HomeMy WebLinkAboutCC AG PKT 2014-02-10 #E OF 5EA"�,•
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AGENDA STAFF REPORT `'
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DATE: February 10, 2014
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Victoria L. Beatley, Director of Finance/City Treasurer
SUBJECT: PROFESSIONAL SERVICES AGREEMENT AND
LEGAL SERVICES AGREEMENT FOR UTILITY USERS
TAX (UUT) COMPLIANCE AND REVENUE
PROTECTION PROGRAM
SUMMARY OF REQUEST:
That the City Council adopt Resolution No. 6435 approving the professional
services agreement with MuniServices, LLC for UUT compliance services and a
legal services agreement with Donald H. Maynor, PC, for legal services related to
UUT compliance.
BACKGROUND AND ANALYSIS:
Chapter 4.50 of the City of Seal Beach Municipal Code established the Utility
Users Tax. A tax in the amount of 11% is imposed on the use of telephone,
electricity, and natural gas.
In March 2012, the City Council set a goal to conduct revenue audits of
Franchise Agreements (cable television and UUT), business license tax, and
Transient Occupancy Tax. Approving this agreement would facilitate completion
of that goal through the assistance of municipal revenue enhancement experts
who specialize in helping municipalities preserve, enhance, and manage their
revenue base.
MuniServices provides UUT audit services for over 60 public agencies in
California, representing approximately 70% of all UUT revenues collected in the
state. With over 20 years' experience, MuniServices has developed extensive
data management resources that facilitate finding new revenue sources for
clients. MuniServices also offers a dedicated government relations team to
provide policy, regulatory and legislative consulting support.
Agenda Item E
ENVIRONMENTAL IMPACT:
This action is exempt From the California Environmental Quality Act, because it is
not defined as a "project" under CEQA.
LEGAL ANALYSIS:
Legal Counsel has reviewed and approved as to form.
FINANCIAL IMPACT:
The cost of the services provided by MuniServices, LLC is six-tenths of one
percent (0.6%) of the total UUT revenues received by the City of Seal Beach.
The first year of the contract is based upon the UUT revenue in the adopted
budget. The UUT revenue in the FY 2013-2014 Budget is $5,350,000; therefore,
the expected fee in the first year is $32,100.
For the remainder of the current fiscal year, the cost of the program would be
prorated for five months and be approximately $14,000. The annual cost of the
future years will be included in the budget.
Budgetary savings From Training and Meetings (001-017-40400) and Contract
Professional Services (001-017-44000) are sufficient to cover the cost of this
agreement for the remainder of the fiscal year. Funds will be transferred, within
the City Manager's authority, to cover the cost of the program.
RECOMMENDATION:
That the City Council adopt Resolution No. 6435 approving the professional
services agreement with MuniServices, LLC for UUT compliance services and a
legal services agreement with Donald H. Maynor, PC, for legal services related to
UUT compliance.
SUBMITTED NOTED AND APPROVED:
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Victoria L. Beatley JH R. Ingram, City a ager
Director of Finance/City Treasurer
Attachments:
A. Resolution No. 6435
B. MuniServices, LLC Consultant Services Agreement
C. Legal Services Agreement
Page 2
RESOLUTION NUMBER 6435
A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH
MUNISERVICES, LLC FOR UTILITY USERS TAX COMPLIANCE
AND REVENUE PROTECTION SERVICES AND A LEGAL
SERVICES AGREEMENT WITH DONALD H. MAYNOR, PC, FOR
RELATED LEGAL SERVICES
THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:
Section 1. The City Council hereby approves: (i) that professional services
agreement between the City of Seal Beach and MuniServices, LLC for Utility
Users Tax Compliance and Revenue Protection Services dated February 11,
2014 in an amount not to exceed $115,000 through June 30, 2017; and (ii) that
legal services agreement between the City of Seal Beach and Donald H.
Maynor, PC, for legal services related to Utility Users Tax Compliance and
Revenue Protection Services. Collectively, these two agreements are referred to
below as the"Agreements"
Section 2. The Council hereby directs the City Manager to execute the
Agreements.
PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a
regular meeting held on the 10th day of February , 2014 by the following vote:
AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members
Mayor
ATTEST:
City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
1, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the
foregoing resolution is the original copy of Resolution Number 6435 on file in
the office of the City Clerk, passed, approved, and adopted by the City Council at
a regular meeting held on the 10th day of February 2014.
City Clerk
ATTACHMENT "Bil
MuniServices, LLC
Consultant Services Agreement
1. Us.
We are MuniServices, LLC, a Delaware limited City of Seal Beach
liability company, and a wholly owned subsidiary Attn:Victoria L.Beatley, Director of Finance
of Portfolio Recovery Associates, Inc.; with an 2118th Street
office at 7625 N. Palm Avenue, Suite 108, Fresno, Seal Beach, CA 90740
California 93711. In this Agreement we are Facsimile: 562.493.9854
referred to as "MuniServices" or "we", "our", "us. Email:vbeatley@)sealbeachca.gov
We use our sister company, RDS, to assist us with
work. Sometimes we will refer to you and us as
the "Parties." 3. Our Services and your payment.
We will provide you with the services listed in
If you need to contact us a short list of helpful Attachment 1 (the "Services"), You will pay us the
contacts is attached as Attachment 3. fees listed in that same Attachment. If we are
providing more than one Service, each service will
If you are sending us a notice required by this have a separate attachment and will be labeled
Agreement,send it to: Attachment 1-1, 1-2, etc.
MuniServices,LLC 4. What our Services do not include.
Attn: Legal Department We do not provide to you or any third-parties any
7625 N.Palm Avenue,Suite 108 legal advice or services. We also do not provide
Fresno, CA 93711 tax advice to you or third parties. Also we cannot
Facsimile: 559.312.2852 and therefore do not establish: the tax rates due
Email: legalC@muniservices.com from taxpayers; and the penalties and fees that are
assessed against taxpayers (though we will
When providing notice to us, you must also calculate these amounts for you as part of the
provide a copy of the notice to: PRA General Services once you have established the rates). We
Counsel, 120 Corporate Blvd., Suite 100, Norfolk, also do not determine either the amount of
VA 23502.All notices, including notices of address refunds or the proper government account(s) that
changes, provided under this Agreement are taxpayer receipts shall be deposited into.
deemed received on the third day after mailing if
sent by regular mail, or the next day if sent 5. Term of this Agreement.
overnight delivery. We do not accept notices by The initial term of this Agreement begins on
email or facsimile. Notice of rate changes or February 11 , 2014 (the "Effective Date")
distribution changes must be sent by certified and continues for a period of three years from the
mail. Effective Date. Thereafter this Agreement will
automatically renew for successive three year
2. You. terms (each a "Renewal Term"), unless either
You are the City of Seal Beach. You are a party notifies the other in writing of its intent not
municipal corporation of the State of California. In to renew 90 days prior to the end of the initial
this Agreement we will refer to you as "you", term or any Renewal Term. There are some other
"your", "yours". If we are sending you a notice ways this Agreement can end and those are found
required by this Agreement,we will send it to: in Article I of the General Provisions, Attachment
2.
