HomeMy WebLinkAboutAGMT - MuniServices, LLC (Consultant Services) (Legal Services)Amendment No. 2 to
Consultant Services Agreement
This Amendment No. 2 is made as of March 2021, by and between the City of Seal Beach, a municipal corporation
("CITY"), and MuniServices, LLC, a Delaware limited liability company ("CONSULTANT"), collectively the Parties.
RECITALS
A. On or about February 11, 2014, the CITY and CONSULTANT, entered into an agreement No.1, (hereinafter
"Contract") to perform, among other things, certain compliance and protective services in connection with the
CITY's utility users tax (hereinafter "UUT"), including a telecommunications UUT;
B. On or about September 14, 2015, the CITY and CONSULTANT agreed to amend the Contract in order to satisfy
the requirements of AB 1717, by adding the authorizations and restrictions therefrom to the services described
in the Contract via amendment No.1;
C. Byway of this Amendment, the CITY desires for CONSULTANT to also provide Business License Discovery and
Recovery Audit Services.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained here, the Parties agree as
follows:
AGREEMENT
1. Add to the Agreement the attached Article 7 for Business License Discovery and Recovery Audit Services.
The attached Article 7 for Business License Discovery Recovery Audit Services is hereby added
under ATTACHMENT 1 of the Agreement as if fully set forth.
2. Other terms:
All other terms and conditions of the Agreement remained unchanged.
IN WITNESS WHEREOF, the parties are signing this Amendment on the date stated in the introductory paragraph.
CONSULTANT
MuniServices, LLC
a Delaware Limited Liability Company
T/We Me&
Mike Melka
Chief Financial Officer
Seal Beach, CA —Amend No. 2 LTC D&R Audit 02125121
CITY
City of Seal Beach,
a Municipal Corporation
(signatur4_-� airlly
Al R. a=rvcyr(G m i, rkA QW ea 2rt r
(print name/title)
ARTICLE 7
LOCAL TAX COMPLIANCE SERVICES (DISCOVERY RECOVERY AUDIT)
A. Objectives and Methods
CONSULTANT's Local Tax Compliance service ("LTC") is designed to assist the CITY in locating tax revenue that the CITY
may not be receiving from its local tax registry. CONSULTANT provides detection, documentation and correction of
errors and omissions causing deficiencies thereby producing new revenue that would not otherwise have been realized
by the CITY. Moreover, our team works in full and collaborative partnership with CITY's revenue staff to supplement the
operations and procedures currently in place.
The LTC service also aims to reduce future errors by informing the businesses that are identified as having errors or
omissions about the proper methods of compliance. Informing business owners of the requirements of the ordinance
helps to prevent future mistakes by businesses making future enforcement efforts by the CITY less burdensome for the
CITY.
Al. Scope of Work
CONSULTANT provides the LTC service as follows:
1.1. Initial Meeting. CONSULTANT meets with the CITY staff to review the procedures and objectives of the LTC
service, business entity relations and logistical matters, including establishing an appropriate liaison with CITY
management and staff and logical checkpoints for measuring progress (the "Initial Meeting"). CONSULTANT and
CITY shall schedule the meeting within 10 days after CONSULTANT receives the fully signed copy of the
Agreement from the CITY with this Exhibit attached.
1.2. Workplan. Based on the Initial Meeting, CONSULTANT develops a workplan that incorporates the logistical
matters agreed to in the Initial Meeting and describes in detail how the objectives of the LTC service shall be
met (the "Workplan").
1.3. Commencement of services. After the Workplan is developed, CONSULTANT shall begin providing the services
described in paragraphs 1.4 thru 1.5 below. CONSULTANT's obligation to provide services is contingent on the
CITY providing the necessary information and cooperation.
1.4. Discovery Services. Discovery Services are designed to provide a full-service solution to the CITY's business
license enforcement procedures. It does not replace current functions but provides a focused and fulltime
solution to the identification of entities subject to taxation by the CITY, which are not properly registered, or
otherwise not reporting taxes to the CITY. In performing the Discovery Services, CONSULTANT shall:
a. Establish a comprehensive inventory of the entities subject to taxation by the CITY and the database
elements needed to facilitate a comprehensive comparative analysis with the CITY's records of those
entities that are properly registered;
b. Compare CONSULTANT's database of business records with the CITY's records to identify potential non -
reporting and non -registered entities subject to taxation;
c. For unregistered or non -reporting entities identified and confirmed, assist the entities, as necessary, to
complete the CITY's applicable registration form(s) and determine the amount of tax due for current and
prior periods (plus applicable interest and penalties, where appropriate);
d. Invoice entities (including supporting documentation) on behalf of the CITY for the amount of identified
deficiencies, with payment to be remitted to CONSULTANT;
e. Ensure that all submitted registration forms are completed correctly and in their entirety;
Seal Beach, CA—Amend Na. 2 LTC D&R Audit 02125121 2
f. Forward all completed registration forms and associated payments to the CITY in batches at the
frequency directed by the CITY. Applications will be forwarded with copies of the payments and
payments deposited into an account designated by the CITY;
g. Collect the amount of identified deficiencies, together with supporting documentation, and remit
payment received to the CITY in bi-weekly batches; typically on the 15th and by the last business day of
each month. (CONSULTANT shall follow the CITY's business rules in collecting partial payments or the
taxes in full at the CITY's direction);
h. Establish a call center open during normal business hours to assist entities with questions concerning
application of the CITY's taxes, and reporting and remittance requirements;
i. Educate entities regarding the CITY's reporting requirements to prevent recurring deficiencies in future
years;
j. Contact personnel in sales, operations and/or tax accounting at each target business to determine
whether a business license fee is due, when necessary and appropriate. This is accomplished with the
highest regard to discretion and professional conduct. CONSULTANT's LTC audits are predicated on a
non -controversial, constructive public relations approach that emphasizes the importance of each
business to the CITY and the mutual benefits of correcting non -reporting errors;
k. Provide reports addressing each taxpayer not reporting, including the business name, address, and
telephone number to the CITY; and
I. Monitor and analyze the business license registration files of the CITY each quarter in order to
determine non -reporting businesses.
