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HomeMy WebLinkAboutA6205 - MUNISERVICES, LLCCONTRACT ABSTRACT Contract Company Name: MumServices, LLC Company Contact: Laura Burnett, laura.burnett(a)avenuinsights.com, 805-990-2348 Summary of Services: Consulting services for business license discovery and assessment services. Contract Price: No cap. Funding Source: Finance —Consulting Services 1001035 - 40105 Contract Term: Amendment No. 5 has a one-year term expiring June 30, 2023. (7/1/2022 through 6/30/2023) Contract Administration Lead Department: Department of Finance and Treasury Contract Administrator: Nancy Pauley Contract Approvals Council/ Community Redevelopment Agency Approval Date: Agenda Item No./ Resolution No. Agreement No Contract Compliance Exhibits: Signatures: Insurance: Bonds Contract prepared by: Submitted on: 7/18/2021 Note: 6/30/2022 (Amendment No. /5) 11 — Consent Calendar ✓ A6205 j By: Evelyn Beltran J AMENDMENT NO. 5 TO CONSULTINGSERVICES AGREEMENT NO. A6205 WITH MUNISERVICES, LLC FOR BUSINESS LICENSE DISCOVERY AND ASSESSMENT SERVICES THIS FIFTH AMENDMENT ("Amendment No. 5") to the Consulting Services Agreement No. A6205 for Business License Discovery and Assessment Services is made and entered into by and between the City`of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the "City"), and MuniServices, LLC, a Delaware limited liability company (hereinafter referred to as the "Consultant") (collectively, the "Parties"). RECITALS A. City. and Consultant entered into a Consulting Services Agreement ("Agreement") for Business License Discovery and Assessment Services to assist the City with identifying entities subject to taxation, which are not properly registered, or otherwise not reporting taxes to the City; or are registered but are not properly reporting the full amount of tax which they are subject to under the City's ordinances, made and entered into on March 13, 2012. B. Amendment No. 1 extended the term of the Agreement for three (3) years plus an additional one (1) year optional extension, for a maximum contract term, ending on June 30, 2017, and removed the not to exceed amount of $25,000 from the Agreement. C. Amendment No. 2 extended the term of the Agreement for three (3) years, ending on June 30, 2020: The amendment also lowered the discovery fees from 40% to 30%, added tax administration performance services for the collection of business license payments. D. Amendment No. 3 extended the term of the Agreement for one (1) year, commencing on July 1, 2020, and ending on June 30, 2021. E. Amendment 4 extended the term of the Agreement for one (1) year, commencing on July 1, 2021, and ending on June 30, 2022. F. City and Consultant desire to amend Agreement No. A6205, to extend the term of the Agreement for one (1) additional year, through June 30, 2023. NOW,THEREFORE, the Parties hereby amend the agreement as follows: AGREEMENT 1. Section 4.4 of the Agreement shall be amended to add the following sentence: "Unless earlier terminated in accordance with Section 4.5 of this Agreement, the term of the Agreement is hereby extended for one (1) year, commencing on July 1, 2022, and ending on June 30, 2023, unless extended by mutual written agreement of the parties. " 55575.1 S 140\34494172.1, 2. Except as herein modified, all other provisions of the Agreement, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. 3. 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. INWITNESS WHEREOF, the Parties have executed and entered into this Amendment as of the date first written below. [SIGNATURE PAGE FOLLOWS] 55575.1814R94494172.1 SIGNATURE PAGE TO AMENDMENT NO. 5 TO CONSULTING SERVICES AGREEMENT NO. A6205 WITH MUNISERVICES, LLC FOR BUSINESS LICENSE DISCOVERY AND ASSESSMENT SERVICES Dated: Z Z APPROVED AS TO FORM By: <�3� Jeffrey S. Ballinger, City Attorney June 14.2022 "CITY" City of Palm Springs By: rdhvr Justin Clifton, CWy Manager ATTEST: Monique "CONSULTANT" City Clerk MuniServices, LLC. By: Name: Title: 55575.18140\34494172.1 AMENDMENT NO.4 TO CONSULTING SERVICES AGREEMENT NO. A6205 WITH MUNISERVICES, LLC FOR BUSINESS LICENSE DISCOVERY AND ASSESSMENT SERVICES THIS FOURTH AMENDMENT ("Amendment No. 4") to the Consulting Services Agreement No. A6205 for Business License Discovery and Assessment Services is made and entered into by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the "City"), and MuniServices, LLC, a Delaware limited liability company (hereinafter referred to as the "Consultant') (collectively, the "Parties"). RECITALS A. City and Consultant entered into a Consulting Services Agreement ("Agreement") for Business License Discovery and Assessment Services to assist the City with identifying entities subject to taxation, which are not properly registered, or otherwise not reporting taxes to the City; or are registered but are not properly reporting the full amount of tax which they are subject to under the City's ordinances, made and entered into on March 13, 2012. B. Amendment No. 1 extended the tern of the Agreement for three (3) years plus an additional one (1) year optional extension, for a maximum contract term, ending on June 30, 2017, and removed the not to exceed amount of $25,000 from the original