by the
Consultant at the request of the City. The key personnel for performance of this Agreement are
presented in Exhibit C of the consultants agreement (Exhibit A).
3.2.5 Citv's Representative. The City hereby designates Janet Moore, Director
of Finance, or his/her designee, to act as its representative in all matters pertaining to the
administration and performance of this Agreement ("City's Representative"). City's
Representative shall have the power to act on behalf of the City for review and approval of all
products submitted by Consultant but not the authority to enlarge the Scope of Work or change
the total compensation due to Consultant under this Agreement. The City Manager shall be
authorized to act on City's behalf and to execute all necessary documents which enlarge the
Scope of Work or change the Consultant's total compensation subject to the provisions contained
in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person
other than the City Manager, City's Representative or his/her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Karo
Aydindzhyan, Client Services Manager, or his/her designee, to act as its representative for the
performance of this Agreement ( Consultant s Representative ). Consultant s Representative
shall have full authority to represent and act on behalf of the Consultant for all purposes under
this Agreement. The Consultant's Representative shall supervise and direct the Services, using
his/her best skill and attention, and shall be responsible for all means, methods, techniques,
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sequences, and procedures and for the satisfactory coordination of all portions of the Services
under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff
in the performance of Services and shall be available to City's staff, consultants and other staff at
all reasonable times.
3.2.8 Standard of Care: Performance of Emplovees. Consultant shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Consultant represents and maintains that it is skilled in the professional calling
necessary to perform the Services. Consultant warrants that all employees and subconsultants
shall have sufficient skill and experience to perform the Services assigned to them. Finally,
Consultant represents that it, its employees and subconsultants have all licenses, permits,
qualifications and approvals of whatever nature that are legally required to perform the Services,
and that such licenses and approvals shall be maintained throughout the term of this Agreement.
As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at
its own cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with the
standard of care provided for herein. Any employee of the Consultant or its sub-consultants who
is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely
completion of the Project, a threat to the safety of persons or property, or any employee who fails
or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed
from the Project by the Consultant and shall not be re-employed to perform any of the Services
or to work on the Project.
3.2.9 Period of Performance. Consultant shall perform and complete all Services
under this Agreement within the term set forth in Section 3.1.2 above ("Performance Time").
Consultant shall also perform the Services in strict accordance with any completion schedule or
Project milestones described in Exhibit A attached hereto, or which may be separately agreed
upon in writing by the City and Consultant ("Performance Milestones"). Consultant agrees that if
the Services are not completed within the aforementioned Performance Time and/or pursuant to
any such Project Milestones developed pursuant to provisions of this Agreement, it is understood,
acknowledged and agreed that the City will suffer damage.
3.2.10 �aws and Reaulations: Emplovee/Labor Certification. Consultant shall
keep itself fully informed of and in compliance with all local, state and federal laws, rules and
regulations in any manner affecting the performance of the Project or the Services, including all
Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for
all violations of such laws and regulations in connection with Services. If Consultant performs
any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely
responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its
officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any failure
or alleged failure to comply with such laws, rules or regulations.
3.2.10.1 Emqlovment Eliqibilitv: Consultant. By executing this
Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state
and federal law respecting the employment of undocumented aliens, including, but not limited to,
the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such
requirements and restrictions include, but are not limited to, examination and retention of
documentation confirming the identity and immigration status of each employee of the Consultant.
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Consultant also verifies that it has not committed a violation of any such law within the five (5)
years immediately preceding the date of execution of this Agreement, and shall not violate any
such law at any time during the term of the Agreement. Consultant shall avoid any violation of
any such law during the term of this Agreement by participating in an electronic verification of
work authorization program operated by the United States Department of Homeland Security, by
participating in an equivalent federal work authorization program operated by the United States
Department of Homeland Security to verify information of newly hired employees, or by some
other legally acceptable method. Consultant shall maintain records of each such verification, and
shall make them available to the City or its representatives for inspection and copy at any time
during normal business hours. The City shall not be responsible for any costs or expenses related
to ConsultanYs compliance with the requirements provided for in Section 3.2.10 or any of its sub-
sections.
3.2.10.2 Emplovment Eliqibilitv: Subcontractors, Consultants, Sub-,
subcontractors and Subconsultants. To the same extent and under the same conditions as
Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and
subconsultants performing any work relating to the Project or this Agreement to make the same
verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.
3.2.10.3 Emqlovment Eliaibilitv: Failure to Complv, Each person
executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer
of Consultant, and understands that any of the following shall be grounds for the City to terminate
the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, sub-
subcontractors or subconsultants to meet any of the requirements provided for in Sections
3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with
such requirements (including in those verifications provided to the Consultant under Section
3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in
compliance with such requirements.
3.2.10.4 Eaual Opportunitv Employment. Consultant represents that it is
an equal opportunity employer and it shall not discriminate against any subconsultant, employee
or applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex or age. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination. Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in
effect or hereinafter enacted.
3.2.10.5 Air Qualitv. To the extent applicable, Consultant must fully
comply with all applicable laws, rules and regulations in furnishing or using equipment and/or
providing services, including, but not limited to, emissions limits and permitting requirements
imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air
Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more
broad, Consultant shall specifically be aware of their application to "portable equipmenY', which
definition is considered by SCAQMD and CARB to include any item of equipment with a fuel-
powered engine. Consultant shall indemnify City against any fines or penalties imposed by
SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable
laws, rules and/or regulations by Consultant, its sub-consultants, or others for whom Consultant
is responsible under its indemnity obligations provided for in this Agreement.
3.2.10.6 Safetv. Consultant shall execute and maintain its work so as to
avoid injury or damage to any person or property. In carrying out its Services, the Consultant
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shall at all times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees appropriate
to the nature of the work and the conditions under which the work is to be performed. Safety
precautions, where applicable, shall include, but shall not be limited to: (A) adequate life
protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all
employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges,
gang planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to prevent
accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all
safety measures.
3.2.11 Insurance
3.2.11.1 Minimum Reauirements. Without limiting ConsultanYs
indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and
maintain at its own expense during the term of this Agreement, policies of insurance of the type
and amounts described below and in a form that is satisfactory to City.