Seal Beach,CA-UUT w/election rev 01-30-14 1
6. General Provisions.
The parties are also bound by the General Provisions as set forth in Attachment 2 of this Agreement,
which are by this reference incorporated into this Agreement. If something in this Agreement contradicts
the General Provisions, set forth in Attachment 2 or any other provision contained in the Attachments
then what is said in this Agreement governs rather than the General Provisions.
The Parties are signing this Agreement on the Effective Date indicated in Section 5 above.
MuniServices, LLC City of Seal Beach,
a Municipal Corporation
By: By:
50-VVensen,SVP Client Services Jill R. Ingram,City Manager
Seal Beach,CA-UUT w/elecLion rev 01-30-14 2
ATTACHMENT 1
Utility Users Tax Compliance and Revenue Protection Program
MuniServices,LLC ("MuniServices") agrees to provide the City with certain professional services in furtherance of a
comprehensive utility users tax/franchise compliance and revenue protection program ("Program"), with broad
participation by California public agencies, that is designed to preserve, protect, and enhance its utility users tax
("UUT") and utility franchise revenues.
Article 1-Objectives and Methods
MuniServices Utility Users Tax Standard Program,described in Article 2 Section A,will provide compliance reviewing,
geocoding,information,and associated services and skills,in conjunction with the legal and "protective"services of the
City's outside counsel, Donald H.Maynor,A Professional Law Corporation ("Law Firm"),to establish and implement a
Program that will allow the City and other participating California public agencies to preserve, protect and enhance
their UUT and utility franchise revenues focusing on three areas:
• Compliance Review Services;
• Revenue Protection and Enforcement;and
• Client Support Services.
An optional UUT Premium Program described in Article 2 Section B, MuniServices offers City-Specific Auditing and
Provider Specific Geo-Coding Services. These services include compliance and associated activities designed to
establish and implement a Compliance Program that will allow participating California public agencies to preserve,
protect and enhance their UUT revenues through a combination of auditing, geocoding, tax application compliance,
business detection,ordinance modernization with election approval update,legislative monitoring,technology update,
and other essential compliance and protective services.An effective Compliance Program will assist the City,and other
participating public agencies,in identifying and correcting errors/omissions causing revenue deficiencies,and thereby
produce new or previously unrealized revenue for such participants.The Program's tax preservation services will help
protect the City's existing UUT revenues from erosion due to new legislation, new technologies, outdated ordinance
language and inaccurate information. By offering these essential services through a comprehensive Program, with
widespread participation, there are the additional benefits of: i) achieving lower individual costs for such joint
activities; and,ii) developing consensus-based decisions regarding ordinance interpretations and tax implementation
that utility industries require of California public agencies, including coordinated responses to proposed state and
federal legislation.
Article 2-Scope of Work
A. UUT Standard Program
1. Compliance Review Services
At any time during the term of this Agreement, with the prior consent of the City where specifically
indicated,MuniServices will perform the following compliance activities in any of the following areas:
a. UUT Tax Application Review: Compliance reviews of major utility providers, with a focus on common
client issues,to assure that the UUT is being properly applied to taxable services and charges.
b. Geocode Information and Review: Develop and maintain a proprietary address range database to assure
accurate and complete address range information regarding the City's boundaries. This service also
includes monitoring City boundary changes due to annexations or other municipal reorganizations and
providing those changes to any utility services provider that serves customers within the City.
Seal Beach,CA-UUT w/election rev 01-30-14 3
c. Utilize other detection tools to verify whether such companies are doing business
within the City, and then assist City's staff in pursuing enforcement actions, as needed, including
developing compliance correspondence and enforcement procedures.
d. UUT Payment Analysis, Calculations and Deviations: Identification of possible gaps in payments,
calculation mistakes,and other payment errors,provided that the City provides MuniServices with regular
DU7 payment history. Muni3ervicesmdU bd\ovv up with the appropriate compliance correspondence and
enforcement procedures ou behalf of the City.
e. Y4uoi3erviceo will provide the City, on a ruootbh/ or otherwise mutually agreed
upon basis,with a spreadsheet reflecting the City's UUT payments by provider and utility category (based
oo remittance data provided 6v the City bzK4uoiSenviceo).
[ KXuoiServiues will assist the City in obtaining the 3B278 lists and review
non-core suppliers operating with the City to ensure that these u1llityrese|lers are included in the
calculation of UUT revenues and are in compliance with the provisions of the City's UUT ordinance.
g. K4uoiSenices will obtain the list of commercial exempt accounts and
analyze the status pursuant to the czeouydoo provisions of the City's DD? ordinance or federal |avv.
Any accounts found to be exempt in error will be brought into compliance as appropriate.
2' Revenue Protection Services
KYoniSmrvices will work cooperatively with Lam Firm in providing the fb|)ov«iog revenue protection
services designed to protect the City's existing and future UUT revenues as follows:
a. Law Firm will provide a comprehensive review and update of the City's existing UUT
ordinance. Thereafter, provide periodic reviews and recommended updates in the UUT ordinance,
administrative rulings to address new issues that may arise because of deregulation,litigation,changes in
laws or regulations,the unbundling of traditional utility services, or the introduction of new technologies
to provide utility services.Such recommendations will clarify or add procedural protections to the existing
ordinance, and should not require a Proposition 218 election approval. If a major modernization of the
ordinance is deemed necessary,with voter approval,vve will assist the City with ordinance language,staff
reports,draft ballot language,and other technical assistance.
b. Monitor proposed state and federal legislation to identify issues affecting the
City's UUT or utility franchise revenues, and, if justified,make recommendations to the City and lobbyists
o[California public agencies.
c. RegulatoU Agency Review. Monitor proceedings at the various regulatory proceedings [e.g., California
Public Utilities Commission, California Energy Commission, Federal Commerce Commission, and Federal
Energy Regulatory Commission) that potentially impact the City's DD7, and make appropriate
recommendations twthe City.
d. Information Services: Provide the City with periodic newsletters,special communications,and legislative
bulletins,workshops and seminars on such subjects as industry deregulation,new technologies,complying
with new utility-related legislation,aodutbertinnelysuhiocts.
e. Law/ Firm will assist the City as appropriate in complying with Public
Utilities Code§495.6.