Agreement. C. Amendment No. 2 extended the term of the Agreement for three (3) years, ending on June 30, 2020. The amendment also lowered the discovery fees from 40% to 30%' , added tax administration performance services for the collection of business license payments. D. Amendment No. 3 extended the term of the Agreement for one (1) year, commencing on July 1, 2020, and ending on June 30, 2021. E. City and Consultant desire to amend Agreement No. A6205, to extend the term of the contract for one additional year, through June 30, 2022, pursuant to this Amendment No. 4. NOW, THEREFORE, the Parties hereby amend the agreement as follows: AGREEMENT 1. SECTION 4.4 of the Agreement shall be amended to read as follows: "Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect from the date executed by the City and ending on June 30, 2022, unless extended by mutual written agreement of the parties. " 2. Except as herein modified, all other provisions of the Agreement, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. 55575.18140\34494172.1 3. 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 executed and entered into this Amendment (Amendment No. 4) as of the date first written below. [SIGNATURE PAGE FOLLOWS] 55575.18140\34494172.1 SIGNATURE PAGE TO AMENDMENT NO.4 TO CONSULTING SERVICES AGREEMENT NO. A6205 WITH MUNISERVICES, LLC FOR BUSINESS LICENSE DISCOVERY AND ASSESSMENT SERVICES Dated: t l (' ` )�x\ APPROVED AS TO FORM By: C-)" / Jeffrey allinger, City Attorney "CITY" City of Palm Springs By: vvio, Justin Chi n, City Mana APPRD BY ON MANAGER ATTEST: A (�2 O5, Dated: "CONSULTANT" Mum'Serviqgk LLC. By: Name: Carl Kumpf Title: CFO 55575.1814M34494172.1 r AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT AGREEMENT No. 6205 FOR BUSINESS LICENSE DISCOVERY AND ASSESSMENT SERVICES THIS AMENDMENT NO. 3 TO THE CONSULTING SERVICES AGREEMENT (A6205), ("Andment No. 3") is made and entered into, to be effective this. Zg day of c�eU A-e" 2020, by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter referred to as"City") and MuniServices, LLC, (hereinafter referred to as "Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and are hereinafter collectively referred to as the "Parties." RECITALS A. City has determined that it requires the services of a professional auditing firm to provide business license discovery and assessment services to assist the City with identifying entities subject to taxation, which are not properly registered, or otherwise not reporting taxes to the City; or are registered but not property reporting the full amount of tax which they are subject to under the City's ordinances. The services shall be performed in a manner consistent with Consultant's Local Tax Compliances (Discovery and Assessment) Services Compliance as described in Consultants Proposal ("Project"). B. Consultant submitted a proposal to provide business license discovery and assessment services to the City in accordance with Contract Services Agreement No. 6205 (A6205). C. Based on the Consultant's experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to the City the Project. D. City desires to retain the services of Consultant for the Project. On March 13, 2012, the City Manager approved a Consulting Services Agreement (A6205) with Consultant to provide Business License Discover and Assessment Services; with an initial term through June 30, 2013, and initial maximum compensation not to exceed $25,000. E. On February 19, 2014, the City Council approved Amendment No. 1 to Consulting Services Agreement (A6205) with Consultant to extend the term of Agreement No. 6205, an additional three (3) years, and one (1) year optional extension at the mutual consent of the parties, for a maximum contract term ending June 30, 2017. F. On March 21, 2018, the City Council approved Amendment No. 2 to Consulting Services Agreement (A6205) with Consultant to lower the discovery fees from 40% to 30%, and accommodate additional administration performances services, and extend the term of the agreement an additional three (3) years for a maximum contract term ending June 30, 2020. G. City and Consultant wish to amend Consulting Services Agreement (A6205) to extend the term of the Agreement an additional year, for a maximum contract term ending June 30, 2021, pursuant to this Amendment No. 3. 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 SECTION 1. The foregoing Recitals are true, correct, and incorporated by this reference herein as material terms relied upon by the Parties in agreeing to and executing this Amendment No. 6. SECTION 2. Section 4.4 Term is hereby amended as follows: Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue'in full force through June 30, 2021. Section 3. Full Force and Effect. All terms, conditions, and provisions of the Professional Services Agreement (A6205), unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment No. 3 and any provisions of the Consulting Services Agreement (A6205), the provisions of this Amendment No. 3 shall in all respects govern and control. Section 4. Corporate Authority. The persons executing this Amendment No. 3 on behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 3 on behalf of said party, (iii) by so executing this Amendment No. 3, such party is formally bound to the provisions of this Amendment No. 3, and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which said Party is bound does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. (SIGNATURES ON FOLLOWING PAGE) IN WITNESS WHEREOF,the Parties have executed and entered into this Amendment as --- of the date-first wcivren above. - - -- - - - - - «CITY" - CITY OF PALM SPRINGS, ATTEST: a Califomia charter city and municipal corporation BY: By: 2 0 Anthony J. Mejia, City Clerk,MMC e �.IahcJ �3.