(A) General Liabilitv Insurance. Consultant shall maintain
commercial general liability insurance with coverage at least as broad as Insurance Services
Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general
aggregate, for bodily injury, personal injury, and property damage. The policy must include
contractual liability that has not been amended. Any endorsement restricting standard ISO
"insured contracY' language will not be accepted.
(B) Automobile Liabilitv Insurance. Consultant shall maintain
automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering
bodily injury and property damage for all activities of the Consultant arising out of or in connection
with Work to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident. The City's Risk Manger may modify this requirement if it is determined that Consultant
will not be utilizing a vehicle in the performance of his/her duties under this agreement.
(C) Professional Liabilitv (Errors & Omissionsl Insurance.
Consultant shall maintain professional liability insurance that covers the Services to be performed
in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the
aggregate. Any policy inception date, continuity date, or retroactive date must be before the
effective date of this agreement and Consultant agrees to maintain continuous coverage through
a period no less than three years after completion of the services required by this agreement.
(D) Workers' Compensation Insurance,. Consultant shall
maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance
(with limits of at least $1,000,000). Consultant shall submit to City, along with the certificate of
insurance, a Waiver of Subrogation endorsement in favor of the City of Palm Desert, its officers,
agents, employees and volunteers.
(E) Umbrella or Excess Liabilitv Insurance. Consultant may opt
to utilize umbrella or excess liability insurance in meeting insurance requirements. In such
circumstances, Consultant shall obtain and maintain an umbrella or excess liability insurance
policy with limits that will provide bodily injury, personal injury and property damage liability
coverage at least as broad as the primary coverages set forth above, including commercial
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general liability and employer's liability. Such policy or policies shall include the following terms
and conditions:
(1) A drop down feature requiring the policy to respond if
any primary insurance that would otherwise have
applied proves to be uncollectible in whole or in part for
any reason;
(2) Pay on behalf of wording as opposed to reimbursement;
(3) Concurrency of effective dates with primary policies;
and
(4) Policies shall "follow form" to the underlying primary
policies.
(5) Insureds under primary policies shall also be insureds
under the umbrella or excess policies.
(F) Cvber Liabilitv Insurance. Consultant shall procure and
maintain Cyber Liability insurance with limits of $1,000,000 per occurrence/loss, which shall
include the following coverage:
(1) Liability arising from the theft, dissemination and/or use
of confidential or personally identifiable information;
including credit monitoring and regulatory fines arising
from such theft, dissemination or use of the confidential
information.
(2) Network security liability arising from the unauthorized
use of, access to, or tampering with computer systems.
(3) Liability arising from the failure of technology products
(software) required under the contract for Consultant to
properly perform the services intended.
(4) Electronic Media Liability arising from personal injury,
plagiarism or misappropriation of ideas, domain name
infringement or improper deep- linking or framing, and
infringement or violation of intellectual property rights.
(5) Liability arising from the failure to render professional
services
If coverage is maintained on a claims-made basis, Consultant shall maintain such
coverage for an additional period of three (3) years following termination of the Contract.
3.2.11.2 Other Provisions or Reauirements.
(A) Proof of Insurance. Consultant shall provide certificates of
insurance to City as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation. Insurance certificates and endorsements
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must be approved by City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during the term of this contract.
City reserves the right to require complete, certified copies of all required insurance policies, at
any time.
(B) Duration of Coveraae. Consultant shall procure and
maintain for the duration of the contract insurance against claims for injuries to persons or
damages to property, which may arise from or in connection with the perFormance of the Work
hereunder by Consultant, his/her agents, representatives, employees or subconsultants.
(C) Primarv/Non-Contributinq. Coverage provided by
Consultant shall be primary and any insurance or self-insurance procured or maintained by City
shall not be required to contribute with it. The limits of insurance required herein 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 non-contributory basis for the benefit of City before the City's own insurance or self-
insurance shall be called upon to protect it as a named insured.
(D) Citv's Riahts of Enforcement. In the event any policy of
insurance required under this Agreement does not comply with these specifications, or is
canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant, or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(E) Acceptable Insurers. All insurance policies shall be issued
by an insurance company currently authorized by the Insurance Commissioner to transact
business of insurance or is on the List of Approved Surplus Line Insurers in the State of California,
with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or
larger) in accordance with the latest edition of BesYs Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
(F) Waiver of Subroaation. All insurance coverage maintained
or procured pursuant to this agreement shall be endorsed to waive subrogation against the City
of Palm Desert, its elected or appointed officers, agents, officials, employees and volunteers, or
shall specifically allow Consultant or others providing insurance evidence in compliance with
these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its
own right of recovery against the City of Palm Desert, its elected or appointed officers, agents,
officials, employees and volunteers, and shall require similar written express waivers and
insurance clauses from each of its sub-contractors.
(G) Enforcement of Contract Provisions (non estoppell.
Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to
inform Consultant of non-compliance with any requirement imposes no additional obligations on
the City nor does it waive any rights hereunder.
(H) Reauirements Not Limitinq. Requirements of specific
coverage features or limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by any insurance.
Specific reference to a given coverage feature is for purposes of clarification only as it pertains to
a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher limits than the
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minimums shown above, the City requires and shall be entitled to coverage for the higher limits
maintained by the Consultant. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
(I) Notice of Cancellation. Consultant agrees to oblige its
insurance agent or broker and insurers to provide to City with a thirty (30) day notice of
cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of
coverage for each required coverage.
(J) Additional Insured Status. General liability and automobile
liability policies shall provide or be endorsed to provide that the City of Palm Desert and its officers,
officials, employees, agents, and volunteers shall be additional insureds with regard to liability
and defense of suits or claims arising out of the performance of the Agreement, under such
policies. This provision shall also apply to any excess/umbrella liability policies.
(K) Prohibition of Undisclosed Coveraae Limitations. None of
the coverages required herein will be in compliance with these requirements if they include any
limiting endorsement of any kind that has not been first submitted to City and approved of in
writing.
