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HomeMy WebLinkAbout23P380 - Muniservices LLCCONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: : Bonds: Business License: Sole Source Co-Op CoOp Agmt #:Sole Source Documents: CoOp Name: CoOp Pricing: By:Submitted on: Contract Abstract Form Rev 55575.18140\43435535.2 AMENDMENT NO. 2 TO THE CONTRACT SERVICES AGREEMENT 23P380 BETWEEN THE CITY PALM SPRINGS AND MUNISERVICES, LLC. 1. Parties and Date. This Amendment No. 2 to the Contract Services Agreement 23P380 is made and entered into as of this 2nd day of April, 2025, by and between the City of Palm Springs (“City”) and MuniServices, LLC, a Delaware Limited Liability Company, (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Contractor have entered into an agreement entitled “Contract Services” dated January 15, 2024 (Agreement) for the purpose of retaining the services of Contractor to provide Sales and Use Tax Audit (SUTA) Services for an amount not to exceed $290,055.00 and a term of 5 years. 2.2 Extension. On November 5, 2024, the voters of the City of Palm Springs extended the Measure J 1% tax. 2.3 Amendment No. 1. The City and Contractor amended the Agreement to include some additional needed language to the scope of work in Exhibit “A” Scope of Services. 2.4 Amendment No. 2. The City and Contractor desire to amend the Agreement scope of services to add District Tax Audit Services and District Tax Analytic and Reporting Services. 2.5 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 3.3 of the Agreement. 3. Terms. 3.1 Amendment. Exhibit ‘A’ Scope of service of the Agreement is hereby amended in its entirety to read as follows: Confidentiality Requirements Section 7056 of the State of California Revenue and Taxation code specifically limits the disclosure of confidential taxpayer information contained in the records of the California Department of Tax and Fee Administration. This section specifies the conditions under which a CITY may authorize persons other than CITY officers and employees to examine State Sales, Use and Transactions Tax records. The following conditions specified in Section 7056 (b), (1) of the State of California Revenue and Taxation Code are hereby made part of this agreement. 1. CONSULTANT is authorized by this Agreement to examine sales, use or transactions and use tax records of the Department of Tax and Fee Administration provided to CITY pursuant to contract under the Bradley-Burns Uniform Sales and Use Tax Law. 2. CONSULTANT is required to disclose information contained in, or derived from, those 55575.18140\43435535.2 sales, use or transactions and use tax records only to an officer or employee of the CITY who is authorized by resolution to examine the information. 3. CONSULTANT is prohibited from performing consulting services for a retailer, as defined in California Revenue & Taxation Code Section 6015, during the term of this Agreement. 4. CONSULTANT is prohibited from retaining the information contained in, or derived from those sales or transactions and use tax records, after this Agreement has expired. Information obtained by examination of Department of Tax and Fee Administration records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the CITY as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the CONSULTANT as a person, authorized to examine sales and use tax records and certify that this Agreement meets the requirements set forth above and in Section 7056 (b), (1) of the Revenue and Taxation Code. 1. The City and MuniServices agree that although the scope of work generically refers to “sales and use tax” those references are meant to include “sales, transaction, and use tax” as part of the scope of work, including but not limited to any transaction and use taxes adopted after the effective date of the Agreement. 2. The Parties agree that Agreement is applicable to all Sales, Transaction and Use Tax Ordinances currently enacted in the City and which may become enacted while the Agreement is in effect. 3. Except as herein modified, all other provisions of the Agreement, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. 4. In case of a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall strictly prevail. 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 3.4 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Page 2 of 4 55575.18140\43435535.2 3.5 Counterparts. This Amendment No. 2 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Page 3 of 4 55575.18140\43435535.2 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND MUNISERVICES, LLC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: __ ______________________________ By: _____________________________ Signature Signature (2nd signature required for Corporations) Date: ______________________________ Date: ____________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: ________ Item/Agreement No. 23P380 APPROVED AS TO FORM: ATTEST: By: ______________________________________ By: ___________ City Attorney City Clerk APPROVED: By: ______________________________________ Date: _______________________ City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000   CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Sales and Use Tax Audit Services MuniServices, LLC Rachelle Arizmendi rachelle.arizmendi@avenuinsights.com Provide sales and