�1e:� ,`D�ree�oc ,o��trah�e, l Date 2 APPROVED AS TO FORM: APPROVED BY CITY N NJAGER Jeffrey BM/linger, City Attorney "CONSULTANT" MUNISERVICES,LLC, a Delaware li y ited li jilitycompany By: Mike Melka, Chief Finance Officer CONSULTANT: Check one_Individual Partnership Corporation X LLC AMENDMENT NO. 2 TO CONSULTING SERVICES AGREEMENT FOR BUSINESS LICENSE DISCOVERY AND ASSESSMENT SERVICES (Agreement No. A6205) THIS SECOND AMENDMENT to the Consulting Services Agreement No. A6205 for Business License Discovery and Assessment Services is made and entered into to be effective on the date that the City Manager executes this Amendment by and between the City of Palm Springs, a California charter city and municipal corporation(hereinafter referred to as the City),and MuniServices,LLC,a Delaware limited liability company, its subsidiaries and affiliates (hereinafter referred to as the Consultant) (collectively, the "Parties"). RECITALS A. City and Consultant entered into a Consulting Services Agreement ("Agreement") for Business License Discovery and Assessment Services to assist the City with identifying entities subject to taxation,which are not properly registered,or otherwise not reporting taxes to the City; or are registered but are not properly reporting the full amount of tax which they are subject to under the City's ordinances, made and entered into on March 13, 2012. B. City Council approved Amendment No. 1 to the agreement to extend the term of the agreement for 3 additional years plus a 1 year optional extension for a maximum contract term ending June 30, 2017. C. City and Consultant desire to lower the discovery fees from 40% to 30%, add Tax Administration performance services for the collection of Business License payments, and extend the term of the agreement for 3 additional years for a contract term ending June 30, 2020. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Section 4.4, "Term", of the Agreement is hereby amended to read as follows: "Unless earlier terminated in accordance with Section 4.5 of this Agreement,this Agreement shall continue in full force and effect from the date executed by the City and ending on June 30, 2020. 2. Section 3.1,"Compensation of Consultant",of the Agreement is hereby amended to read as follows: "Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the Schedule of Fees set forth in Exhibit"A" and Exhibit A, Article 4-Compensation is hereby amended to read as follows: "MuniServices' 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, and in which MuniServices has identified deficiencies." Further, the Not-to-Exceed language is eliminated. 3. Section 10.2,"Covenant Against Discrimination"of the Agreement is hereby amended to read as follows: "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." IN WITNESS WHEREOF,the Parties have executed and entered into this Amendment as of the date first written above. "CITY" CITY OF PALM SPRINGS, ATTEST: a California charter city and municipal corporation Anthony J. " , ity Jerk, MMC David H. Ready, City Manager Date APPROVED TO FORM: APPROVED BY CITY COUNCIL � wt I.N. 3LI�tg Akx5 By: Edward Z. Kotkin, City Attorney "CONSULTANT" MUNISERVICES, LLC, a Delaware limited liability company By: 1lw_ oug en, SVP Client Services CONSULTANT: Check one:_Individual_Partnership_Corporation X LLC EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance EXHIBIT A LOCAL TAX COMPLIANCE SERVICES (DISCOVERY AND ASSESSMENT) ARTICLE I -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 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. ARTICLE 2 - 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; 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 151'and by the last business day of each month. (CONSULTANT shall follow the CITY's business rules in collecting partial payments or the tax 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 assessments 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 Assessment Services. Deficiency Assessment 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 Assessment 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 Assessment 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 assessment 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 assessment 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 assessment summaries(also referred to as"Deficiency Notice")to the CITY to permit the CITY to determine the amount of a deficiency owed, if any. ARTICLE 3 -DELIVERABLES CONSULTANT shall provide the CITY with assessment progress reports to include the following: 1. 