(L) Seoaration of Insureds. A severability of interests provision
must apply for all additional insureds ensuring that Consultant's insurance shall apply separately
to each insured against whom claim is made or suit is brought, except with respect to the insurer's
limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
(M) Pass Throuah Clause. Consultant agrees to ensure that its
sub-consultants, sub-contractors, and any other party involved with the project who is brought
onto or involved in the project by Consultant, provide the same minimum insurance coverage and
endorsements required of Consultant. Consultant agrees to monitor and review all such coverage
and assumes all responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Consultant agrees that upon request, all agreements with
consultants, sub-contractors, and others engaged in the project will be submitted to City for
review.
(N) Citv's Ripht to Revise Specifications. The City reserves the
right at any time during the term of the contract to change the amounts and types of insurance
required by giving the Consultant ninety (90) days advance written notice of such change. If such
change results in subsfantial additional cost to the Consultant, the City and Consultant may
renegotiate Consultant's compensation.
(0) Self-Insured Retentions. Any self-insured retentions must
be declared to and approved by City. City reserves the right to require that self-insured retentions
be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to
comply with these specifications unless approved by City.
(P) Timelv Notice of Claims. Consultant shall give City prompt
and timely notice of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve coverage under any of the
required liability policies.
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(Q) Additional Insurance. Consultant shall also procure and
maintain, at its own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the Services.
3.2.12 Water Qualitv Manaaement and Compliance.
3.2.12.1 Storm Water Manaaement. Storm, surface, nuisance, or other
waters may be encountered at various times during the Services. Consultant hereby
acknowledges that it has investigated the risk arising from such waters, and assumes any and all
risks and liabilities arising therefrom.
3.2.12.2 Comqliance with Water Qualitv Laws. Ordinances and
Repulations. Consultant shall keep itself and all subcontractors, staff, and employees fully
informed of and in compliance with all local, state and federal laws, rules and regulations that may
impact, or be implicated by the performance of the Services including, without limitation, all
applicable provisions of the City's ordinances regulating water quality and storm water; the
Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne
Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or
permits issued pursuant to any such authority. Consultant must additionally comply with the lawful
requirements of the City, and any other municipality, drainage district, or other local agency with
jurisdiction over the location where the Services are to be conducted, regulating water quality and
storm water discharges.
3.2.12.3 Standard of Care. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the work assigned to them
without impacting water quality in violation of the laws, regulations and policies described in
Section 3.2.12.2 of this Agreement. Consultant further warrants that it, its employees and
subcontractors have or will receive adequate training, as determined by the City, regarding these
requirements as they may relate to the Services.
3.2.12.4 Liabilitv for Non-compliance.
(A) Indemnity: Failure to comply with laws, regulations, and
ordinances listed in Section 3.2.14.2 of this Agreement is a violation of federal and state law.
Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify
and hold harmless the City, its officials, officers, agents, employees and authorized volunteers
from and against any and all claims, demands, losses or liabilities of any kind or nature which the
City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for
noncompliance with the laws, regulations, and ordinances listed above, arising out of or in
connection with the Services, except for liability resulting from the sole established negligence,
willful misconduct or active negligence of the City, its officials, officers, agents, employees or
authorized volunteers.
(B) Defense: City reserves the right to defend any enforcement
action or civil action brought against the City for Consultant's failure to comply with any applicable
water quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to
reimburse the City for the costs associated with, any settlement reached between the City and
the relevant enforcement entity.
(C) Damages: City may seek damages from Consultant for
delay in completing the Services caused by ConsultanYs failure to comply with the laws,
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regulations and policies described in.Section 3.2.12.2 of this Agreement, or any other relevant
water quality law, regulation, or policy.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth
in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall
not exceed proposed amount included in consultant agreement (Exhibit A) without written
approval of the City Council or City Manager as applicable. Extra Work may be authorized, as
described below, and if authorized, will be compensated at the rates and manner set forth in this
Agreement.
3.3.2 Pavment of Compensation. Consultant shall submit to City an invoice
which indicates work completed and Services rendered by Consultant. The invoice shall describe
the amount of Services provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30
days of receiving such invoice, review the invoice and pay all non-disputed and approved charges
thereon. If the City disputes any of Consultant's fees, the City shall give written notice to
Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.
Consultant shall submit its final invoice to City within thirty (30) days from the last date of provided
Services or termination in accordance with section 3.6.1 and failure by the Consultant to submit
a timely invoice may constitute a waiver of its right to final payment.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perForm Extra Work. As used herein, "Extra Work" means any work which
is determined by City to be necessary for the proper completion of the Project, but which the
Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization
from the City.
3.4 Labor Code Requirements.
3.4.1 Prevailina Waaes. Consultant is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations,
Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing
wage rates and the performance of other requirements on "public works" and "maintenance"
projects. If the Services are being performed as part of an applicable "public works" or
"maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply
with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates
of per diem wages in effect at the commencement of this Agreement. Consultant shall make
copies of the prevailing rates of per diem wages for each craft, classification or type of worker
needed to execute the Services available to interested parties upon request, and shall post copies
at the Consultant's principal place of business and at the project site. It is the intent of the parties
to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the
Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code
sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the
City, its officials, officers, employees, agents, and volunteers free and harmless from any claim
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or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4.2 Reaistration/DIR Compliance. If the Services are being performed on a
public works project of over $25,000 when the project is for construction, alteration, demolition,
installation, or repair work, or a public works project of over $15,000 when the project is for
maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and
1771.1, the Consultant and all subconsultants must be registered with the Department of
Industrial Relations ("DIR"). Consultant shall maintain registration for the duration of the project
and require the same of any subconsultants. This project may also be subject to compliance
monitoring and enforcement by the DIR. It shall be ConsultanYs sole responsibility to comply with
all applicable registration and labor compliance requirements, including the submission of payroll
records directly to the DIR. Any stop orders issued by the Department of Industrial Relations
against Consultant or any subconsultant that affect Consultant's performance of services,
including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting
from such stop orders shall be considered Consultant caused delay and shall not be compensable
by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees
and agents free and harmless from any claim or liability arising out of stop orders issued by the
Department of Industrial Relations against Consultant or any subconsultant.
3.4.3 Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and agrees to comply with such provisions before
commencing the performance of the Services.