use tax audit services. $290,055.00 Five years from Notice to Proceed Yes James Barkman james.barkman@avenuinsights.com Paul Colangelo paul.colangelo@avenuinsights.com Fiance Department Kristopher Mooney 23P380 N/A Yes Yes Yes Procurement N/A No RFP 43-23 N/A N/A N/A 12/14/2023 Sheikia Wilson DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 01/25/2024 Revised 4.13.23 Page 1 of 20 CONTRACT SERVICES AGREEMENT 23P380 SALES AND USE TAX AUDIT SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on January 15, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and MuniServices, LLC, a Delaware Limited Liability Company, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a Sales and Use Tax Audit firm for Sales and Use Tax Audit Services, (“Project”). B. Contractor has submitted to City a proposal to provide Sales and Use Tax Audit Services, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 2 of 20 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $290,055.00. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 3 of 20 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of five years, commencing on February 1, 2024, and ending on January 31, 2029, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 4 of 20 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Rachelle Arizmendi – Business Development Executive. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this A greement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 5 of 20 without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Paul Colangelo Chief Executive Officer Mike Portis Vice President of Audit Janis Varney Vice President of Sales and Use Tax / Project Manager Angel Rivera Sr. Sales and Use Tax Analyst/Audit Supervisor Cheryl Sholl Sales and Use Tax Corrections Supervisor Nancy Rogers Sr. Sales and Use Tax Corrections Administrator Sandra Heur Supervisor of Sales and Use Tax Irene Reynolds Director, Client Relations Mark Bryson Senior Economic Business Analyst Fransecso D. Mancia VP Government Relations Reva Feldman Strategic Advisor Rachelle Arizmendi Business Development Executive Mary DeLaRosa Project Manager and Client Services Executive 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 6 of 20 Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuan t to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 7 of 20 a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 8 of 20 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 9 of 20 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: MuniServices, LLC Attention: Rachelle Arizmendi 5860 Trinity Parkway, Suite 120 Centreville, VA 20120 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 10 of 20 any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 12. COMPLIANCE WITH ECONOMIC SANCTIONS IN RESPONSE TO RUSSIA'S ACTIONS IN UKRAINE. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. 13. FEDERAL PROVISIONS Since funding for the Services is provided, in whole or in part, by the Federal Aviation Administration, Supplier shall also fully and adequately comply with the provisions included in Exhibit “D” attached hereto and incorporated herein by reference (“Federal Provisions”). With respect to any conflict between such Federal Provisions and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 11 of 20 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND MUNISERVICES, LLC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 1/18/2024 1/22/2024 1/29/2024 1-J1/25/2024 Revised 4.13.23 Page 12 of 20 EXHIBIT “A” CONTRACTOR’S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 13 of 20 Background: The City’s Sales and Use Tax (SUTA) is comprised of the State of California’s Bradley Burns tax at 7.25% and the City’s three local taxes: • Measure J – 1% • Measure D - .5% • Measure A (restricted for road maintenance) - .5% The California Department of Tax and Fee Administration (CDTFA) manages the collection and remittance of all state and local sales and use tax. The City has long engaged a third party to assist in revenue protection services, or audit services, ensuring businesses properly pay and remit all the sales and use tax. This practice often provides for one-time and recurring revenue that most always exceeds the payment to the third party. In addition to the revenue protection services the City will also be seeking, as a part of the overall services provided, forecasting and analysis of all state and local SUTA. Scope: A. Required Services: 1. Contractor shall provide Revenue Protection Services that include the following : a) Using State nexus data, conducting physical field audits targeting City businesses that do not pay sales and use tax. b) Tax Area Code permit audits that look to identify improperly registered permits of companies with point-of-sale operations. c) Procedures to identify misallocations of tax to the state or City pool primarily when the CDTFA issues a substantial deficiency assessment due to underpayment or under collected taxes. d) Procedures to identify a substantial change in the historical allocation of sales and use tax. e) The City is open to other services than described above to ensure appropriate revenue protection. B. Report Deliverables: 1. Contractor shall provide the City quarterly reporting on recoveries vs. fees. The City would like the recovery revenue to be divided into recurring and one time revenue. DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 14 of 20 2. Provide the City with comprehensive analysis quarterly and be prepared to present to City management upon the City’s request. The report should include the following: a) Legislative update. b) Historical comparison charts of the revenue protection activities. c) Historical analysis of the City’s sales and use tax revenue including but not limited to the following: 1. Analysis by business and industry for all state and local measures. 