Seat Beach,CA-uuTw/c|emvn rev 01-30-14 4
f. Continually research utility information toidentify taxable services delivered 6nnew
technologies and bundling packages and how it applies to the City's UUT Ordinance.
A0&r MumiServices,&LC Does Not Provide Legal Services:Itix agreed and understood MuniServicas will provide
no legal services that may be required under any of the activated Programs described in thisAgreement
3. Client Support SerAmeo
a. UUT Website: Prepare and maintain an accurate copy of the City's UUT ordinance and its administrative
rules and interpretations mu the uudufb'ocQvvobshe' Additionally,u link to the City's web page (if desired),
9&CYu,and model forms for exemptions,registration,recnittuuceaaudothcrtmxconupliaocedmcuoueotsvvU\
be maintained onthe vvebsite.
b. Provide the City's staff, as appropriate, access to the cUeo1-ou|v features of the
webpeAe which provides legal onnonos, practice hints, special utility features, legislative
tracking and new technology reviews.
c. Revenue Management ReportLs
1: Provide an auuoo| report that outlines the year's activities in review,
revenue forecasts,YTD Comparison charts and revenue generated from compliance activities.This report
contains an analysis of DDT revenues and a five-year revenue forecast on each of the utility business
segments(electric,gas,CATV,wired telecom,wireless telecom,etc).
d. Provide legal and technical assistance to existing City mto(I and the City
attorney's office, and provide timely analysis and draft responses to tax application inquiries from utility
companies,and will assist in responding to citizens regarding their utility bills and the computation of the
UO7.
e. Law Firm may provide the City's staff and the City Attorney's office with: i) legal
assistance on specific issues that arise in the eub/rceuzrot of the tax ordinance (e.g, nexus issues and
questions from taxpayers or tax collectors); and iil compliance correspondence and legal notices as
required hv ordinance and due process.
[ Assist the City's audit staff and the City Attorney's office in, i) gaining access to audit-
related information under existing legal authorities, including the preparation of an administrative
subpoena;ii)addressing legal issues that arise in the course u[aoaudit;
g. Review the City's existing or proposed tax compliance programs,including tax amnesty
programs.
h. Tax Initiative HtIlL Assist City in developing effective strategies to address aggressive"anti-tax"efforts.
B. 00T Premium Program(Optional)
1. City'SoectficJkuditm
At any time during the term ofthis Agreement,with the prior mutual consent nf the City and 00uoi3erxicms,
KYuoi3crvicex may pedboo an audit of specific utility provider related to U07 payments and/or utility
franchise fees if applicable.The audit's intention is to focus on the compliance of the particular selected utility
provider(s) with the City's 0UTmcdinaoce and/or franchise fee agreement This service includes an actual
Seal Beach,cx-uoTn/=/ectivo rev 01-30-14 5
request for,and review nf the utility books and records.Typically,the audit process,io general,will
consist ofthe following:
u. Submit an Audit Notification along with the Letter of Authorization and a Request for Information (RFI)
outlining the information needed to complete the audit to the Provider(s).
b. Attempt to obtain a waiver on the Statute of Limitations,as applicable,for the audit.
c. Review the work papers and supporting documentation used in the computation of the UUT and/or
franchise fee payments.
d. Review and analyze the provider's general ledger and financial statements. Compare and analyze the
data for reasonableness,completeness,and accuracy as related to the UUT and/or franchise fee.
e. Review and analyze all the provider's revenue accounts io detail to:
1) Determine revenues that are to be included or excluded from the VDTaod/ur franchise bee
computations;
2) Review the revenues excluded from the computations,if any,and;
Jl Determine if exclusions are permitted by the City's ordinance and/or franchise agreement.
f. Determine if a utility provider or any of its subsidiaries receives any revenues from customers or third-
parties for the use of utility provider's facilities located on City's right-of-way authorized by the
franchise agreement that are not included in the b-oocbiao fee calculation used to d*torroiuo the
payment Lo the City.
g. Analyze the number of customers reported in the City by rate classification and obtain and review the
utility provider's procedures to code new customers to the proper jurisdictions and the procedures
used to address annexations.
b. Obtain and review the list of any exempted customers, if any, from the UU7 and/or franchise fee
computation.For Cable TV Provider's PEG fees,if there are any,request the supporting documentation
on provider's payments to the City. The schedules should include a composition of the number of
subscribers such as basic, non-standard and free subscribers,by month, for each of the calendar years
included io the review period.
i. Sample test the geu-coding system by selecting certain customer accounts within the City boundaries
and inthe immediate vicinity to review i[those accounts are properly coded asassessed. 0tuuiServices
will concentrate the sampling io problematic geographical areas,such as those that might overlap with
u neighboring city orwhere multiple zip codes exist. MuoiSorvioea will also sanon\o test heavily in the
area of annexations to ensure that proper procedures are in place to identify and properly code these
areas vvidmiu the Franchisee's system. MuoiSecviceo will request that the utility provide the customer
account information in an electronic format for all customers located in the City and surrounding areas.
'. Compare the provider's payments, exclusions, and other computations an related to the UDI and/or
franchise agreement.Compare the ncLon| payments made to the City for timeliness and accuracy.
k. Conduct an Exit Interview with the utility provider to review findings and obtain the provider's
position oo the issues identified. Seek k/obtain agreement and/or payment of any amounts due tothe
City(to be sent directly to the City)within]Odays.
L Prepare u written report with findings that describe and explain the results o[K400iServiues review,
potential additional monies due to the City, the Provider's position on the issues and any applicable
penalties and interest.MuniServices will schedule a final presentation of these findings with the City.
nn. Provide any and all necessary schedules and supporting documents to assist the City in collecting
underpaid OO7 and/or franchise fees.