3.5 Accounting Records.
3.5.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. Consultant shall allow a representative of City during normal
business hours to examine, audit, and make transcripts or copies of such records and any other
documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of three (3) years
from the date of final payment under this Agreement.
3.6 General Provisions.
3.6.1 Termination of AQreement.
3.6.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination, Consultant
shall be compensated only for those Services which have been adequately rendered to City, and
Consultant shall be entitled to no further compensation. Consultant may not terminate this
Agreement except for cause.
3.6.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished Documents and
Data and other information of any kind prepared by Consultant in connection with the performance
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of Services under this Agreement. Consultant shall be required to provide such document and
other information within fifteen (15) days of the request.
3.6.1.3 Additional Services. In the event this Agreement is terminated
in whole or in part as provided herein, City may procure, upon such terms and in such manner as
it may determine appropriate, services similar to those terminated.
3.6.2 Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
Consultant: Avenu Analytics DBA MuniServices LLC
Attn: Contract Department
7625 N. Palm Avenue, Suite 108
Fresno, CA 93711
City: City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260
ATfN: Janet Moore, Director of Finance
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48)
hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.6.3 Ownership of Materials and Confidentialitv.
3.6.3.1 Documents & Data; Licensina of Intellectual Propertv. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall
be and remain the property of City, and shall not be used in whole or in substantial part by
Consultant on other projects without the City's express written permission. Within thirty (30) days
following the completion, suspension, abandonment or termination of this Agreement, Consultant
shall provide to City reproducible copies of all Documents & Data, in a form and amount required
by City. City reserves the right to select the method of document reproduction and to establish
where the reproduction will be accomplished. The reproduction expense shall be borne by City
at the actual cost of duplication. In the event of a dispute regarding the amount of compensation
to which the Consultant is entitled under the termination provisions of this Agreement, Consultant
shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant
shall have no right to retain or fail to provide to City any such documents pending resolution of
the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a
minimum of fifteen (15) years following completion of the Project, and shall make copies available
to City upon the payment of actual reasonable duplication costs. Before destroying the
Documents & Data following this retention period, Consultant shall make a reasonable effort to
notify City and provide City with the opportunity to obtain the documents.
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3.6.3.2 Subconsultants. Consultant shall require all subconsultants to
agree in writing that City is granted a non-exclusive and perpetual license for any Documents &
Data the subconsultant prepares under this Agreement. Consultant represents and warrants that
Consultant has the legal right to license any and all Documents & Data. Consultant makes no
such representation and warranty in regard to Documents & Data which were prepared by design
professionals other than Consultant or its subconsultants, or those provided to Consultant by the
City.
3.6.3.3 Riaht to Use. City shall not be limited in any way in its use or
reuse of the Documents and Data or any part of them at any time for purposes of this Project or
another project, provided that any such use not within the purposes intended by this Agreement
or on a project other than this Project without employing the services of Consultant shall be at
City's sole risk. If City uses or reuses the Documents & Data on any project other than this Project,
it shall remove the Consultant's seal from the Documents & Data and indemnify and hold harmless
Consultant and its officers, directors, agents and employees from claims arising out of the
negligent use or re-use of the Documents & Data on such other project. Consultant shall be
responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only
with respect to the condition of the Documents & Data at the time they are provided to the City
upon completion, suspension, abandonment or termination. Consultant shall not be responsible
or liable for any revisions to the Documents & Data made by any party other than Consultant, a
party for whom the Consultant is legally responsible or liable, or anyone approved by the
Consultant.
3.6.3.4 Indemnification — Proprietary Information. Consultant shall
defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and
agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any
alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other
proprietary right of any person or entity in consequence of the use on the Project by City of the
Documents & Data, including any method, process, product, or concept specified or depicted.
3.6.3.5 Confidentialitv. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other pocuments & Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant. Such
materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the perFormance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the perFormance of the Services or the Project. Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.6.3.6 Confidential Information. The City shall refrain from releasing
ConsultanYs proprietary information ("Proprietary Information") unless the City's legal counsel
determines that the release of the Proprietary Information is required by the California Public
Records Act or other applicable state or federal law, or order of a court of competent jurisdiction,
in which case the City shall notify Consultant of its intention to release Proprietary Information.
Consultant shall have five (5) working days after receipt of the Release Notice to give City written
notice of ConsultanYs objection to the City's release of Proprietary Information. Consultant shall
indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents
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from and against all liability, loss, cost or expense (including attorney's fees) arising out of a legal
action brought to compel the release of Proprietary Information. City shall not release the
Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to
fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal
action brought to compel such release; and/or (2) a final and non-appealable order by a court of
competent jurisdiction requires that City release such information.
3.6.4 Cooqeration; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.6.5 fReservedl
3.6.6 I ndemn ification.
3.6.6.1 To the fullest extent permitted by law, Consultant shall defend
(with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees,
volunteers, and agents free and harmless from any and all claims, demands, causes of action,
costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or
persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any
acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees,
subconsultants or agents in connection with the performance of the Consultant's Services, the
Project or this Agreement, including without limitation the payment of all damages, expert witness
fees and attorney's fees and other related costs and expenses. ConsultanYs obligation to
indemnify shall survive expiration or termination of this Agreement and shall not be restricted to
insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees,
agents, or volunteers.
3.6.6.2 If Consultant's obligation to defend, indemnify, and/or hold
harmless arises out of ConsultanYs performance as a"design professional" (as that term is
defined under Civil Code section 2782.8), then, and only to the e�ent required by Civil Code
section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be
limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of
competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not
exceed the ConsultanYs proportionate percentage of fault.
3.6.7 Entire Aqreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both
parties.
3.6.8 Governina Law: Government Code Claim Compliance. This Agreement
shall be governed by the laws of the State of California. Venue shall be in Riverside County. In
addition to any and all contract requirements pertaining to notices of and requests for
compensation or payment for extra work, disputed work, claims and/or changed conditions,
Consultant must comply with the claim procedures set forth in Government Code sections 900 et
se�c . prior to filing any lawsuit against the City. Such Government Code claims and any
subsequent lawsuit based upon the Government Code claims shall be limited to those matters
that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or
changed conditions have been followed by Consultant. If no such Government Code claim is
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submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified
herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.