2. Ranking by business and industry for all state and local measures. a) Revenue forecasts (a minimum of 3 years forward looking) the City can use in the biennial budgeting process for all state and local measures. Please provide the methodology for the forecast. b) Any other relevant statistical information the City could use in reporting to the City Manager or City Council. Schedule: Work will commence on the issuance of a notice to proceed and will continue for five years. Compensation: Work will be compensated upon delivery of services. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City. DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 15 of 20 EXHIBIT “B” DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 16 of 20 INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 17 of 20 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required ____X____ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 18 of 20 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above-described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 19 of 20 D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C ertificates of Insurance must include evidence of the amount of any deductible or self -insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Revised 4.13.23 Page 20 of 20 DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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(ies) 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/29/2023 Avenu Holdings, LLC 7625 Palm Ave., Suite 108 Fresno, CA 93711 27120 29424 33138 37273 A 1,000,000 X 83 UUN AA6800 1/24/2023 1/24/2024 300,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000B X 83 UEN AE7365 1/24/2023 1/24/2024 10,000,000C 83 RHU AA6623 1/24/2023 1/24/2024 10,000,000 10,000 C X 83 WE AE7C2X 1/24/2023 1/24/2024 1,000,000 1,000,000 1,000,000 D Tech E&O / Cyber LCY802019 3/15/2023 Per Claim/Aggregate 3,000,000 E Crime Coverage P-001-000245516-04 3/15/2023 3/15/2024 Limit 2,000,000 The City of Palms Springs, officials, employees, and agents are named as additional insureds, on a primary and non-contributory basis, under the General Liability Policy with respect to the operations and work performed by the named insured, and the Automobile Liability Policy as required by contract. A Waiver of Subrogation applies in favor of the Additional Insureds with respect to Workers Compensation where required by written contract with the Named Insured. Endeavor to provide thirty (30) days prior written notice in the event of cancellation. Ten (10) days prior written notice in the event of non-payment of premium. City of Palm Springs Attn: Finance Director 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262-2743 GOVEREV-01 JGOLDBERG Thompson Flanagan Executive Liability Group 626 W. Jackson Blvd. 5th Floor Chicago, IL 60661 Colleen Sokolowski csokolowski@thompsonflanagan.com Hartford Underwriters Insurance Company Trumbull Insurance Company Hartford Casualty Insurance Company Landmark American Insurance Company Axis Insurance Company X 3/15/2024 X X X X X X X DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. Thompson Flanagan Executive Liability Group GOVEREV-01 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance 1 SEE P 1 Avenu Holdings, LLC 7625 Palm Ave., Suite 108 Fresno, CA 93711 SEE PAGE 1 JGOLDBERG 1 Additional Named Insureds: 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 20. CSLS Holdings, LLC 21. Interware Development Co., Inc. DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 HG 00 01 09 16 Page 11 of 21 SECTION II -WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual,you and your spouse are insureds,but only with respect to the conduct of a business of which you are the sole owner. b.A partnership or joint venture,you are an insured.Your members,your partners,and their spouses are also insureds,but only with respect to the conduct of your business. c.A limited liability company,you are an insured.Your members are also insureds,but only with respect to the conduct of your business.Your managers are insureds,but only with respect to their duties as your managers. d.An organization other than a partnership,joint venture or limited liability company,you are an insured.Your "executive officers"and directors are insureds,but only with respect to their duties as your officers or directors.Your stockholders are also insureds,but only with respect to their liability as stockholders. e.A trust,you are an insured.Your trustees are also insureds,but only with respect to their duties as trustees. 