2. Utility Customer's jurisdictional Coding Verification Service(Optional)
As an optional service under the UUI Premium Services, K4uuiServicen will perform o 10096 test ofa
providers' customer base, verifying that all customers are correctly coded to the proper jurisdiction, and
provide the providers with any accounts that are identified as being incorrectly coded. This service
Seal Beach,cu-uor,/e|ecuou rev 01-30-14 6
requires the providers to provide 000'couddoodu| customer account information in an electronic format
for all customers located in the City and surrounding areas,
Article 3-Deliverables
K4uoiScrvices sboU deliver to the City the studies, plans, xp*cificodoom' or other documents as are identified in the
Scope ofServices;and shall,upon completion of all work,submit to the City all information developed in the course of
providing the services. K«uui3ervicea shall, iosuch time and in such b/un as the City may require, focoixb reports
concerning the status of services required under this Agreement. y0uuiSenvicos shall, upon request by the City and
upon completion or termination of this Agreement, deliver to the City all material furnished to 88uoiServices by the
City.
Article 4-Compensation
A. Annual Fixed Fee
l. Total Annual Fixed Fee: The City's total annual fixed fee for participating iu the Program shall be the
greater of i) six-tenths of one percent(0.6%) of the total UUT revenues received by the City (excluding UUT
revenues derived from sewer,water,trash orCATV) based on the prior fiscal year, or iD fifteen thousand
dollars ($1G,00O) ["MioirouooFme").
2. AlloCation of Annual Fee.Tbetoto| uuoua| feopoymnontsbaUbeaUocatedaoUpaidsoparatelytoLam/ Firnu
and &YuoiServices as follows: To MuniServices: City will pay MuniSmnicem its allocated fee of sixth-tenths
of one percent (0.8%) of the total 0000a\ UU7 fee less the amount allocated and paid maparotah/ to Law
Firm.To Law Firm: City will pay Law Firm its allocated fee of the greater of thirty-five percent(35%) of the
total annual fixed fee or seven thousand five-hundred dollars [$7.500). At any time, Law Firm and
MuniServices may,by mutual agreement,adjust their proportional share of said total annual fee, provided
that such parties shall receive prior approval of such adjustment from the City.
If Law Firm provides UUT-related election work the total annualfixedfee payment shall be allocated and paid
separately to Law Firm and MuniServicexos/o//uws: City will pay MuniServ/ces its allocated
#e of sixth-tenths o�one percent (0.6916) nfthe total onouo/ DVT /ee less the amount o//ocoCad and paid
separately tu Law Firm. To Law Firm:For thofi/sCyour, City will pay Law Firm its o//ocuted/eany the greater
offifty percent(50916)of the total annualfixedfee or ten thousand dollars($10,000), as reflected in a separate
attorney1client agreement with the City. Thereafter, City will pay Law Firm its allocatedJee of the greater of
thirty-five percent(35%)of the total annualfixedfee or seven thousandfive-hundred dollars($7,500).At any
time, Law Firm and MuniServices may, by mutual agreement, adjust their proportional share of said total
annualfixedfee,provided that such parties shall receive prior approval of such adjustmentfrom the City.
3. Quarterly Payments of Fixed Fee: Said annual fixed fee shall be paid iu four equal quarterly payments with
due dates of:March 31,June 30,September 30,and December 31.Invoices for services rendered shall be in
arrears (invoiced for the immediately preceding quarter). If the effective date of this Agreement is other
than on an invoice date, the City shall be invoiced for the first quarterly payment on the immediately
following invoice date as set forth herein. City shall be invoiced and responsible for prorated portion of
the preceding quarter based ou the effective date ofthis Agreement.Payment will be made toMuoiServices
vviUuio thirty (30) days of receipt ofMuniScrviccs invoice therefore. Any amounts vvbicb remain unpaid
after thirty (30) days shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the
maximum aniount permitted by law.These quarterly payments are nonrefundable.
Seal Beach,ov-uuT w/,|rctioo rev o1'oo'z^ 7
B. Compensation for Review Services
1. With the exception noted in subsection (2) below, with respect to o City-specific compliance review
referred to in Article 2, Section 13(1) above, MuniServices shall be entitled to contingent fee compensation
where D4uoiSen/ices' compliance review activities result in the City receiving additional revenues from
such City-specific compliance review activity. Accordingly, the City shall pay MouiSanvicem twenty-five
percent (25%) of the additional revenues, including interest and penalties, that has resulted from its City-
specific compliance review activities. MuuiServices will seek to recover, or assist the City in recovering all
revenue due the City from prior periods, if any, and MuniServiceo will receive 2596 of any retroactive
recovery. Said 259b also applies to the additional revenue received by the City for the first three years
{o||nvviog the correction o[the mrror/oouisoioo.As used in this subsection, the term "additional revenues"
includes the value of any other services, credits, property of every kind or nature, or other consideration
received bv the City io lieu u[monetary payment.
2. Specifically for Solid Waste compliance reviews, MoniSe,vicex shall be entitled to additional fixed fee
compensation. The amount of the fixed fee compensation and the detailed of scope of work shall be
determined prior to the start of the work and shall be mutually agreed to in writing between both parties.
3. Notwithstanding subsections (1 and 2)above,nothing herein shall prohibit the parties from entering into a
written agreement on compensation for City-specific compliance review services on a fixed fee or any other
separately negotiated basis.
4. MuniServices compensation is due and payable within thirty(30) days of the City's receipt of MuniServices
invoice.Any amounts which remain unpaid after thirty (30) days shall accrue interest at a rate of one and
one-half percent(l596) per month,or the maximum amount permitted bvlaw.
C. Utility Customer's jurisdictional Coding Verification Service (Optional)
Should MuniServices provide the Optional Jurisdictional Coding Verification Service to the City, the City shall
pay MuniServices a fixed fee of twenty-thousand dollars ($20,000) per each Provider coded.The fixed fee will
be billed to the City 5U%upon election o[the service and the remaining 5096 upon completion.
D. MuniSermices Expenses: Muui@endceu uhuU absorb all expenses incurred byK4uoiServiccsio providing its
services os described herein.These expenses include items such asemployee salaries and benefits, insurance,
airfare,auto rentals, mmm)n. lodging, express mail, mail, telephone, copying, directories, on-line resources, and
other overhead and miscellaneous expenses.