3.6.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.6.10 Citv's Riqht to Emplov Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.6.11 Successors and Assiqns. This Agreement shall be binding on the
successors and assigns of the parties.
3.6.12 Assianment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.6.13 Construction: References: Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any term
referencing time, days or period for performance shall be deemed calendar days and not work
days. All references to Consultant include all personnel, employees, agents, and subconsultants
of Consultant, except as otherwise specified in this Agreement. All references to City include its
elected officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease
of reference only, and do not define, limit, augment, or describe the scope, content, or intent of
this Agreement.
3.6.14 Amendment; Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.6.16 No Third-Partv Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.6.17 Invaliditv: Severabilitv. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
3.6.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or violation
of this warranty, City shall have the right to rescind this Agreement without liability. For the term
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of this Agreement, no member, officer or employee of City, during the term of his or her service
with City, shall have any direct interest in this Agreement, or obtain any present or anticipated
material benefit arising therefrom.
3.6.19 Authoritv to Enter Aareement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.6.20 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.7 Subcontracting.
3.7.1 Prior Approval Reauired. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO
PROFESSIONAL SERVICES AGREEMENT BY AND
BETWEEN THE CITY OF PALM DESERT AND AVENU
ANALYSTIC DBA: MUNISERVICES, LLC
CITY OF PALM DESERT
�:-= ���
By:
LAURI AYLAIAN
City Manager
MUNISERVICES, LLC
AVENUE I SIGHTS 8� ANALYTICS, LLC
By:
Its: Senior ice President
Printed Name: Dou� Jensen
ATTEST:
� / ,� a�►
: .�' /_�� ��.. �-
- _-_, ��. . - __
�,.—.- - -
APPROVED AS � F�
� By: �
n
Clty
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Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
ofthat document.
STATE OF CALIFORNIA
COUNTY OF Solano
On September 21 2018 , before me, / �-��C� , Notary Public,
personally appeared �>c�tr,es� ,/eh S-t.tz , who proved #o me on the basis of satisfactory
evidence to be the person�sj vvfiose name;(�s is% re subscribed to the within instrument and acknowledged to
me tha h she/they executed the same i his er/their authorized capacity(ie�, and that b is/ er/their
1
signature on the instrument the person�a�j, or the entity upon behalf of which the person(s) acted, executed
the instrument.
.� _ ;.�.�._•
N. DANG �
NOTARY PUBLIC - CALIFORNIA �
I COMMISSION # 20H7225
SOLANO CO'JN7Y �
My Ccmm. Exp. October ?3, ?0� B
�.�m^a-a .. ,� � � . . . . . . . . . . . . . . . . � . .
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
L��
Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the
document and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
�Individual
�Corporate Officer
Title(s)
�Partner(s) � Limited
� General
�Attorney-I n-Fact
❑Trustee(s)
❑Guardian/Conservator
❑Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
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Title or Type of Document
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8-
CONTRACT NO. C37640
EXH18iT A- SCOPE OF WORK
SALES, TRANSACTIONS AND USE TAX AUDIT SERVICES (SUTAj SERVtCES
In perForming the sales, transactions and use tax audit program CONSULTANT shali:
1. Identify and correct the sales/transactions/use tax reporting errors of businesses that, based on the nexus oftheir
activities, are not properly registered with the CITY.
2. Identify and correct the reporting of businesses that are improperly reporting tax to state and county pools (i.e.
classifying sales tax as use tax) and thereby depriving the CITY of sales tax revenue.
3. Detect, document and correct sales/transactions/use tax reporting errors/omissions and thereby generate new,
previousfy unrealized revenue for the CITY.
4. Ensure through comprehensive audit measures that the revenue information used forongoing economic analysis
inciudes all sa�es/transactions/use tax generators.
5. Assist the CITY with strategies to preserve and even enhance sales and use tax revenue generated by existing
businesses within the CITY.
CONSULTANT's proposed sales/transactions/use tax allocation audit services for the CITY inc►udes five distinct types of
audits:
o Taxable Nexus Field audits
o Permitization audits
o Deficiency assessment audits
o Accounts payable audits
o Quarterly Distribution Report audits
Taxable Nexus Field Audits
CONSULTANT's initial and periodic taxable nexus fietd audits include a physical canvassing and evaluation of
sales/transactions/use tax generating businesses located in the CITY. In the absence of this undertaking, significant
misallocations will remain undetected. CONSULTANT's field audits focus on those businesses located in the CITY from
which the CITY has not been receiving sales/transactions/use tax revenue.
Tax Area Code (TAC)/Permitization Audits
This audit review focuses on the identification and correction of improperly registered permits for companies having point-
of-sale or use operations within Santa Barbara County in addition to businesses that have been assigned an incorrect tax
area code due to jurisdictional/boundary confusion. Wholesalers, contractors, processors, manufacturers and other non-
retail businesses will frequently not have a sales tax permit properly registered to the CITY in which they are located
because their business operations do not include a point-of-sale qualifying activity. However, these companies will often
generate local sales/transactions/use tax from the California Department of Tax and Fee Administration (formerly State
Board of Equalization) (CDTFA) audit deficiency assessments, occasional sales (i.e., mergers and acquisitions}, and self-
accrual of use tax on purchases. CONSULTANT's field audits facilitate the identification and correction of improperfy
registered permits for companies having point-of-sale operations in the CITY.
Deficientv Assessment Audits
When the California CDTFA audits taxpayers for sales/transactions/use tax compliance, it is not uncommon for the
taxpayer to receive a substantial deficiency assessment due to underpayments and/or under-collections. In many cases,
the local allocation portion of the deficiency assessment is distributed in error to the State pool, county pools, or other
jurisdictions. Accordingly, CONSULTANT has developed proprietary criteria and techniques to detect and correct CDTFA
deficiency assessment misallocations and thus expand the benefits produced by CONSULTANT's allocation audit service.
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Accounts Pavable Audits
When California taxpayers purchase tangible personal property for which title passes out-of-state, the transactions are
subject to use tax (rather than sales tax) which is collected by the vendor who in turn remits it to the CDTFA, with the local
allocation typicaliy distributed statewide or countywide through the pools.