1.5. Deficiency Audit Services. Deficiency Audit Services are designed to identify entities subject to taxation by the
CITY that are not properly reporting the full amount of tax which they are subject to under the CITY's
ordinances. Deficiency Audit Services also identifies entities that are potentially underreporting, or not reporting
all applicable taxes. CONSULTANT reviews entities' records to ensure compliance with the CITY's taxes. In
performing the Deficiency Audit Services, CONSULTANT shall:
a. Establish a comprehensive inventory of the registered entities subject to taxation by the CITY and the
database elements needed to facilitate an analysis of records of those entity's current and prior year's
tax remittance;
b. Compare CONSULTANT's records with the CITY's records to identify potential under -reporting entities
subject to taxation;
c. Meet with designated CITY staff to review and discuss potential audit candidates and mutually agree
which entities will be subject to review. Only entities mutually agreed by CONSULTANT and the CITY to
be reviewed shall be subject to CONSULTANT's audit services.
d. For potential under -reporting entities identified, CONSULTANT shall obtain authorization from the CITY
to conduct a review of the entities' records and determine the amount of tax due for current and prior
periods (plus applicable interest and penalties, where appropriate).
e. Submit audit summaries (also referred to as "Deficiency Notice") to the CITY to permit the CITY to
determine the amount of a deficiency owed, if any.
A2. Deliverables
CONSULTANT shall provide the CITY with audit progress reports to include the following:
I. Status of work in progress, including copies of reports provided to taxpayers/intermediaries addressing each
reporting error/omission individually, including where applicable the business name, address, telephone
number, account identification number, individuals contacted, date(s) of contact, nature of business, reason(s)
for error/ omission and recommended corrective procedure;
2. Actual revenue produced for the CITY by CONSULTANT's service on a quarterly and cumulative basis;
3. Projected revenue forthcoming to the CITY as a result of CONSULTANT's audit service, specified according to
source, timing, and one-time versus ongoing; and
Seal Beach, CA —Amend No. 2 LTC D&R Audit 02125121
4. Alphabetical listing of all errors/omissions detected for the CITY by CONSULTANT, including the account number,
correction status, payment amount received by the CITY, period to which payment is related and payment type
(e.g., reallocation, deficiency assessment) for each one.
Timing and Reporting
CONSULTANT shall commence project planning within 10 working days following authorization.
A3. CITY Assistance
The CITY agrees to:
a. Provide an electronic copy of the CITY's License Registration File and License Payment History file to
CONSULTANT, together with any other information necessary for CONSULTANT to compute CONSULTANT's
billing for services, in electronic format, to CONSULTANT on no less than a quarterly basis during the term of the
Agreement and thereafter for so long as CONSULTANT's right to invoice for services rendered continues;
b. Use reasonable and diligent efforts to collect, or to assist CONSULTANT in the collection of, deficiencies
identified by CONSULTANT pursuant to this Agreement. For accounts that remain uncollected after
CONSULTANT has exhausted its efforts to collect through the standard process, CONSULTANT and the CITY may
mutually agree to special procedures that will make further attempts to collect amounts still outstanding.
Typically, these processes will be implemented by CONSULTANT; and
c. Notify CONSULTANT within 10 days following receipt by the CITY of payments, if any, resulting from deficiencies
identified by CONSULTANT.
Because CONSULTANT's LTC Service may result in collection of deficiencies after termination of the Agreement, the
CITY's obligation to collect fees and notify CONSULTANT, and CONSULTANT's right to continue to receive contingency
fees, shall survive termination of this Agreement for any reason.
The CITY shall have the right, at the CITY's option, to elect not to proceed with recovery of any identified deficiencies.
Deficiencies which are uncollectible due to insolvency or dissolution of the entity liable, or for deficiencies which are
otherwise incapable of collection (e.g. statute of limitations expiration or other legal defense) shall not be considered an
"election" by the CITY for the purposes of this Agreement. For deficiencies otherwise collectable but for which the CITY
elects not to collect, the CITY shall notify CONSULTANT of its election not to pursue ("waive") collection of said
deficiencies. CONSULTANT shall be entitled to one-half (%2) of the fee CONSULTANT would have been entitled to for the
waived portion of the deficiency.
Seal Beach, CA—Amend No. 2 LTC D&R Audit 02125121
COMPENSATION
LOCAL TAX COMPLIANCE SERVICES (DISCOVERY RECOVERY AUDIT)
B. DISCOVERY SERVICES
CONSULTANT's compensation for providing Discovery Services shall be a contingency fee of 30% of the additional
revenue received by the CITY from the services. The 30% shall apply to the current tax year, all eligible prior period
revenues, and any applicable penalties, interest, and late charges. The contingency fee only applies to revenue actually
received by the CITY. The term "current tax year" shall mean the most recent tax year for which local taxes are due and
payable to the CITY, and in which CONSULTANT has identified deficiencies.
In the event that the CITY identifies, documents, and notifies CONSULTANT of a particular business entity that has not
been reporting, or misreported its business license taxes properly, the CITY will notify CONSULTANT within ten (10) days
after the discovery. If the CITY properly notifies CONSULTANT of the deficiency, then CONSULTANT will reduce its
contingency fee to a 15% for that particular business entity identified by the CITY. If the CITY fails to notify CONSULTANT
as provided above and CONSULTANT later discovers, documents, and reports the reporting error, then CONSULTANT will
be entitled to the full compensation of 30% for that particular deficiency.
C. AUDIT SERVICES
CONSULTANT's compensation for the Audit Services shall be a contingency fee of 30%. The 30% contingency fee shall
apply to revenue received by the CITY as a result of deficiencies identified in the review and shall include any eligible
prior period revenues together with all applicable penalties, interest and late charges. The CITY agrees to use
reasonable and diligent efforts to collect deficiencies identified by CONSULTANT.
TAXPAYERS' PAYMENTS AND CONSULTANT'S INVOICE PROCESS
The following section describes how CONSULTANT handles the taxpayers' payments and invoices the CITY for its fees.
a. Taxpayers' payments received by CONSULTANT shall be deposited into a general escrow account maintained by
CONSULTANT. The taxpayers' payments deposited into the escrow account shall be remitted to the CITY on a bi-
weekly basis (typically on the 15" and by the last business day of each month) net of CONSULTANT's fees.
b. CONSULTANT shall send to the CITY a remittance package no less frequently than once per month that shall
contain the taxpayer business license application, copy of the taxpayer payment, other supporting documents
received from the taxpayer, a CONSULTANT generated report identifying each taxpayer payment received and
the amount of CONSULTANT fees attributed to the taxpayer payment, a check made payable to the CITY for the
amount of fees collected less CONSULTANT's fees, and an invoice showing our contingency fee.
c. Should there be any disputed payments; CONSULTANT shall work with CITY to mutually resolve these issues. If
the resolution results in CITY's favor, CONSULTANT shall refund the applicable portion of the fee to CITY within
10 days of resolution.