Additional Consulting
The City may request that D3uuiSernices provide additional consulting services at any time during the term of the
Agreement. }fMuoiServiocs and the City agree on the scope of the additional consulting services requested, tboo
MuniServices shall provide the additional consulting on a Time and Materials basis. Depending on the personnel
assigned to perform the work,MuniServices standard hourly rates range from$75 per hour to$300 per hour.
These additional consulting services will be invoiced at least monthly based on actual time and expenses incurred.
All reimbursable expenses ubu|l receive prior approval from the City and abaU be reimbursed at cost to
K4uoi3ervices.
Seal Beach,cx-uurw/*|,cuoo rev nz'so'z* a
Article 5-Obligations
A. Welcome Packet
The City agrees to provide MuniServices with a Program Welcome Packet,including,but not limited to:
l. /\copy of the City's DDT Ordinance and any amendments thereto.
2. Two letters requesting the exemption lists from the utility companies to be placed on City letterhead and
returned tVK0uniSmrvicas.
3. A Letter of Authorization for MuniServices to act on City's behalf. Place on City letterhead and returned to
MuoiSmrNces.
4. A sample remittance form to be provided to the utility companies if the City doesn't currently have a form
for this purpose.
5. Two SB278 letters requesting from utility companies to provide a transportation list.These letters should
be placed oo City letterhead and returned to0Yuoi3ervices.
B. Necessary Information
The City will provide MooiServioes, on a timely basis, with information necessary to conduct its compliance
review activities including but not limited to:monthly UUT payment histories,exemption lists,and S13278 gas and
electric lists (including names of customers refusing to pay surcharges),and of any subsequent amendments to the
UO?on]ivaome.
C. Regarding the City-Specific Audits
City agrees to:
l. Provide administrative subpoenas as needed for access to the books and records of the utility.
2. Provide a specific Letter of Authorization for MuniServices addressed to the specific utility for the specific
audit.
3. Invoice the responsible party for tax deficiencies (plus interest and penalties if applicable) identified and
confirmed by MuoiServicex within thirty (30) days hnUovvinQ receipt ofMnni3orvices detection report or
correspondence.
4. Provide K4uniServicem with a copy of any ooU]eoueot agreement with a taxpayer/tax collector within ten
(1O) days Vf entering into such agreement; and,
D. pJottficmKiwm
Notify MuoiSccvicem within hao (lO) days 1bUovvioQ receipt by the City of payments that are a direct result of
MuoiServioeo compliance and/or audit services (cash, installment, or other compensation dinecdybeueOtting
the City) of such tax deficiencies, vvbcLber invoiced or not. Upon receipt of such notice, MuniServicco will
promptly invoice the City(if applicablel.
E. Legal Interpretations mf Ordinance
Upon request, the City will provide MuniServices with appropriate legal and administrative interpretations of its
DU7 ordinance. It is agreed and understood that the City will retain the exclusive authority and responsibility to
administer, interpret, and enforce its DD7 ordinance, recognizing that the role of k4uoiServices is limited to
employing their unique expertise and proprietary tools for: Ddetecting and identifying errors/omissions hvutility
service providers or utility users in the application, calculation,collection, and remittal of UUT; and ii) providing
the City with technical assistance, without assuming or being delegated the authority or responsibility of the City
to administer,interpret,and enforce its UUT ordinance and standard utility franchise agreements.
Seal Beach,cu-uuzw/m)ectiuu rev o1-so'1* 9
F. City's Determination Final
Whenever the City Council or a City Officer is empowered under State or local ordinance to make a determination
as to whether or not a tax assessed against a taxpayer is due, for purposes of this Agreement that determination
shall be final and binding on the parties hereto. However,a City Officer's determination to waive a tax assessment
shall not relieve the City of its obligation to pay MuniServices therefore.
G. Confidentiality
MuniServices agrees that it shall keep all information it receives concerning City taxpayers confidential and shall
use it solely for tax compliance purposes.Services performed by MuniServices prior to termination may result in
the City's receipt of revenue after termination. This receipt of revenue entitles MuniServices to payment from
the City even after expiration of contract or termination. The City agrees to provide to MuniServices after
expiration or termination of this Agreement such confidential payment information as is necessary to enable
MuniServices to calculate the compensation due to MuniServices as a result of said receipt of revenue and
MuniServices shall maintain the confidentiality of this information.Therefore, MuniServices shall be deemed a
contractor under Revenue and Taxation Code Section 7284.6 - .7 after expiration of contract or receipt of notice
of termination from the City for the sole and limited purpose of enabling MuniServices to have access to said
information to calculate compensation.
H. City agrees to view MuniServices as a revenue enhancement partner and allow MuniServices to assist the City
in increasing compliance and increasing revenues.
Article 6-Completion of Services
A. Either the City or MuniServices may terminate this Agreement, by thirty (30) days prior written notice as
provided in this Section.
B. If the City terminates this Agreement at any time within twelve (12) months following the effective date of this
Agreement, and Law Firm has prepared an ordinance update for the City (whether or not the City adopts the
recommended update), the City shall nevertheless pay MuniServices four (4) quarterly payments from the
commencement of the Agreement to compensate MuniServices for services rendered. MuniServices shall also
be entitled to additional compensation as described in Section C below.
C. Upon termination by either party of the Agreement as provided herein, MuniServices shall be entitled to retain
any fees it may have received from the City pursuant to Article 4 Section A and Article 6 Section B of this
Agreement.In addition, MuniServices shall be entitled to payment according to the terms of Article 4 Section B
for all additional revenues, including interest and penalties, resulting from MuniServices compliance review
activities. Within thirty (30) days following termination, MuniServices shall provide the City with a list of
detections of non-compliance resulting from the compliance review activities of MuniServices.The City shall,in
good faith, diligently seek to: i) correct such detections of non-compliance made by MuniServices prior to the
date of termination; and, ii) collect the additional revenues that are due the City and MuniServices for past
periods and for the twelve quarters going forward following the correction, even though the date of actual
correction may occur after the termination date.MuniServices shall assist the City in this correction/collection
effort, if so requested by the City. MuniServices right to compensation for City-Specific compliance review
activities under Article 4 Section B shall survive termination of this Agreement for any reason.
Seal Beach,CA—UUT w/election rev 01-30-14 10
ATTACHMENT 2
GENERAL PROVISIONS
Article I
Within 5 business days after signing You will designate,in writing,one individual to whom we may
this agreement. address communications concerning this Agreement.This person or
such person's designee will be the principal point of contact for us in
obtaining decisions,information,approvals,and acceptances.