2.Each of the following is also an insured: a.Employees And Volunteer Workers Your "volunteer workers"only while performing duties related to the conduct of your business,or your "employees",other than either your "executive officers"(if yo u are an organization other than a partnership,joint venture or limited liability company)or your managers (if you are a limited liability company),but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However,none of these "employees"or "volunteer workers"are insureds for: (1)"Bodily injury"or "personal and advertising injury": (a)To you,to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company),to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business,or to your other "volunteer workers"while performing duties related to the conduct of your business; (b)To the spouse,child,parent,brother or sister of that co-"employee"or that "volunteer worker"as a consequence of Paragraph (1)(a)above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a)or (1)(b)above;or (d)Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a)Subparagraphs (1)(a),(1)(b)and (1)(c) above do not apply to any "employee" or "volunteer worker"providing first aid services;and (b)Subparagraph (1)(d)above does not apply to any nurse,emergency medical technician or paramedic employed by you to provide such services. (2)"Property damage"to property: (a)Owned,occupied or used by, (b)Rented to,in the care,custody or control of,or over which physical control is being exercised for any purpose by you,any of your "employees","volunteer workers",any partner or member (if you are a partnership or joint venture),or any member (if you are a limited liability company). b.Real Estate Manager Any person (other than your "employee"or "volunteer worker"),or any organization while acting as your real estate manager. c.Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property;and (2)Until your legal representative has been appointed. d.Legal Representative If You Die Your legal representative if you die,but only with respect to duties as such.That representative will have all your rights and duties under this Coverage Part. e.Unnamed Subsidiary Any subsidiary,and subsidiary thereof,of yours which is a legally incorporated entity of which you own a financial interest of more than 50%of the voting stock on the effective date of the Coverage Part. Policy#83 UUN AA6800 DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Page 12 of 21 HG 00 01 09 16 The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3.Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company,and over which you maintain financial interest of more than 50%of the voting stock,will qualify as a Named Insured if there is no other similar insurance available to that organization.However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period,whichever is earlier; b.Coverage A does not apply to "bodily injury" or "property damage"that occurred before you acquired or formed the organization;and c.Coverage B does not apply to "personal and advertising injury"arising out of an offense committed before you acquired or formed the organization. 4.Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge,any person is an insured while operating such watercraft with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the watercraft,and only if no other insurance of any kind is available to that person or or ganization for this liability. However,no person or organization is an insured with respect to: a."Bodily injury"to a co-"employee"of the person operating the watercraft;or b."Property damage"to property owned by, rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5.Additional Insureds When Required By Written Contract,Written Agreement Or Permit The following person(s)or organization(s)are an additional insured when you have agreed,in a written contract,written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy,provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However,no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a.Vendors Any person(s)or organization(s)(referred to below as vendor),but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (1)The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging,except when unpacked solely for the purpose of inspection, demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; (e)Any failure to make such inspections, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; (f)Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor;or Policy#83 UUN AA6800 DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 HG 00 01 09 16 Page 13 of 21 (h)"Bodily injury"or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (i)The exceptions contained in Sub- paragraphs (d)or (f);or (ii)Such inspections,adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization,from whom you have acquired such products, or any ingredient,part or container, entering into,accompanying or containing such products. b.Lessors Of Equipment (1)Any person(s)or organization(s)from whom you lease equipment;but only with respect to their liability for "bodily injury", "property damage"or "personal and advertising injury"caused,in whole or in part,by your maintenance,operation or use of equipment leased to you by such person(s)or organization(s). (2)With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence"which takes place after the equipment lease expires. c.Lessors Of Land Or Premises Any person or organization from whom you lease land or premises,but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1.Any "occurrence"which takes place after you cease to lease that land;or 2.Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. d.Architects,Engineers Or Surveyors Any architect,engineer,or surveyor,but only with respect to liability for "bodily injury", "property damage"or "personal and advertising injury"caused,in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In connection with your premises;or (2)In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of or the failure to render any professional services by or for you,including: 1.The preparing,approving,or failing to prepare or approve,maps,shop drawings, opinions,reports,surveys,field orders, change orders or drawings and specifications;or 2.Supervisory,inspection,architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage",or the offense which caused the "personal and advertising injury",involved the rendering of or the failure to render any professional services by or for you. e.Permits Issued By State Or Political Subdivisions Any state or political subdivision,but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds,this insurance does not apply to: (1)"Bodily injury","property damage"or "personal and advertising injury"arising out of operations performed for the state or municipality;or (2)"Bodily injury"or "property damage" included within the "products-comp leted operations hazard". f.Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e.above,but only with respect to liability for "bodily injury","property damage" or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In the performance of your ongoing operations; Policy#83 UUN AA6800DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 Page 14 of 21 HG 00 01 09 16 (2)In connection with your premises owned by or rented to you;or (3)In connection with "your work"and included within the "products-completed operations hazard",but only if (a)The written contract or agreement requires you to provide such coverage to such additional insured;and (b)This Coverage Part provides coverage for "bodily injury"or "property damage" included within the "products- completed operations hazard". However: (1)The insurance afforded to such additional insured only applies to the extent permitted by law;and (2)If coverage provided to the additional insured is required by a contract or agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds,this insurance does not apply to: "Bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services,including: (1)The preparing,approving,or failing to prepare or approve,maps,shop drawings, opinions,reports,surveys,field orders, change orders or drawings and specifications;or (2)Supervisory,inspection,architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring, employmen t,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage",or the offense which caused the "personal and advertising injury",involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section III -Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV - Commercial General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability compan y that is not shown as a Named Insured in the Declarations. SECTION III -LIMITS OF INSURANCE 1.The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits"brought;or c.Persons or organizations making claims or bringing "suits". 2.General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a.Medical expenses under Coverage C; b.Damages under Coverage A,except damages because of "bodily injur y"or "property damage"included in the "products- completed operations hazard";and c.Damages under Coverage B. 3.Products-Completed Operations Aggregate Limit The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury"and "property damage"included in the "products- completed operations hazard". 4.Personal And Advertising Injury Limit Subject to 2.above,the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5.Each Occurrence Limit Subject to 2.or 3.above,whichever applies,the Each Occurrence Limit is the most we will pay for the sum of: a.Damages under Coverage A;and b.Medical expenses under Coverage C because of all "bodily injury"and "property damage"arising out of any one "occurrence". 6.Damage To Premises Rented To You Limit Subject to 5.above,the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage"to any one premises,while rented to you,or in the case of damage by fire, lightning or explosion,while rented to you or temporarily occupied by you with permission of the owner. Policy#83 UUN AA6800 DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date:01/23/23 Policy Expiration Date:01/24/24 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number:83 WE AE7C2X Endorsement Number: Effective Date:01/24/23 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:Avenu Holdings LLC 5860 TRINITY PKWY STE 120 CENTREVILLE VA 20120 We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$0.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:Muniservices LLC DBA: Owner:Portfolio Recovery Assoc Inc. Mailing Address:251 Little Falls Dr. Attn: CSC Wilmington, DE 19808 License Number:ICA-004645-2023 Expiration Date:03/31/2024 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:3200 E Tahquitz Canyon Way, Palm Springs, CA 92262 Business Description:Services - Revenue Consulting TO BE POSTED IN A CONSPICUOUS PLACE DocuSign Envelope ID: 3AEC2646-EB37-411B-8C36-2C89C185A359