Under certain conditions, the seller may allocate the local tax by situs orthe CITY may elect to self-accrue the use tax and
remit it directly to the CDTFA, in which case the local portion will come back to the CITY in the same manner as sales tax.
CONSULTANT's accounts payable audit will include a review ofthe CITY's purchases to identify opportunities forthe CITY
to capture the 1% local allocation on purchases subject to use tax and the local district tax where applicable. In this regard,
CONSULTANT will prepare the documentation to facilitate the election, including assistance in preparing and filing the tax
returns.
Quarterlv Distribution Report Audits
Every three months, the CITY and CONSULTANT receive a Quarterly Distribution Report (QDR) from the CDTFA with the
local allocation amount reflected by permit number.
CONSULTANT's QDR audits detect and correct taxpayer-reporting errors and thereby generate new, previously unrealized
sales/transactions/use tax revenue forthe CITY. CONSULTANT's QDR audits focus on those accounts where CONSULTANT
observes a substantial decline in the sales/ transactions/use tax revenue allocation for a particular business entity in a
given quarter. In most cases, accounts showing zero balances have either relocated or simply reported late, in which case
the payments will not be reflected until the next quarter's QDR. Therefore, six months must lapse before the QDRs
indicate whether a zero-balance account can be attributed to a late payment or a misallocation.
Cities and counties may oniy recover misallocated Bradiey-Burns sales tax revenue for three quarters prior to the CDTFA
being notified of the reporting error and misallocated District tax revenues for between three quarters and three years.
Therefore, QDR audits must be conducted in a timely manner in order to preserve the opportunity forthe CITYto recover
misallocated revenue. CONSULTANT shall conduct the QDR audit each and every quarter to minimize the potential of lost
revenue to the CITY.
Confidentialiri Provisions
CONSULTANT qualifies under Section 7056 of the Revenue and Taxation Code to review (Bradley-Burns) confidential
taxpayer information and documentation before the CDTFA. CONSULTANT is hereby authorized by this Agreement to
examine transaction tax, sales tax, and use tax records of the CDTFA pertaining to the ascertainment of those sates or
transactions and use taxes to be collected for the CITY pursuant to contract under the Bradley-Burns Uniform Sales and
Use Tax Law and California Revenue & Taxation Code applicable to transactions and use taxes. If the CITY adopts a new
transaction tax or taxes after the effective date of this Agreement the parties intend for the work under this agreement
to include that tax or taxes.
CONSULTANT is required to disclose information contained in, or derived from, those sales, transaction, and use
tax records only to an officer or employee of the CITYwho is authorized by resolution to examine the information.
CONSULTANT is prohibited from perForming consulting services fora retailer during the term of this Agreement.
CONSULTANT is prohibited from retaining the information contained in, or derived from, those sales,
transaction, and use tax records, after this Agreement has expired.
This Agreement, and CONSULTANTs and CITY's obligations with respect to confidentiality of taxpayer data pursuant to the
Bradley Burns Revenue and Taxation Code, shall continue until final payment forall services rendered hereunder.
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Deliverables
SUTA Detection and Documentation
CONSULTANTshall represent the CITYforpurposes ofexamining CDTFA records pertaining to sales and use taxto identify
errors and omissions. CONSULTANT's procedures for detecting and documenting misallocations are as follows:
1. Review applicable provisions of the CITY's municipal code and ordinance adopted by the CITY to determine
applicability.
2. Procure a computer tape of sales/transactions/use tax permit records from the CDTFA.
3. Analyze sales tax distribution reports provided by the CDTFA for five or more of the most recent consecutive
quarters.
4. Ciean-up, standardize and computerize data from CITY's quarterly sales tax distribution reports provided by CDTFA
for previous quarters, current quarter and each future quarter service is provided.
5. Prepare an aggregated list of business entities on electronic media; this list is derived from multiple private and
public sources (hard copy and electronic), including specialized business listings and directories, the CITY's sales
and use tax payment files, and an electronic copy of the CITY's Business License Tax registry, updated no less tha n
twice per year.
6. Clean, standardize and integrate, in address-order, each entity's business name, address and payment file
information, to eliminate redundancies, using CONSULTANT's proprietary software.
7. Physically canvas commercial/industrial area within the CITY's borders.
8. Develop a target list of potential point of sale/use reporting errors/omissions based on:
a. An electronic comparison of CONSULTANT's comprehensive inventory against the CDTFA's quarterly
distributions forthe CITY, and
b. An analysis of each potentially misallocated account based on proprietary guidelines established by
CONSULTANT.
9. Meet with designated CITY official(s) to review service objectives and scope, CONSULTANT workplan schedule,
public relations and logistical matters.
10. Contact personnel in sales, operations and/or tax accounting at each target business to determine whether a
point-of-sale/use reporting error exists. (Note: this is accomplished with the highest regard to discretion and
professional conduct. CONSULTANT's allocation audits are predicated on a non-controversial, constructive public
relations approach which emphasizes the importance of each business to the CITY and the mutual benefits of
correcting reporting errors.)
11. Provide to the CITY and CDTFA reports addressing each taxpayer reporting error individually, including the
business name, address, telephone number, California sales tax permit number, individuals contacted, date(s) of
contact, nature of business, reason(s) for error, recommended corrective procedure and, if available, estimated
sales/transactions/use tax revenue which should be forthcoming to the CITY.
12. CONSULTANT may also provide suggested language for letters to be sent to the taxpayers and/or CDTFA from the
CITY (or from CONSULTANT on behalf of the CITY) urging cooperation in promptly correcting the distribution error.
13. Respond to negative findings by CDTFA with timely reconfirmation documentation in order to preserve the CITY's
original dates of knowledge.
14. Receive and process registration control record information monthly.
15. Receive and process sales tax distribution reports quarterly.
16. Coordinate with the taxpayer and CDTFA to make the necessary corrections and collect eligible back quarter's
amounts.
17. Monitor and analyze the quarterly distribution reports with an audit focus on the following:
a. Accounts with previously reported point-of-sale/use distribution errors to ensure thatthe corrections are
made for current quarters and all eligible back quarters.