10 business days after you receive You have until this date to dispute in the invoice,or a portion of it, in
our invoice. writing. Your written dispute must be post-marked by this date and
must be sent to the addresses in paragraph 1 of the Agreement.
(Paragraph 1 is located on the front page of the agreement and is
titled"us".)
10 business days after we receive We will either correct the error or explain to you why we think the
your written notice that you invoice is correct. During this time,we will not try to collect the
dispute an invoice or part of an amount being disputed.
invoice.
30 days after receiving our invoice. You must pay our invoice(s) by this date. If you do not pay by that
time,we have the right to charge you interest at the rate of one and
one-half percent(1.5%)per month,or the maximum amount
permitted by law,on any amounts you do not pay within thirty days.
If we refer your account to an attorney for collection of past due
amounts,we may charge you for our reasonable attorney fees,
including costs for attorneys who are employed by us,and court costs
incurred by us to the extent permitted by law.Any settlement of your
account balance for less than what is owed requires our written
consent.
40 days after receiving our invoice If you have not paid,and have not disputed an invoice as provided
above,then we may terminate this Agreement with no further notice
and we have no further obligation to you.
When you provide us with By providing us information,you represent that:
information for use in the Services. * you have the right to provide us the information without
violating the rights of third-parties;
• your release of the information to us does not violate any
applicable laws and regulations;and
• to the best of your knowledge the information is accurate and
not defamatory.
You will notify us immediately if there is a change in the information
you have provided to us.
If we send you a report or other You will review all reports we provide to you in a timely fashion and
deliverable. you will notify us immediately if you find a discrepancy in any of the
information we have provided to you. Upon payment therefore,we
will grant you all right,title,and interest in and to the reports,charts,
graphs,and other deliverables we are required to produce under this
Agreement.
While the Agreement is effective. We will keep in full force and effect insurance coverage during the
term of this Agreement including without limitation statutory
workers'compensation insurance; employees liability and
commercial general liability insurance;comprehensive automobile
liability insurance; professional liability and fidelity insurance.You
may at any time request copies of our certificates.
Seal Beach,CA-UUT w/election rev 01-30-14 11
90-days after prior written notice. This Agreement terminates for convenience but only if the
terminating party sends the notice to the person designated to
receive notices under this Agreement(see paragraph 1 or 2,as
applicable,of this Agreement).
After giving written notice of a The non-breaching party may immediately terminate this Agreement
breach other than a failure to pay. if
• the written notice of the breach was sent to the person
designated to receive notices for the breaching party under this
Agreement(see paragraph I or 2,as applicable,of this
Agreement);and the breach is not your failure to pay(that
situation is addressed separately below.);and
• the breach has not been cured in a reasonable time after the
breaching party received notice.
Ordinarily,30 days will be a reasonable time to cure the breach but if
the party receiving notice of the breach can demonstrate that the
breach will take more than 30 days to cure,the non-breaching party
and breaching party will agree on an extended period to cure the
breach.
After the occurrence of a"financial A party may terminate this Agreement immediately if the other party
default" experiences a"financial default." A"financial default"means:
• a material adverse change in a party's financial condition that
adversely affects its ability to perform hereunder;or
• a party becomes or is declared insolvent or bankrupt; or
• a party is the subject of any proceedings relating to liquidation
or insolvency or for the appointment of a receiver;or
• a party makes an assignment for the benefit of all or
substantially all of its creditors; or
a party enters into an agreement for the composition,extension,
or readjustment of all or substantially all of its obligations.
If you experience a"financial default"then we may,at our option,
declare the entire outstanding amounts and costs owing to us
hereunder immediately due and payable.
This Agreement is terminated or You remain obligated to: (1) pay us for Services performed through
expires. the effective date of the termination or expiration; (2) if applicable,
provide us with all the information necessary for us to calculate what
you owe us on revenue you receive after the termination or
expiration;and(3)if applicable pay invoices we send you after the
expiration or termination of this Agreement for Services performed
before termination or expiration or for continuing payments required
by the Scope of Work or for both.
Sea]Beacb,CA-UUT w/election rev 01-30-14 12
Article H. The parties also agree to the following miscellaneous terms.
1. Independent Contractor. We are an independent 8. Public Release and Statements. Neither you nor we nor
contractor. Nothing in this Agreement is to be interpreted each of our representatives or agents shall disseminate
as: creating the relationship of employer and employee any oral or written advertisement, endorsement or other
between you and us or between you and any of our marketing material relating to each other's activities under
employees or agents; or creating a partnership or joint this Agreement without the prior written approval of the
venture between you and us. We are responsible for any other party. Neither party shall make any public release or
subcontractors we use in performing Services for you and statement concerning the subject matter of this Agreement
we are solely responsible to pay those subcontractors. We without the express written consent and approval of the
may perform similar services for others during this other party. No party or its agent will use the name, mark
Agreement and you agree that our representation of other or logo of the other party in any advertisement or printed
government sector clients is not a conflict of interest. solicitation without first having prior written approval of
the other party. The parties shall take reasonable efforts
2. Compliance with Laws. The parties agree to comply to ensure that its subcontractors shall not disseminate any
with all applicable local, state and federal laws and oral or written advertisement, endorsement or other
regulations during the term of this Agreement. marketing materials referencing or relating to the other
party without that party's prior written approval. In
3. Intellectual Property. We retain all right, title, and addition, the parties agree that their contracts with all
interest in and to the processes, procedures, models, subcontractors will include appropriate provisions to
inventions, software, ideas, know-how, and any and all ensure compliance with the restrictions of this Section.
other patentable or copyrightable material used,
developed, or reduced to practice in the performance of 9. Insurance.