D. 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's standard hourly rates range from $75 per hour to $200 per hour.
These additional consulting services shall be invoiced at least monthly based on actual time and expenses incurred. All
reimbursable expenses shall receive prior approval from the CITY and shall be reimbursed at cost to CONSULTANT.
Seal Beach, CA —Amend No. 2 LTC D&R Audit 02/25/21
RESOLUTION 7124
A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING AMENDMENT NO. 2 TO THE CONSULTANT
SERVICES AGREEMENT WITH MUNISERVICES, LLC FOR
BUSINESS LICENSE DISCOVERY AND RECOVERY AUDIT
SERVICES
THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:
Section 1. The City Council hereby approves Amendment No. 2 to that certain
consultant services agreement between the City of Seal Beach and
MuniServices, LLC dated February 11, 2014, as amended, to provide Business
License Discovery and Recovery Services, in the form attached hereto as Exhibit
A.
Section 2. The Council hereby authorizes the City Manager to execute the
Amendment and associated budget amendments as necessary.
PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a
regular meeting held on the 22nd day of March, 2021 by the following vote:
AYES: Council Members: Kalmick, Massa-Lavitt, Moore, Sustarsic, Varipapa
NOES: Council Members: None
ABSENT: Council Members: None
ABSTAIN: Council Members: None
Joe Kalmick, Mayor
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the
foregoing resolution is the original copy of Resolution 7124 on file in the office of
the City Clerk, passed, approved, and adopted by the City Council at a regular
mee)ijng held on the 22nd day of March, 2021.
loria D. Harper,
GOVEREV-01 CSOKOLOWSKI
CERTIFICATE OF LIABILITY INSURANCE
DATE 1
021
3/16/21
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Thompson Flanagan Executive Liability Group
626 W. Jackson Blvd. 5th Floor
Chicago, IL 60661
CONTACT Colleen Sokolowski
PHONE FAX
AIC, No, Ext): A/C, No):
EA
-MIL , csokolowski@thompsonflanagan.com
INSURERS AFFORDING COVERAGE NAIC If
INSURER A: HARTFORD INSURANCE SERVICES 38288
INSURED
Avenu Holdings, LLC
7625 Palm Ave., Suite 108
Fresno, CA 93711
INSURER 8: Trumbull Insurance Company 27120
INSURER C: Hartford Casualty Insurance Company 29424
INSURER D: Landmark American Insurance COm an 33138
INSURER E: Axis Insurance Company 37273
INSURER F:
rnVFROr.FR r GRTICICATC ul IRA12CD• er•vre,��, u, u.n�n.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
TYPE OF INSURANCE
ADDL
SUBR
POLICY NUMBER
POLICY EFF
POLICY EXP
1/24/2022
LIMITS
A
X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE � OCCUR
X
AUTHORIZED REPRESENTATIVE
83 UUN AA6800
1/24/2021
EACH OCCURRENCE 11000,000
DAMAGE TO RENTED $ 300,000
ence)MED
EXP (Any oneperson) $ 10,000
PERSONAL & ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
X POLICY D jpa F-1 LOC
GENERAL AGGREGATE $ 2,000,000
PRODUCTS - COMP/OP AGG $ 2,000,000
$
OTHER:
B
AUTOMOBILE
LIABILITY
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
SSWNEp
AUS ONLY AUTOS ONLY
83 UUN AA6800
1/24/2021
1/24/2022
COMBINED SINGLE LIMIT $ 1,000,000
(Ea accident)X
BODILY INJURY Perperson)
BODILY INJURY Per accident
PerOacEcRidentDAMAGE
C
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X
UMBRELLA LIAB
EXCESS LIAB
X
OCCUR
CLAIMS -MADE
NIA
83 RHU AA6623
83 WEAE7C2X
LCY787106
P-001-000245516-02
1/24/2021
1/2412021
1/24/2021
3/15/2021
1/24/2022
1/24/2022
1/24/2022
3/15/2022
EACH OCCURRENCE 10,000,000
AGGREGATE $ 10,000,000
DED I X I RETENTION $ 10,000
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE YIN
FFICER/rM Mg��EXCLUDED9
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If yes, describe under
DESCRIPTION OF OPERATIONS below
Prim. Tech E&O/Cyber
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E.L. EACH ACCIDENT $ 1,000,000
E.L. DISEASE - EA EMPLOYE $ 1,000,000
E.L. DISEASE - POLICY LIMIT 1,000,000
Per Claim/Agg 2,500,000
Limit 2,000,000
DESCRIPTION OF OPERATIONS] LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached K more space is required)
The City of Seal Beach, its agents, officers, servants and employees are Additional Insureds under the General Liability policy as respects to work performed
by the insured, as required by written contract. The General Liability policy is Primary and Non -Contributory.
W 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
G"L ,,Vr7
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Seal Beach
Finance Director
211
211 8th Atreet
AUTHORIZED REPRESENTATIVE
ISeal Beach CA 90740
ernon er ron�c.,nn,
W 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
ACORD'
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AGENCY CUSTOMER ID: GOVEREV-01
LOC #: 1
ADDITIONAL REMARKS SCHEDULE
CSOKOLOWSKI
Page 1 of 1
AGENCY
NAMED INSURED
Thompson Flanagan Executive Liability Group
Avenu Holdings, LLC
7625 Palm Ave., Suite 108
Fresno, CA 93711
POLICY NUMBER
EE PAGE 1
CARRIER
NAIC CODE
EE PAGE 1
SEEP 1
EFFECTIVE DATE: SEE PAGE 1
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance
Named Insured:
1. Government Revenue Solutions Holdings I, LLC
2. Avenu Holdings, LLC
3. Avenu Insights & Analytics LLC
4. MuniServices, LLC d/b/a Avenu MuniServices, LLC
5. eGov Solutions, LLC
6. Ram Ware, LLC
7. Avenu Insights, LLC
8. Avenu Canada
9. Avenu AcquireCo ULC
10. Avenu Pension Administration Solutions ULC
11. Avenu SLS Holdings, LLC
12. Avenu Local Government Solutions, LLC
13. Avenu SLGS Holdings, LLC
14. Avenu Unclaimed Property Systems, LLC
15. Avenu Enterprise Solutuions, LLC
16. Avenu Government Systems, LLC
17. Avenu Government Record Services, LLC
18. Avenu Title Records, LLC
19. The Windward Group LLC
ACORD 101 t2nnRm Tl
v "" A%'UKU cUKIRURATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
Q/NlUNISERVICES
Discover, Recover. Prosper.