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b. Major accounts comprising 90% or more of the CITY's total sales tax revenue to identify any irregularities
orunusual deviations from the normal pattern (e.g. negative fund transfers, significant decreases, unusual
increases, etc.) and ensure that the CITY is not receiving less revenue than it is entitled to.
c. Those accounts receiving deficiency assessments to ensure that the CITY receives its local allocation
18. Identify opportunities forthe CITYto recover local allocation on purchase transactions subject to use tax. Prepare
the necessary documentation to facilitate recovery, including assistance in preparing and filing the returns.
SUTA Detection Timine Considerations
For each misallocated account detected, CONSULTANTwill coordinate with the business and CDTFA to make the necessary
corrections plus retroactive adjustments for eligibie amounts of sales/transactions/use tax improperly distributed in prior
quarters. CONSULTANT coordinates and communicates between typically four parties; sales/operations personnel at the
taxpayer's local operation, tax personnei at the company's corporate headquarters, and CDTFA personnel and the in-
state/out-of-state district offices. Correction of the account is considered to have been made once the payments on
identified taxpayer accounts are being properly allocated by the taxpayer to the CITY in the period in which the payment
was made.
As needed, CONSULTANT will represent the CITY before state officials, boards, commissions and committees for the
purpose of correcting sales tax distribution errors that have deprived the CITY of revenue to which it is entitled.
SALES/USE TAX ANALYTICS & REPORTING -'CLEARVIEW'
Consultant's state of the art technology products, new Sales, Transactions and Use Tax Reporting online software titled
`CLEARVIEWis a powerful data analytics platform that allows city staff to research local business activity and export data
for further analysis. CLEARVIEW software includes the following key features:
Consolidated Economic Reports
• See key trends at the category, segment, and retailer levels.
• Access a quick view of how your key retailers are performing.
• View customized cash forecast by fiscal year.
• Search for any retailer in your jurisdiction and view their recent payment history.
• Review and Export the rankings of the sales tax producers in your jurisdiction for recent periods.
• Locate potential one-time payments.
• Export the Excel data behind the reports for further analysis or export the visualization to pdf for
inclusion in your internal reports.
• Access to our analysts to support your use of our tools.
Geo Area Reports (Cash and Economic)
• Review trends and where the growth or declines within the geo-area are concentrated and uncover the key
drivers of those changes.
Export a 10-year history of each geo-area directly to excel for use in your internal reports.
Cash Trends and Distribution Summaries
• Review the fiscal year-to-date totals for your cash.
• See which parts of your economy changed and the key retailers driving those cash changes.
• Compare your cash performance to other jurisdictions as a quick way of benchmarking performance.
• Review your cash distributions from the State (inciuding pool amounts, where applicable).
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GIS Maps
• Visualize your geo-areas and summarize by category and segment.
• Dynamically view the revenue changes in your geo-areas over time.
• Compare the performance of one geo-area to another.
City Assistance
1. Confidentiality. The information provided to the City in the CLEARVIEW Reports is confidential. It is not open to public
inspection. A City may use the information only for lawfully permitted purposes. City shall not distribute the
CLEARVIEW Reports to any person unless that person is legally entitled to access the information in the CLEARVIEW
Reports, or except as may otherwise be required by law or court order.
Consultant is authorized by this Agreement to examine transaction tax, sales tax, and use tax records ofthe California
Department of Tax and Fee Administration (formerly State Board of Equalization) (CDTFA) including, but not limited
to any transaction and use tax that becomes effective after the date of this Agreement to be collected for City.
Consultant is required to disclose information contained in, or derived from, those transaction, sales, and use tax
records only to an officer or employee of the City who is authorized by resolution to examine the information.
Consultant is prohibited from perForming consulting services for a retailer during the term of this Agreement.
Consultant is prohibited from retaining the information contained in, or derived from, those transaction, sales, and
use tax records, after this Agreement has expired.
2. Data. In order for Consultant to provide the CLEARVIEW Reports, the City will need to deliver to Consultant the signed
documents/authorizations required to access the proper data from the applicable governmental authorities as may
be required by law.
3. Additional Terms.
a. License. Consultant grants to City a license for each of City's designated users to access the CLEARVIEW reports
service for so long as this Agreement is in effect. Each of City's designated users must be submitted in writing to
Consultant. Consultant will provide the user with the necessary tog-in information. Any passwords issued for this
service may only be used by the person to whom the password is issued; sharing of passwords is STRICTLY
PROHIBITED. City has the obligation to protect those passwords.
b. Limitations of Liability. Consultant is not responsible for any breach of data resulting from City's failure to protect
passwords or systems used to access the Service. Consultant does not warrant that the service is error free.
CONSULTANT DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR
IMPLIED, INCLUOING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Some jurisdictions do not allow the
exclusion of implied warranties or limitations of how long an implied warranty may last, or the exclusion of
limitation of incidental damages, so the above limitations or exclusions may not apply to City. In no event shall
Consultant or its licensors, suppliers, or licensees be liable to City for any consequential, special, incidental, or
indirect damages of any kind arising out of the performance or use of the service, even if Consultant has been
advised ofthe possibility ofsuch damages.
c. Non-disclosure. City's use of the CLEARVIEW services is conditioned on City's agreement not to make the service
or any of output of the system available to Consultant's anyone other than authorized City staff. Nothing in this
provision prohibits the City from exporting data and formatting it for its own use or from making documents
marked as `public' known to the public.
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CONTRACT NO. C37640
EXHIBIT B- COMPENSATION
SALES, TRANSACTIONS AND USE TAX AUDIT SERVICES (SUTA) SERVICES
What the CITY will pay CONSULTANT
CONSULTANT's compensation for the Sales, Transactions and Use Tax Audit Service is a 15% contingency fee. This fee
applies to revenue received for six quarters beginning with the quarter in which the Date of Correction falls and all eligible
prior quarters back to and including the three quarters prior to the Date of Knowledge quarter for Bradley-Burns sales tax
revenues and all eligible prior quarters back to and including all corrected quarters prior to the Date of Knowledge quarter
for district tax revenues. As used herein, the Date of Knowledge is the quarter during which CONSULTANT notifies the
CDTFA of the existence of a misallocation. As used herein, the Date of Correction refers to the quarter in which the
taxpayer has correctly reported the local tax and the CDTFA distributes the local tax properly to CITY based on the
taxpayer's reporting. For QDR Misallocations detected and corrected, CONSULTANT's compensation shall only include the
quarters for which the misaliocation actually occurred.