this Agreement. 9.1 Consultant shall not commence work under the
Agreement until it has provided evidence satisfactory
4. Waiver. Either party's failure to insist upon strict to City that Consultant has secured all insurance
performance of any provision of this Agreement are not to required under this Section. Consultant shall furnish
be construed as a waiver of that or any other of a party's City with original certificates of insurance and
rights under this Agreement at any later date or time. endorsements effecting coverage required by this
Agreement on forms satisfactory to City. The
S. Force Majeure. Neither party is liable for failing to certificates and endorsements for each insurance
perform its obligations hereunder (other than payment policy shall be signed by a person authorized by that
obligations) where performance is delayed or hindered by insurer to bind coverage on its behalf, and shall be on
war, riots, embargoes, strikes or acts of its vendors or forms provided by City if requested. All certificates
suppliers,accidents,acts of God,or any other event beyond and endorsements shall be received and approved by
its reasonable control. City before work commences. City reserves the right
to require complete, certified copies of all required
6. Counterparts. This Agreement may be signed in insurance policies,at any time.
separate counterparts including facsimile copies. Each
counterpart (including facsimile copies) is deemed an 9.2 Consultant shall, at its expense, procure and
original and all counterparts are deemed on and the same maintain for the duration of the Agreement, insurance
instrument and legally binding on the parties. against claims for injuries to persons or damages to
property that may arise from or in connection with the
7. Assignment. MuniServices may assign this Agreement, performance of this Agreement. Insurance is to be
in whole or in part, without your consent to any placed with insurers with a current A.M. Best's rating
corporation or entity into which or with which no less than A:VIII, licensed to do business in
MuniServices has merged or consolidated; any parent, California, and satisfactory to City. Coverage shall be
subsidiary, successor or affiliated corporation of at least as broad as the latest version of the following:
MuniServices; or any corporation or entity which acquires (1) General Liability: Insurance Services Office
all or substantially all of the assets of MuniServices. Commercial General Liability coverage (occurrence
Subject to the foregoing, this Agreement shall be binding form CG 0001); (2) Professional Liability. Consultant
upon and inure to the benefit of the parties and their shall maintain limits no less than: (1) General Liability:
successors or assigns. $1,000,000 per occurrence for bodily injury, personal
injury and property damage and if Commercial
General Liability Insurance or other form with a
Seal Beach,CA-UUT w/election rev 01-30-14 13
general aggregate limit is used, either the general consequential damages and attorneys' fees and other
aggregate limit shall apply separately to this related costs and expenses, except for such loss or damage
Agreement/location or the general aggregate limit arising from the sole negligence or willful misconduct of
shall be twice the required occurrence limit; (2) City. With respect to any and all such aforesaid suits,
Professional Liability:$2,000,000 per claim/aggregate. actions,or other legal proceedings of every kind that may
be brought or instituted against Indemnitees, Consultant
9.3 The insurance policies shall contain the following shall defend Indemnitees, at Consultant's own cost,
provisions, or Consultant shall provide endorsements expense, and risk, and shall pay and satisfy any judgment,
on forms supplied or approved by City to state: (1) award, or decree that may be rendered against
coverage shall not be suspended, voided, reduced or Indemnitees. Consultant shall reimburse City and its
canceled except after 30 days prior written notice by directors, officials, officers, employees, and/or agents, for
certified mail,return receipt requested,has been given any and all legal expenses and costs incurred by each of
to City; (2) any failure to comply with reporting or them in connection therewith or in enforcing the
other provisions of the policies, including breaches of indemnity herein provided. Consultant's obligation to
warranties, shall not affect coverage provided to City, indemnify shall not be restricted to insurance proceeds, if
its directors, officials, officers, (3) coverage shall be any, received by Consultant, City, its directors, officials,
primary insurance as respects City, its directors, officers, employees, or agents. All duties of Consultant
officials, officers, employees, and agents, or if excess, under this Section shall survive termination of the
shall stand in an unbroken chain of coverage excess of Agreement.
Consultant's scheduled underlying coverage and that
any insurance or self-insurance maintained by City,its 11. Public Records. Nothing in the Agreement shall be
directors, officials, officers, employees, and agents construed to interfere with or constrain in any manner
shall be excess of Consultant's insurance and shall not City's ability to fulfill its obligations under the California
be called upon to contribute with it, (4) for general Public Records Act.
liability insurance, that City, its directors, officials,
officers, employees, and agents shall be covered as 12, Entire Agreement. This Agreement is the entire
additional insureds with respect to the services or Agreement between us and you for the Service(s). This
operations performed by or on behalf of Consultant, Agreement supersedes and replaces any prior Agreements,
including materials, parts or equipment furnished in of whatever kind or nature, for the Service(s) Any prior
connection with such work; Agreements, discussions, or representations not expressly
set forth in this Agreement are of no force or effect. No
9.4 All insurance required by this Section shall additional terms,Purchase Order Terms and Conditions,or
contain standard separation of insureds provisions oral or written representations of any kind are of any force
and shall not contain any special limitations on the and effect unless in writing and signed with the same
scope of protection afforded to City, its directors, formality as this Agreement.
officials,officers,employees,and agents.
1,3 No Oral Modification. No modification of this
9.5 Any deductibles or self-insured retentions shall be Agreement is effective unless set forth in writing and
declared to and approved by City. Consultant signed with the same formality as this Agreement.
guarantees that, at the option of City, either: (1) the
insurer shall reduce or eliminate such deductibles or 14. Invalidity. If any provision of this Agreement is
self-insured retentions as respects City, its directors, determined to be invalid, illegal, or unenforceable, the
officials, officers, employees, and agents; or (2) remaining provisions of this Agreement remain in full
Consultant shall procure a bond guaranteeing force,if the essential provisions of this Agreement for each
payment of losses and related investigation costs, party remain valid,binding,and enforceable.
claims and administrative and defense expenses.
15. Construction. This Agreement is to be construed in
10. Indemnification, Hold Harmless, and Duty to Defend. accordance with the laws of the State of California without
Consultant shall defend, indemnify, and hold City, its regard to its conflict of laws principals.
officials, officers, employees, and agents serving as
independent contractors in the role of city officials 16. Headings. The section headings herein are for
(collectively "Indemnitees") free and harmless from any convenience and reference purposes only and are not to
and all claims, demands, causes of action, costs, expenses, serve as a basis for construction or interpretation.