March 2, 2017
City of Seal Beach
Ms. Victoria Beatley, Director of Finance
211 8th Street
Seal Beach CA 90740
MuniServices, LLC
7625 North Palm Ave Ste #108 Fresno, California 93711
Phone: 800.800.8181 ext. 76852 Fax: 559.312.2852
Patricia.Dun n(�MuniServices.com
RECEIVED MAR 0 6 2017
Re: Letter Agreement to replace "Law Firm" in the City's Agreement with MuniServices for
Utility Users' Tax Program Services
Dear Ms. Beatley:
The purpose of this letter agreement is to explain a change to MuniServices Utility Users' Tax Program
for administrative and protective services, including legal services of the City's outside counsel, Donald
H. Maynor, a Professional Law Corporation ("Law Firm").
Change to reference of Low Firm in the City's UUT Agreement
MuniServices Utility Users Tax Standard Program has provided compliance,
administrative and protective services (including legal services of the City's outside
counsel, Donald H. Maynor, a Professional Law Corporation ("Law Firm")), that allow the
City to preserve, protect and enhance their UUT revenues focusing on Compliance,
Administrative and Revenue Protection and Enforcement.
Donald H. Maynor, a Professional Law Corporation "Law Firm" retired on January 1,
2017 and no longer provides legal services for the UUT Program.
Effective January 1, 2017, in the City's UUT contract with MuniServices, all references to
"Law Firm" will now refer to Jarvis, Fay, Doporto & Gibson, as MuniServices' legal
partner delivering legal and protective services for the UUT program.
Additionally, in the course of providing the services to City described herein,
MuniServices may require and obtain legal services from in-house or outside legal
counsel, which it will obtain at its own costs. MuniServices, however, shall not provide
legal advice to the City; nor will it provide legal analysis or advice to citizens or service
suppliers involving an interpretation or application of the City's UUT ordinance.
Notwithstanding the foregoing, MuniServices will provide its technical assistance and
expertise, upon request to the City's Attorney, regarding an interpretation or application
of the City's UUT ordinance
Change to UUT Agreement language regarding allocation of fixed fee
In the Compensation section of Agreement between the City and MuniServices regarding
the allocation of the Annual Fixed Fee, there is language addressing the proportional
share of the fixed fee to Law Firm.
Page 2
March 2, 2017
Ms. Beatley
Effective January 1, 2017, the entire annual fee shall be remitted to MuniServices and
then MuniServices will in turn remit to Jarvis, Fay, Doporto & Gibson, fees charged for
the delivery of legal and protective services for the UUT services rendered.
If this letter agreement correctly reflects the terms agreed by MuniServices and City, please sign this
letter agreement in the space provided below and return by email to MuniServices' contracts manager
at Patricia.DunnOMuniServices.com. By signing in the space below, you represent that you have
authority to bind the City to this agreement.
We look forward to continuing to work with the City and provide UUT services.
Sincerely yours,
D#ensen
SVP Client Services
cc: Julia Erdkamp
By signing here, the City represents that is accepts:
1. The changes identified above and that in the UUT Contract between the City and MuniServices,
all references to "Law Firm" will now be in reference to the firm of Jarvis, Fay, Doporto &
Gibson.
2. The annual fixed fee in its entirety will now be paid to MuniServices who in turn will remit to
Jarvis, Fay, Doporto & Gibson its proportionate share of fees charged for the delivery of legal
and protective services for the UUT services rendered.
The
By:
Nar
Titl,
y to bind the City to this letter agreement.
Date: 04. 10 • Of
LAW OFFICE
Donald H. Maynor
A PROFESSIONAL LAW CORPORATION
235 Catalpa Drive
Atherton, CA 9401_7
T.(650)327-2894
ma nor I C`comcast.net
August 18, 2016
Victoria L. Beatley, Director of Finance/ City Treasurer
City of Seal Beach
211 8th Street
Seal Beach, CA 90740
Re: Notice of Termination of Legal Services on 12-31-2016
Dear Vikki:
The purpose of this letter is to formally let you know that I will be retiring at the end of
this year, 2016, and will no longer be providing legal services to your City under the
UUT Program with MuniServices. In mid-December, you will receive my final invoice
for the last quarter of 2016.
MuniServices has been, and will continue to communicate with you in the coming weeks
about how my legal services will be replaced, as well as other changes to the UUT
Program for 2017, including its compliance services for prepaid wireless. My agreement
with your City, however, will terminate on December 31, 2016.
One of the reasons that I am giving early notice of my retirement is to give you ample
opportunity to make any requests for my services in the next few months.
Please feel free to call or email me to discuss any of the above.
Finaily", i want to tilank you for allowing me to serve your City for all of these many
years. I feel honored to have enjoyed your trust and cooperation, as we worked together
in protecting your City's local utility users tax.
Sincerely,
DONALD H. MAYNO , ESQ.
CC: Steve Quon, MuniServices
AMENDMENT TO CONTRACT BETWEEN MUMSERVICES, LLC
AND CITY OF SEAL BEACH, DATED SEPTEMBER 14, 2015
THIS CONTRACT AMENDMENT (the "Amendment") is entered into
between City of Seal Beach ("City") and MuniServices, LLC ("MuniServices").