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 because of CONSULTANT's assessment service, specified according to source,timing, and one-time versus ongoing; and 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. ARTICLE 4 - COMPENSATION 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. ASSESSMENT SERVICES CONSULTANT's compensation for the Assessment 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 1511 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. 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. ARTICLE 5 - 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. AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT FOR BUSINESS LICENSE DISCOVERY AND ASSESSMENT SERVICES (Agreement No. A6205) THIS FIRST AMENDMENT to the Consulting Services Agreement No. A6205 for Business License Discovery and Assessment Services is made and entered into to be effective on the date that the City Manager executes this Amendment by and between the City of Palm Springs, a California charter city and municipal corporation(hereinafter referred to as the City),and MuniServices,LLC,a Delaware limited liability company, its subsidiaries and affiliates (hereinafter referred to as the Consultant) (collectively, the"Parties"). RECITALS A. City and Consultant entered into a Consulting Services Agreement ("Agreement") for Business License Discovery and Assessment Services to assist the City with identifying entities subject to taxation,which are not properly registered,or otherwise not reporting taxes to the City, or are registered but are not properly reporting the full amount of tax which they are subject to under the City's ordinances, made and entered into on March 13, 2012 in an amount not to exceed $25,000. B. City and Consultant desire to extend the term of the agreement for 3 additional years plus a 1 year optional extension at the mutual consent of the parties for a maximum contract term ending June 30, 2017. C. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the Schedule of Fees as set forth in Exhibit"A". NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Section 4.4, "Term", of the Agreement is hereby amended to read as follows: "Unless earlier terminated in accordance with Section 4.5 of this Agreement,this Agreement shall continue in full force and effect from the date executed by the City and ending on June 30, 2016. Thereafter the Parties will have the option to extend the Agreement for one (1) additional year to June 30, 2017. 2. Section 3.1,"Compensation of Consultant",of the Agreement is hereby amended to read as follows: "Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the Schedule of Fees set forth in Exhibit"A". IN WITNESS WHEREOF,the Parties have executed and entered into this Amendment as of the date first written above. "CITY" CITY OF PALM SPRINGS, ATTEST: a California charter city and municipal corporation By'- es Thompson, City Clerk David H. Ready, City M age - Date 1't y&1 APPROVED S TO FORM: APPROVED Ft CITY CDUNCIL By: �� ?rm AUaoS Douglas H. olland, City Attorney "CONSULTANT" MUNISERVICES, LLC, a Delawa limited liability company By: oug en, SVP Client Services CONSULTANT: Check one: Individual Partnership_Corporation X LLC CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of 1Z+vcr5 A41w ->o►y Nofi 1 On G�91'd I before me, �r +fit lt Data Here Insert Name antl Ti11e of fre flicer personally appeared UtI GLq ✓! Name(s)of Signer(s) who proved to me on the basis of s tisfactory evidence to be the person(it) whose name)&4le subscribed to the within instrument and acknowledged to me that (q/slIiie/tl>y executed the same i I /?*T authorized CVWIV l A.BERARDI capacity(i$6), and that by&ror/ it signatureoj on the commission s 2055635 z instrument the person(j), or the entity upon behalf of Ilol puw-calil � which the person(o acted, executed the instrument. = Rivor111i0s counh Comm.E raFsp18,2016r I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and offic' I seal. Signature 2�' Place Notary Seal Abwe —�gnature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document 1 Title or Type of Document: O � ✓sf W PIP` Document Date: Number of Pages: Signer(s) Other Than Named Above: �— Capacity(ies) Claimed by Signer(s) Signer's Name. Signer's Name: Ll Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑Corporate Officer—Title(s): ❑ Partner—❑ Limited C General _ ❑ Partner—❑ Limited ❑ General ❑ Attorney in Fact • _Attorney in Fact El Trustee Top of thumb here ElTru�,tee._ Top of thumb here ❑ Guardian or Conservator Ll Guardian or tbngervator ❑ Other: ❑Other: Signer Is Representing: Signer Is Representing: \ C2007 Nalmnal Notary Association•9350 De Solo Av.,PO.Boa 24M-Chalsworth,CA 9131&2402-w NalionalNotary.org Item 45907 Reorder:Call Toll-Frae1-B00-6]6-662] EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICESMORK Including, Schedule of Fees And Schedule of Performance 720599.1 11 soured:OMMG ATTACHMENT 1 Local Tax Compliance Services (Discovery and Assessment) Article 1-Objectives and Methods MuniServices'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 MuniServices 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 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. Article 2-Scope of Work 1.1.Initial Meeting. MuniServices 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"). MuniServices and City shall schedule the meeting within 10 days after MuniServices receives the fully-signed copy of this addendum from the City. 1.2.Workplan. Based on the Initial Meeting, MuniServices 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" rk 1 n"). 