liability, loss, damage or injury, in law or equity, to
property or persons, including wrongful death, in any
manner arising out of or incident to any acts or omissions
of Consultant, its employees, or its agents in connection
with the negligent performance of the Agreement,
including without limitation the payment of all
Seal Beach,CA-UUT w/election rev 01-30-14 14
Attachment 3
MuniServices Helpful Contacts
Contact Project Role Phone Email
Steve Stark Client Services Manager 661.644.8266 steve.stark @muniservices.com
Doug Jensen SVP Client Services 559.288.8943 dou .Jensen Pmuniservices.com
Jonathan Gerth VP Audit Services 205.423.4177 Lygerth@revds.com
Gary Grace UUT Production Manager 818.661.SS20 &igrace@revds.com
Irene Reynolds Client Relations Supervisor SS9.271.6867 irene.reynolds.@muniservices.com
Billing Department 7S7.321.2S17 aMpay9portfoliorecovery.com
Francesco Mancia VP Government Relations SS9.288.7296 fran.mancia@muniservices.com
Brenda Nara an Dir.Government Relations 916.261.5147 brenda.nara an muniservices.com
Patricia A.Dunn Contracts Manager SS9.271.68S2 patricia.dunn@)muniservices.com
Sea]Beach,CA-UUT w/election rev 01-30-14 15
ATTACHMENT "C"
LEGAL SERVICES AGREEMENT
1. IDENTIFICATION OF PARTIES. This agreement, executed in duplicate with each party
receiving an executed original, is made between Donald H. Maynor, A Professional Corporation,
hereafter referred to as"LAW FIRM",with a business address of 235 Catalpa Drive,Atherton,CA 94027,
and the City of Seal Beach, hereafter referred to as"CITY".
This agreement is required by Business and Professions Code Section 6148 and is intended to
fulfill the requirements of that section.
2. LEGAL SERVICES TO BE PROVIDED. The legal services (and other related services requiring
legal expertise)to be provided by LAW FIRM to CITY are as follows:This agreement is intended primarily
to ensure the availability of LAW FIRM to perform "Revenue Protection Services" to the CITY (as
described in Article 2.2 of Attachment One),and to assist CITY and CITY's consultant (MuniServices) in
connection with legal issues that arise in the audit and compliance activities performed by MuniServices,
all of which are described in the CITY's agreement with MuniServices dated f71_r13KtL9 IZY I Zp[4,
and hereafter referred to as the "MuniServices Axreement", a copy of which is attached hereto as
Attachment One.
3. LEGAL SERVICES SPECIFICALLY EXCLUDED. Legal services that are not to be provided by LAW
FIRM under this agreement specifically include, but are not limited to, the following: Consultations
beyond those legal,tax preservation and protective services described in Paragraph 2 of this agreement
(and as more specifically described in Article 2.2 of the MuniServices Agreement), and any activity
related to litigation. If CiTY wishes that LAW FIRM provide any legal services not to be provided under
this agreement,a separate written agreement between LAW FIRM and CITY will be required.
4. RESPONSIBILITIES OF LAW FIRM AND CITY. LAW FIRM will perform the legal,tax preservation
and protective services called for under this agreement and respond promptly to CITY's inquiries and
communications. CITY will be truthful and cooperative with LAW FIRM and timely make any payments
required by this agreement.
5. ATi'ORNEY CLIENT RELATIONSHIP WITH CITY ONLY. It is acknowledged that LAW FIRM will
work cooperatively with CITY's consultant, MuniServices, in the providing of services set forth in the
MuniServices Agreement,to the benefit of CITY. It is also understood that CITY,not MuniServices,is the
client of LAW FIRM, and that LAW FIRM provides no legal services directly to MuniServices that would
establish an attorney{client relationship between LAW FIRM and MuniServices.
6. ATTORNEY'S FEES. Subject to Article 5.A.1 of the MuniServices Agreement, the City's total
annual fixed fee to MuniServices and LAW FiRM for participating in the Program shall be the greater of:
i) six-tenths of one percent (0.6°x6) of the total UUT revenues received by the City (excluding UUT
revenues derived from CATV and municipal water) based on the prior fiscal year,or ii)fifteen thousand
dollars($15,1100)("Minimum Fee").The Minimum Fee shall be increased at the rate of two percent(2%)
each year. Regarding LAW FIRM's portion of such annual fixed fee, City shall pay to LAW FIRM: For the
first year, City will pay Law Firm its allocated fee of the greater of fifty percent(50%) of the total annual
fixed fee or$10,000 as reflected in a separate attorney/client agreement with the City. Thereafter,City
will pay Law Firm its allocated fee of the greater of thirty-five percent(35%) of the total annual fixed or
$7,500.
tSA 1-OV509 1
At any time, LAW FIRM and MuniServices may, by mutual agreement, adjust their proportional
share of said total annual fixed fee, provided that such parties shall receive prior written approval of
such adjustment from CITY.
Said annual fixed fee shall be paid in four equal quarterly payments with due dates of:March 31,
June 30, September 30, and December 31. The first quarterly payment shall be due on the next
quarterly due date following the effective date of this agreement.
in the event that any legal services from LAW FIRM are required in connection with a CITY-
specific audit,the cost of such services to the CITY shall be paid by MuniServices,and MuniServices shall
disclose to the CITY the financial arrangement between MuniServices and LAW FIRM regarding the
payment of such costs and how it effects the fees paid by the CITY.
7. TERMINAT10ft Either LAW FIRM or CITY may terminate this agreement by providing thirty
(30)days prior written notice to the addresses in Paragraph 1 of this agreement. If the CITY terminates
this agreen*nt at any time within twelve (12) months following the effective date of this agreement,
and LAW FIRM has prepared and dekvered an ordinance update to the CITY's satisfaction (whether or
not the CITY adopts the recommended update), the CITY shall nevertheless pay LAW FIRM four (4)
quarterly payments from the commencement of the agreement, in accordance with Paragraph 6, to
compensate LAW FIRM for services rendered.
8. DISCLAIMER OF GUARANTEE. Nothing in this agreement and nothing in LAW FIRM's
statements to CITY will be construed as a promise or guarantee about the outcome of Cllys matte.
Attorney makes no such promises or guarantees. LAW FIRM's comments about the outcome of any
matter are expressions of opinion only. Notwithstanding the above, LAW FIRM agrees to perform in a
competent and lawyer-like manner.
9. INSURANCE. LAW FIRM shall maintain a policy of professional liability insurance, protecting it
against claims arising out of negligent acts, errors, or omissions of LAW FIRM pursuant to this
agreement, in an amount of not less than $1,000,000. LAW FIRM agrees to maintain such insurance at
LAW FIRM'S expense In full force and effect In a company or companies satisfactory to the City. Ali
coverage shall remain in effect until termination of this agreement.
Each party is signing this agreement on the date below that party's signature.
City of Seal Beach, Donald H.Maynor,
a Municipal Corporation a Professional Law Corporation
By: By:
Title: Title:
Date: Date:- 02
2