The City and MuniServices agree as follows:
WHEREAS, the City and MuniServices, entered into an agreement,
Contract no. 1 dated February 11, 2014 (hereinafter "Contract") to perform,
among other things, certain compliance and protective services in connection
with the City's utility users tax (hereinafter "UUT"), including a
telecommunications UUT;
WHEREAS, AB 1717 (Ch. 885, Stat. 2014), the Prepaid Mobile Services
Telephony Service Surcharge Collection Act ("AB 1717") was enacted with an
effective date of January 1, 2415, and a collection date commencing January 1,
2016, and establishes a statewide method of collecting the City's UUT on prepaid
wireless services;
WHEREAS, AB 1717 imposes certain restrictions on third party
consultants of the City who are designated and authorized by the City to examine
certain State Board of Equalization (hereinafter "BOE") documents relating to the
collection of the City's utility users tax on prepaid wireless services, as covered
by AB 1717;
NOW THEREFORE, in order to satisfy the requirements of AB 1717, the
parties agree to amend the Contract by adding the following authorizations and
restrictions to the services described in the Contract:
1. MuniServices is authorized to examine the BOE's records
pertaining to the prepaid local charge (i.e., prepaid wireless UUT (collectively, the
"Records") and to use such information only for purposes related to such
collection;
2. MuniServices shall disclose information contained in or derived
from, the Records only to an officer or employee of the City authorized by
resolution to examine the information;
3. MuniServices shall not perform any consulting services for a "seller"
(as defined in AB 1717) during the term of the Contract;
4. MuniServices shall not retain information contained in, or derived
from, the Records after the Contract has expired;
5. MuniServices shall, to the same extent as the Board of
Equalization, be subject to Revenue and Tax Code Section 55381, relating to
unlawful disclosures;
6. The Contract shall not be construed as permitting a contingent fee
arrangement as payment for services rendered pertaining to prepaid local
charges; and any fees paid by City to MuniServices for City specific auditing of a
"seller" of prepaid wireless UUT remitting to the BOE, will only be done pursuant
to a separate agreement which will not involve any contingent fee arrangement.
7. In case of a conflict between the terms of this Amendment and the
terms of the Contract, the terms of this Amendment shall strictly prevail.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized representatives as of the date set forth below.
DATED: September 14, 2015 CITY OF Seal Beach
- - : 9.(I�ITXIMIl�O-Glm
City Attorney
2
By:
Nam. ' l R. Ingram
Title: City Manager
MUNISERVICES, LLC.
By: _
Name:
Title:
5. MuniServices shall, to the same extent as the Board of
Equalization, be subject to Revenue and Tax Code Section 55381, relating to
unlawful disclosures;
6. The Contract shall not be construed as permitting a contingent fee
arrangement as payment for services rendered pertaining to prepaid local
charges; and any fees paid by City to MuniServices for City specific auditing of a
"seller" of prepaid wireless UUT remitting to the BOE, will only be done pursuant
to a separate agreement which will not involve any contingent fee arrangement.
7. In case of a conflict between the terms of this Amendment and the
terms of the Contract, the terms of this Amendment shall strictly prevail.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized representatives as of the date set forth below.
DATED: September 14, 2015 CITY OF Seal Beach
By.
Nam I R. Ingram
Title: City Manager
MUNISERVICES, LLC.
By:
Nag Jensen
Title: Client Services
FORM:
City Attorney
MuniServices, LLC
Consultant Services Agreement
1. Us.
We are MuniServices, LLC, a Delaware limited
liability company, and a wholly owned subsidiary
of Portfolio Recovery Associates, Inc.; with an
office at 7625 N. Palm Avenue, Suite 108, Fresno,
California 93711. In this Agreement we are
referred to as "MuniServices" or "we", "our", "us.
We use our sister company, RDS, to assist us with
work. Sometimes we will refer to you and us as
the "Parties."
If you need to contact us a short list of helpful
contacts is attached as Attachment 3.
If you are sending us a notice required by this
Agreement, send it to:
MuniServices, LLC
Attn: Legal Department
7625 N. Palm Avenue, Suite 108
Fresno, CA 93711
Facsimile: 559.312.2852
Email: legal0muniservices.com
When providing notice to us, you must also
provide a copy of the notice to: PRA General
Counsel, 120 Corporate Blvd., Suite 100, Norfolk,
VA 23502. All notices, including notices of address
changes, provided under this Agreement are
deemed received on the third day after mailing if
sent by regular mail, or the next day if sent
overnight delivery. We do not accept notices by
email or facsimile. Notice of rate changes or
distribution changes must be sent by certified
mail.
2. You.
You are the City of Seal Beach. You are a
municipal corporation of the State of California. In
this Agreement we will refer to you as "you",
"your", "yours". If we are sending you a notice
required by this Agreement, we will send it to:
co
City of Seal Beach
Attn: Victoria L. Beatley, Director of Finance
211 8th Street
Seal Beach, CA 90740
Facsimile: 562.493.9854
Email: vbeatley0sealbeachca.gov
3. Our Services and your payment.
We will provide you with the services listed in
Attachment 1 (the "Services"). You will pay us the
fees listed in that same Attachment. If we are
providing more than one Service, each service will
have a separate attachment and will be labeled
Attachment 1-1, 1-2, etc.
4. What our Services do not include.
We do not provide to you or any third -parties any
legal advice or services. We also do not provide
tax advice to you or third parties. Also we cannot
and therefore do not establish: the tax rates due
from taxpayers; and the penalties and fees that are
assessed against taxpayers (though we will
calculate these amounts for you as part of the
Services once you have established the rates). We
also do not determine either the amount of
refunds or the proper government account(s) that
taxpayer receipts shall be deposited into.
5. Term of this Agreement.
The initial term of this Agreement begins on
February 11 2014 (the "Effective Date")
and continues for a period of three years from the
Effective Date. Thereafter this Agreement will
automatically renew for successive three year
terms (each a "Renewal Term"), unless either
party notifies the other in writing of its intent not
to renew 90 days prior to the end of the initial
term or any Renewal Term. There are some other
ways this Agreement can end and those are found
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: 0 (�
Doigensen, SVP Client Services J' 1 R. Ingram, Cit 0
nager
Seal Beach, CA - UUT w/election rev 01-30-14
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
c. UUT Business Detection: 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
UUT payment history. MuniServices will follow up with the appropriate compliance correspondence and
enforcement procedures on behalf of the City.
e. UUT Payment History MuniServices will provide the City, on a monthly or otherwise mutually agreed
upon basis, with a spreadsheet reflecting the City's UUT payments by provider and utility category (based
on remittance data provided by the City to MuniServices).
f. Non -Core Suppliers Review: MuniServices will assist the City in obtaining the SB278 lists and review
non-core suppliers operating with the City to ensure that these utility resellers are included in the
calculation of UUT revenues and are in compliance with the provisions of the City's UUT ordinance.
g. Commercial Exemption Review: MuniServices will obtain the list of commercial exempt accounts and
analyze the status pursuant to the exemption provisions of the City's UUT ordinance or federal law.