1.3.Commencement of services. After the Workplan is developed,MuniServices shall begin providing the services described in paragraphs 1.4 thru 1.S below. MuniServices' 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,MuniServices 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 MuniServices' database of business records with the City's records to identify potential non-reporting and non-registered entities subject to taxation; c. For each 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 MuniServices; e. Ensure that all submitted registration forms are completed correctly and in their entirety; 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 weekly batches. (MuniServices shall follow the City's business rules in collecting partial payments or the tax 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 MuniServices' LTC assessments are predicated on a non-controversial, Palm Springs,CA-LTC D&A 021314 1 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 1. Monitor and analyze the business license registration files of the City each quarter in order to determine non- reporting businesses. 1.5.Deficiency Assessment Services. Deficiency Assessment 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 Assessment Services also identifies entities that are potentially underreporting, or not reporting all applicable taxes. MuniServices reviews entities records to ensure compliance with the City's taxes. In performing the Deficiency Assessment Services, MuniServices 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 MuniServices' 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 assessment candidates and mutually agree which entities will be subject to review. Only entities mutually agreed by MuniServices and the City to be reviewed shall be subject to MuniServices'assessment services. d. For potential under-reporting entities identified,MuniServices 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 assessment summaries (also referred to as"Deficiency Notice')to the City to permit the City to determine the amount of a deficiency owed,if any. Article 3-Deliverables MuniServices shall provide the City with assessment progress reports to include the following: 1. 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 MuniServices'service on a quarterly and cumulative basis; 3. Projected revenue forthcoming to the City as a result of MuniServices' assessment service, specified according to source,timing,and one-time versus ongoing;and 4. Alphabetical listing of all errors/omissions detected for the City by MuniServices, including the account number, the City, period to which payment is related and payment a e. ., correction status, payment amount received by ty, p p y p ym type ( g PY reallocation,deficiency assessment)for each one. Timing and Reporting MuniServices shall commence project planning within 10 working days following authorization. Article 4-Compensation What the City shall pay MuniServices Discovery Services MuniServices' compensation for providing Discovery Services shall be a contingency fee of 40% of the additional revenue received by the City from the services. The 40%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 MuniServices has identified deficiencies. Palm Springs,CA-LTC D&A 021314 2 Assessment Services MuniServices' compensation for the Assessment Service shall be a contingency fee of 40%. The 40% 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 MuniServices. Additional Consulting City may request that MuniServices provide additional consulting services at any time during the term of the Agreement to which this Addendum is attached. If MuniServices and 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 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 MuniServices. Article 5 -City Obligations The City agrees to: a. Provide an electronic copy of the City�s License Registration File and License Payment History file to MuniServices, together with any other information necessary for MuniServices to compute MuniServices' billing for services, in electronic format,to MuniServices on no less than a quarterly basis during the term of the Agreement and thereafter for so long as MuniServices'right to invoice for services rendered continues; b. Use reasonable and diligent efforts to collect, or to assist MuniServices in the collection of, deficiencies identified by MuniServices pursuant to this Agreement;and c. Notify MuniServices within 10 days following receipt by the City of payments, if there is any, resulting from deficiencies identified by MuniServices. Because MuniServices' LTC Service may result in collection of deficiencies after termination of the Agreement, the City's obligation to collect fees and notify MuniServices,and MuniServices'right to continue to receive contingency fees,shall survive termination of this Addendum or the 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 MuniServices of its election not to pursue ("waive") collection of said deficiencies. MuniServices shall be entitled to