For clarification and to encourage communication and collaboration between CONSULTANT and the CITY, CONSULTANT
shall be entitled to full payment of all compensation as provided herein even if any one or more of CITY, its personnel,
agents, or representatives, or any third party or parties provide(s) information to CONSULTANT that assists or is used by
CONSULTANT in the identification, detection, and correction of point-of-sale distribution errors or the reporting and/or
misallocation of revenue.
Should the CITY identify, document, and notify the CDTFA in writing of a point-of-sale distribution error, reporting error
or misallocation as those terms are used herein, the CITY agrees to notify CONSULTANT of the CITY's discovery no later
than ten (10) days after the Date of Knowledge as defined in Title 18 of the California Code of Regulations, Regulation
1807 ("Date of Knowledge If the CITY fails to so notify CONSULTANT as provided above and CONSULTANT later detects,
documents, and reports the misallocation or reporting error to the CDTFA, or if CONSULTANT has established a Date of
Knowledge with the CDTFA prior to notification to the Board by the CITY, then CONSULTANT is entitled to full
compensation for the affected account as provided herein.
Invoicing/Billing
CONSULTANTwill invoice CITYquarterly based on past and/or prospective compliance secured on behalf ofCITY. Invoices
are due and payable upon receipt.
All expenses incurred by CONSULTANT in providing the Sales Tax service are the sole and exclusive responsibility of
CONSULTANT, except those expenses that receive prior written approval by CITY.
Additional Consulting
CITY may request that CONSULTANT provide additional consulting services at any time during the term of the Agreement.
If CONSULTANT and CITY agree on the scope of the additional consulting services requested, then CONSULTANT shall
provide the additional consulting on a Time and Materials basis. Depending on the personnel assigned to perform the
work, CONSULTANT' standard hourly rates range from $75 per hour to $200 per hour.
The following are sample hourly rates based on the job classification:
• Principal: $200 per hour
• Client Services: $175 per hour
• Information Technology (IT) support: $150 per hour
Operational Support:
o Director or Manager: $175 per hour
o Senior Analyst: $125 per hour
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CONTRACT NO. C37640
o Analyst: $100 per hour
o Administrative: $75 per hour
These additional consulting services will be invoiced at least monthly based on actual time and expenses incurred. All
reimbursable expenses shall receive prior approval from the CITYand shall be reimbursed at costto CONSULTANT.
Completion of Services
Notwithstanding any other provision of this Agreement, because CONSULTANT's services performed hereunder result in
corrections of misallocations and other revenue aftercessation ofservices by CONSULTANTforCITY, CITYagrees that with
regards to misallocations identified to the CDTFA whose Date of Knowledge occurred during CONSULTANT's performance
of services for CITY or for other revenue resulting from CONSULTANT's actions taken during the term of this Agreement,
that CITY's obligation to pay CONSULTANT in accordance with the compensation language of this Agreement shall survive
expiration or termination of this Agreement for any reason. Additionally, notwithstanding any other provision of this
Agreement, if this Agreement is terminated or expires, CONSULTANT shall continue to pursue corrections of accounts
identified during the term of this Agreement that have not been corrected by the CDTFA as of the effective date of
termination or expiration. The period after termination during which CONSULTANT is pursuing correction of accounts
identified before termination is referred to as the "completion period." CITYshall compensate CONSULTANT in accordance
with the compensation language of this Agreement for corrected misallocations that result from CONSULTANT's efforts
during the completion period. CITY will also take all necessary steps to allow CONSULTANT to continue to receive the
required information from the CDTFA during this completion period.
SALES/USE TAX ANALYTICS & REPORTING - `CLEARVIEW'
1. Base Package Annual fee. City shall pay Consultant an annual fee of $4,000 ("annual fee") payable in four equal
quarterly payments of $1,000. Consultant will invoice the City on a quarterly. Invoices are due and payable within
thirty (30) days of receipt. If this Agreement is terminated for any reason, the City remains obligated to pay Consultant
the quarterly payments of the annual fee for the quarters before the effective date of termination.
2. Adjustments. Consultant will adjust the Base Package Annual Fee and any of the optional fees at the beginning of
each calendar year by the percentage change in the Consumer Price Index that pertains to City's particular geographic
area as reported by the Bureau of Labor Statistics. Annual Fee adjustment shall not be less than two percent (2%) or
greater than ten percent (10%).
3. Additional Consulting. City may request that Consultant provide additional consulting services at any time during the
term of the Agreement. If Consultant and City agree on the scope of the additional consulting services requested,
then Consultant shall provide the additionat consulting on a Time and Materials basis. Depending on the personnel
assigned to perform the work, Consultant' standard hourly rates range from $75 per hour to $200 per hour.
These additional consulting services will be invoiced at least monthly based on actual time and expenses incurred.
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EXHIBIT C- MuniServices Helpful Contacts
� Contact
DougJensen
Tracy Vesely
I Karo Aydindzhyan
� Janis Varney
� Irene Reynolds
� JaimieLewis
� Francesco Mancia
� Brenda Narayan
� Patricia A. Dunn
Project Role
SVP Client Services
Director Client Services
Client Services Manager
VP Misallocation -SUTA
Client Relations Manager
Billing Department
VP Government Relations
Dir. Government Relations
Contracts Manager
Phone
559.288.8943
559.271.6872
346. 266.9900
559.271.3011
559.271.6867
571.485.7875
559.288.7296
916.261.5147
559.271.6852
Emaii
doug.jensen@muniservices.com
tracv.vesely@muniservices.com
karo.aydindzhyan@muniservices.com
janis.varney@muniservices.com
irene.revnolds.@muniservices.com
billing@muniservices.com
fran.mancia@muniservices.com
brenda.narayan@muniservices.com
patricia.dunn@muniservices.com
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