Any accounts found to be exempt in error will be brought into compliance as appropriate.
2. Revenue Protection Services
MuniServices will work cooperatively with Law Firm in providing the following revenue protection
services designed to protect the City's existing and future UUT revenues as follows:
a. Ordinance Update: Law Firm will provide a comprehensive review and update of the City's existing UUT
ordinance. Thereafter, provide periodic reviews and recommended updates to 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, we will assist the City with ordinance language, staff
reports, draft ballot language, and other technical assistance.
b. Legislative Review Services: 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
of California public agencies.
c. Regulatory 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 UUT, and make appropriate
recommendations to the 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, and other timely subjects.
e. Statutory Compliance Services: Law Firm will assist the City as appropriate in complying with Public
Utilities Code §495.6.
Seal Beach, CA - UUT w/election rev 01-30-14
f. Technology Reviews: Continually research utility information to identify taxable services delivered by new
technologies and bundling packages and how it applies to the City's UUT Ordinance.
Note: MuniServices, LLC Does Not Provide Legal Services: It is agreed and understood MuniServices will provide
no legal services that may be required under any of the activated Programs described in this Agreement.
3. Client Support Services
a. UUT Website: Prepare and maintain an accurate copy of the City's UUT ordinance and its administrative
rules and interpretations on the uutinfo.org website. Additionally, a link to the City's web page (if desired),
FAQ's, and model forms for exemptions, registration, remittances and other tax compliance documents will
be maintained on the www.uutinfo.orwebsite.
b. Client Only Webpaee: Provide the City's staff, as appropriate, access to the client -only features of the
www.uutlaw.com webpage which provides legal memos, practice hints, special utility features, legislative
tracking and new technology reviews.
c. Revenue Management Report(sl: Provide an annual 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 UUT revenues and a five-year revenue forecast on each of the utility business
segments (electric, gas, CATV, wired telecom, wireless telecom, etc).
d. Tax Application Inquiries: Provide legal and technical assistance to existing City staff 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
UUT.
e. Enforcement Assistance: 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 enforcement of the tax ordinance (e.g., nexus issues and
questions from taxpayers or tax collectors); and ii) compliance correspondence and legal notices as
required by ordinance and due process.
f. Audit Assistance: 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 of an audit;
g. Program Review: Review the City's existing or proposed tax compliance programs, including tax amnesty
programs.
h. Tax Initiative Help: Assist City in developing effective strategies to address aggressive "anti -tax' efforts
B. UUT Premium Program (Optional)
1. City -Specific Audits
At any time during the term of this Agreement, with the prior mutual consent of the City and MuniServices,
MuniServices may perform an audit of a specific utility provider related to UUT 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 UUT ordinance and/or franchise fee agreement. This service includes an actual
Seal Beach, CA — UUT w/election rev 01-30-14
request for, and review of the utility provider's books and records. Typically, the audit process, in general, will
consist of the following:
a. 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 in detail to:
1) Determine revenues that are to be included or excluded from the UUT and/or franchise fee
computations;
2) Review the revenues excluded from the computations, if any, and;
3) 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 franchise fee calculation used to determine the
payment to 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.
h. Obtain and review the list of any exempted customers, if any, from the UUT 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 in the review period.
i. Sample test the geo-coding system by selecting certain customer accounts within the City boundaries
and in the immediate vicinity to review if those accounts are properly coded as assessed. MuniServices
will concentrate the sampling in problematic geographical areas, such as those that might overlap with
a neighboring city or where multiple zip codes exist. MuniServices will also sample test heavily in the
area of annexations to ensure that proper procedures are in place to identify and properly code these
areas within the Franchisee's system. MuniServices will request that the utility provide the customer
account information in an electronic format for all customers located in the City and surrounding areas.
j. Compare the provider's payments, exclusions, and other computations as related to the UUT and/or
franchise agreement. Compare the actual 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 on the issues identified. Seek to obtain agreement and/or payment of any amounts due to the
City (to be sent directly to the City) within 30 days.
1. Prepare a written report with findings that describe and explain the results of MuniServices 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.
m. Provide any and all necessary schedules and supporting documents to assist the City in collecting
underpaid UUT and/or franchise fees.
2. Utility Customer's Jurisdictional Coding Verification Service (Optional)
As an optional service under the UUT Premium Services, MuniServices will perform a 100% test of a
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, CA - UUT w/election rev 01-30-14
requires the providers to provide non -confidential customer account information in an electronic format
for all customers located in the City and surrounding areas.
Article 3 -Deliverables
MuniServices shall deliver to the City the studies, plans, specifications, or other documents as are identified in the
Scope of Services; and shall, upon completion of all work, submit to the City all information developed in the course of
providing the services. MuniServices shall, in such time and in such form as the City may require, furnish reports
concerning the status of services required under this Agreement. MuniServices shall, upon request by the City and
upon completion or termination of this Agreement, deliver to the City all material furnished to MuniServices by the
City.
Article 4 -Compensation
A. Annual Fixed Fee
1. Total Annual Fixed Fee: The City's total annual fixed fee for participating in 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 or CATV) based on the prior fiscal year, or ii) fifteen thousand
dollars ($15,000) ("Minimum Fee").
Allocation of Annual Fee. The total annual fee payment shall be allocated and paid separately to Law Firm
and MuniServices as follows: To MuniServices: City will pay MuniServices its allocated fee of sixth -tenths
of one percent (0.6%) of the total annual UUT fee less the amount allocated and paid separately 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 annual fixed fee payment shall be allocated and paid
separately to Law Firm and MuniServices as follows: To MuniServices: City will pay MuniServices its allocated
fee of sixth -tenths of one percent (0.6916) of the total annual UUT fee less the amount allocated and paid
separately to Law Firm. To Law Firm: For the firstyear, City will pay Law Firm its allocated fee of the greater
of fifty percent (50%) of the total annual fixed fee or ten thousand dollars ($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 (3591o) 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 fixed fee, 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 in 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 a prorated portion of
the preceding quarter based on the effective date of this Agreement. Payment will be made to MuniServices
within thirty (30) days of receipt of MuniServices invoice therefore. Any amounts which 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 amount permitted by law. These quarterly payments are nonrefundable.
Seal Beach, CA - UUT w/election rev 01-30-14
B. Compensation for City -Specific Compliance Review Services
With the exception noted in subsection (2) below, with respect to a City -specific compliance review
referred to in Article 2, Section 13(1) above, MuniServices shall be entitled to contingent fee compensation
where MuniServices' compliance review activities result in the City receiving additional revenues from
such City -specific compliance review activity. Accordingly, the City shall pay MuniServices twenty-five
percent (25%) of the additional revenues, including interest and penalties, that has resulted from its City -
specific compliance review activities. MuniServices will seek to recover, or assist the City in recovering all
revenue due the City from prior periods, if any, and MuniServices will receive 25% of any retroactive
recovery. Said 25% also applies to the additional revenue received by the City for the first three years
following the correction of the error/omission. 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 by the City in lieu of monetary payment.
Specifically for Solid Waste compliance reviews, MuniServices 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 (1.5%) per month, or the maximum amount permitted by law.
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 SO% upon election of the service and the remaining 50% upon completion.
D. MuniServices Expenses: MuniServices shall absorb all expenses incurred by MuniServices in providing its
services as described herein. These expenses include items such as employee salaries and benefits, insurance,
airfare, auto rentals, meals, lodging, express mail, mail, telephone, copying, directories, on-line resources, and
other overhead and miscellaneous expenses.
Additional Consulting
The City may request that MuniServices provide additional consulting services at any time during the term of the
Agreement. If MuniServices and the City agree on the scope of the additional consulting services requested, then
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 shall receive prior approval from the City and shall be reimbursed at cost to
MuniServices.
Seal Beach, CA - UUT w/election rev 01-30-14
Article 5 - Obligations
A. Welcome Packet
The City agrees to provide MuniServices with a Program Welcome Packet, including, but not limited to:
1. A copy of the City's UUT Ordinance and any amendments thereto.
2. Two letters requesting the exemption lists from the utility companies to be placed on City letterhead and
returned to MuniServices.
3. A Letter of Authorization for MuniServices to act on City's behalf. Place on City letterhead and returned to
MuniServices.
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 on City letterhead and returned to MuniServices.
B. Necessary Information
The City will provide MuniServices, 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 SB 278 gas and
electric lists (including names of customers refusing to pay surcharges), and of any subsequent amendments to the
UUT ordinance.
C. Regarding the City -Specific Audits
City agrees to:
1. 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 MuniServices within thirty (30) days following receipt of MuniServices detection report or
correspondence.
4. Provide MuniServices with a copy of any settlement agreement with a taxpayer/tax collector within ten
(10) days of entering into such agreement; and,
D. Notification
Notify MuniServices within ten (10) days following receipt by the City of payments that are a direct result of
MuniServices compliance and/or audit services (cash, installment, or other compensation directly benefitting
the City) of such tax deficiencies, whether invoiced or not. Upon receipt of such notice, MuniServices will
promptly invoice the City (if applicable).
E. Legal Interpretations of Ordinance
Upon request, the City will provide MuniServices with appropriate legal and administrative interpretations of its
UUT ordinance. It is agreed and understood that the City will retain the exclusive authority and responsibility to
administer, interpret, and enforce its UUT ordinance, recognizing that the role of MuniServices is limited to
employing their unique expertise and proprietary tools for: i) detecting and identifying errors/omissions by utility
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, CA — UUT w/election rev 01-30-14
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 anytime 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
When you provide us with
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.
You will review all reports we provide to you in a timely fashion and
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
While the Agreement is effective.
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; employer's 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 1 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.
Seal Beach, CA — UUT w/election rev 01-30-14 12
Article II. The parties also agree to the following miscellaneous terms.
1. Independent Contractor. We are an independent
contractor. Nothing in this Agreement is to be interpreted
as: creating the relationship of employer and employee
between you and us or between you and any of our
employees or agents; or creating a partnership or joint
venture between you and us. We are responsible for any
subcontractors we use in performing Services for you and
we are solely responsible to pay those subcontractors. We
may perform similar services for others during this
Agreement and you agree that our representation of other
government sector clients is not a conflict of interest.
2. Compliance with Laws. The parties agree to comply
with all applicable local, state and federal laws and
regulations during the term of this Agreement.
3. Intellectual Property. We retain all right, title, and
interest in and to the processes, procedures, models,
inventions, software, ideas, know-how, and any and all
other patentable or copyrightable material used,
developed, or reduced to practice in the performance of
this Agreement.
4. Waiver. Either party's failure to insist upon strict
performance of any provision of this Agreement are not to
be construed as a waiver of that or any other of a party's
rights under this Agreement at any later date or time.
S. Force Majeure. Neither party is liable for failing to
perform its obligations hereunder (other than payment
obligations) where performance is delayed or hindered by
war, riots, embargoes, strikes or acts of its vendors or
suppliers, accidents, acts of God, or any other event beyond
its reasonable control.
6. Counterparts. This Agreement may be signed in
separate counterparts including facsimile copies. Each
counterpart (including facsimile copies) is deemed an
original and all counterparts are deemed on and the same
instrument and legally binding on the parties.
7. Assignment MuniServices may assign this Agreement,
in whole or in part, without your consent to any
corporation or entity into which or with which
MuniServices has merged or consolidated; any parent,
subsidiary, successor or affiliated corporation of
MuniServices; or any corporation or entity which acquires
all or substantially all of the assets of MuniServices.
Subject to the foregoing, this Agreement shall be binding
upon and inure to the benefit of the parties and their
successors or assigns.
8. Public Release and Statements. Neither you nor we nor
each of our representatives or agents shall disseminate
any oral or written advertisement, endorsement or other
marketing material relating to each other's activities under
this Agreement without the prior written approval of the
other party. Neither party shall make any public release or
statement concerning the subject matter of this Agreement
without the express written consent and approval of the
other party. No party or its agent will use the name, mark
or logo of the other party in any advertisement or printed
solicitation without first having prior written approval of
the other party. The parties shall take reasonable efforts
to ensure that its subcontractors shall not disseminate any
oral or written advertisement, endorsement or other
marketing materials referencing or relating to the other
party without that party's prior written approval. In
addition, the parties agree that their contracts with all
subcontractors will include appropriate provisions to
ensure compliance with the restrictions of this Section.
9. Insurance.
9.1 Consultant shall not commence work under the
Agreement until it has provided evidence satisfactory
to City that Consultant has secured all insurance
required under this Section. Consultant shall furnish
City with original certificates of insurance and
endorsements effecting coverage required by this
Agreement on forms satisfactory to City. The
certificates and endorsements for each insurance
policy shall be signed by a person authorized by that
insurer to bind coverage on its behalf, and shall be on
forms provided by City if requested. All certificates
and endorsements shall be received and approved by
City before work commences. City reserves the right
to require complete, certified copies of all required
insurance policies, at any time.
9.2 Consultant shall, at its expense, procure and
maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damages to
property that may arise from or in connection with the
performance of this Agreement. Insurance is to be
placed with insurers with a current A.M. Best's rating
no less than AXIII, licensed to do business in
California, and satisfactory to City. Coverage shall be
at least as broad as the latest version of the following:
(1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence
form CG 0001); (2) Professional Liability. Consultant
shall maintain limits no less than: (1) General Liability:
$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
aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit
shall be twice the required occurrence limit; (2)
Professional Liability: $2,000,000 per claim/aggregate.
9.3 The insurance policies shall contain the following
provisions, or Consultant shall provide endorsements
on forms supplied or approved by City to state: (1)
coverage shall not be suspended, voided, reduced or
canceled except after 30 days prior written notice by
certified mail, return receipt requested, has been given
to City; (2) any failure to comply with reporting or
other provisions of the policies, including breaches of
warranties, shall not affect coverage provided to City,
its directors, officials, officers, (3) coverage shall be
primary insurance as respects City, its directors,
officials, officers, employees, and agents, or if excess,
shall stand in an unbroken chain of coverage excess of
Consultant's scheduled underlying coverage and that
any insurance or self-insurance maintained by City, its
directors, officials, officers, employees, and agents
shall be excess of Consultant's insurance and shall not
be called upon to contribute with it, (4) for general
liability insurance, that City, its directors, officials,
officers, employees, and agents shall be covered as
additional insureds with respect to the services or
operations performed by or on behalf of Consultant,
including materials, parts or equipment furnished in
connection with such work;
9.4 All insurance required by this Section shall
contain standard separation of insureds provisions
and shall not contain any special limitations on the
scope of protection afforded to City, its directors,
officials, officers, employees, and agents.
9.5 Any deductibles or self-insured retentions shall be
declared to and approved by City. Consultant
guarantees that, at the option of City, either: (1) the
insurer shall reduce or eliminate such deductibles or
self-insured retentions as respects City, its directors,
officials, officers, employees, and agents; or (2)
Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs,
claims and administrative and defense expenses.
10. Indemnification, Hold Harmless, and Duty to Defend.
Consultant shall defend, indemnify, and hold City, its
officials, officers, employees, and agents serving as
independent contractors in the role of city officials
(collectively "Indemnitees') free and harmless from any
and all claims, demands, causes of action, costs, expenses,
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
consequential damages and attorneys' fees and other
related costs and expenses, except for such loss or damage
arising from the sole negligence or willful misconduct of
City. With respect to any and all such aforesaid suits,
actions, or other legal proceedings of every kind that may
be brought or instituted against Indemnitees, Consultant
shall defend Indemnitees, at Consultant's own cost,
expense, and risk, and shall pay and satisfy any judgment,
award, or decree that may be rendered against
Indemnitees. Consultant shall reimburse City and its
directors, officials, officers, employees, and/or agents, for
any and all legal expenses and costs incurred by each of
them in connection therewith or in enforcing the
indemnity herein provided. Consultant's obligation to
indemnify shall not be restricted to insurance proceeds, if
any, received by Consultant, City, its directors, officials,
officers, employees, or agents. All duties of Consultant
under this Section shall survive termination of the
Agreement.
11. Public Records. Nothing in the Agreement shall be
construed to interfere with or constrain in any manner
City's ability to fulfill its obligations under the California
Public Records Act.
12. Entire Agreement. This Agreement is the entire
Agreement between us and you for the Service(s). This
Agreement supersedes and replaces any prior Agreements,
of whatever kind or nature, for the Service(s) Any prior
Agreements, discussions, or representations not expressly
set forth in this Agreement are of no force or effect. No
additional terms, Purchase Order Terms and Conditions, or
oral or written representations of any kind are of any force
and effect unless in writing and signed with the same
formality as this Agreement.
13. No Oral Modification. No modification of this
Agreement is effective unless set forth in writing and
signed with the same formality as this Agreement.
14. Invalidity. If any provision of this Agreement is
determined to be invalid, illegal, or unenforceable, the
remaining provisions of this Agreement remain in full
force, if the essential provisions of this Agreement for each
party remain valid, binding, and enforceable.
15. Construction. This Agreement is to be construed in
accordance with the laws of the State of California without
regard to its conflict of laws principals.
16. Headings. The section headings herein are for
convenience and reference purposes only and are not to
serve as a basis for construction or interpretation.
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.stark0muniservices com
Doug Jensen
SVP Client Services
559.288.8943
dou .'ensen muniservices.com
Jonathan Gerth
VP Audit Services
205.423.4177
Lvge—rth@revds.com
Gary Grace
UUT Production Manager
818.661.5520
gjgraceRreyds.com
Irene Reynolds
Client Relations Supervisor
559.271.6867
irene.re nolds. muniservices.com
Billing Department
757.321.2517
acctpay(@portfoliorecovery.com
Francesco Mancia
VP Government Relations
559.288.7296
fran.manciaPmuniservices.com
Brenda Nara an
Dir. Government Relations
916.261.5147
brenda.nara an muniservices.com
Patricia A. Dunn
Contracts Manager
559.271.6852
patricia.dunn@muniservices.com
Seal Beach, CA — UUT w/election rev 01-30-14 15
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 Seat 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_fL-&rtLy Y + JiL
and hereafter referred to as the "MuniServices Agreement", 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.
S. ATTORNEY 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 attomey/client relationship between LAW FIRM and MuniServices.
6. ATTORNEY'S FEES. Subject to Article S.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%) of the total UUT revenues received by the City (excluding UUT
revenues derived from CAN and municipal water) based on the prior fiscal year, or ii) fifteen thousand
dollars ($15,000) ("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.
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 CIN -
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. TERMINATION. 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 agreement at any time within twelve (12) months following the effective date of this agreement,
and LAW FIRM has prepared and delivered 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 CITY's 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. AN
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,
a Municipal Corporation
Donald H. Maynor,
a Professional law Corporation
Date: 02 01Y