one-half(lA) of the fee MuniServices would have been entitled to for the waived portion of the deficiency. Palm Springs,CA-LTC D&A 021314 3 CONSULTING SERVICES AGREEMENT Business License Discovery and Assessment Services by MuniServices LLC, THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on MfwYtkV 11) , 2011 by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and MuniServices LLC, a Delaware limited liability company, its subsidiaries and affiliates ("Consultant"). City and Consultant are individually referred to as "Party"and are collectively referred to as the"Parties". RECITALS A. City has determined that it requires the services of a professional auditing firm to provide Business License discovery and assessment services to assist the City with identifying entities subject to taxation, which are not properly registered, or otherwise not reporting taxes to the City, or are registered but are not properly repotting the full amount of tax which they are subject to under the City's ordinances. The services shall be performed in a manner consistent with MuniServices's Local Tax Compliance (Discovery and Assessment) Services Compliance as described in MuniServices's Proposal ("Project"). B. Consultant has submitted to City a proposal to provide Business License Discovery and Assessment Services to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. In consideration of these promises and mutual agreements,the Parties agree as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with aii terms and conditions of this Agreement, Consultant shall provide Business License Discovery and Assessment Services in a manner consistent with the provisions of the Local Tax Compliance Services as described in the MuniServices Proposal to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. 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. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders,rules, and regulations. 720599.1 1 Revised:6116110 ORIGINAL BID AMIOR AGREEMENT 13 Licenses and Permits. Consultant 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. IA Familiarity with Work. By executing this Agreement, Consultant 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 Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant 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 $25,000.00 (twenty five thousand dollars). 3.2 Method of Payment. In any month in which Consultant wishes to receive Payment Consultant 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 rates set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work 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 famished in accordance with generally accepted practice in Consultant'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. 720599.1 2 Revised:6/16110 If such appropriations are not made,this Agreement shall automatically terminate without penalty to City,but Consultant 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 thereafter. 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 Maieure. The time for performance of services to be.rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Consultant 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. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect from the date executed by the City and ending on June 30,2013,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 Consultant. Where termination is due to the fault of Consultant 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, Consultant shall immediately cease all services except such as may be specifically approved by the Contract Officer. Consultant 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. Consultant may terminate this Agreement, with or without cause,upon thirty(30) days written notice to City. 5: COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work: Bryan Whitford,National Manager. 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 Consultant and devoting sufficient time to personally 720599.1 3 Revised:s/asno Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant 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,,). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant 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 Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant 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. SA Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees,perform the services required, except as otherwise specified. Consultant 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 Consultant's work product, result, and advice. Consultant 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. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant shall not alter the assignment of the following personnel 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 Consultant by providing written notice to Consultant. Name: Title: Doug Jensen Sr.Vice President, Client Services Steve Stark Client Services Manager Joshua Davis Business License Assessment Manager Patricia Dunn Contracts,Manager 720599.1 4 _ Revised:BM6/10 b. INSURANCE Consultant 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, Consultant shall defend (at Consultant'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 third party liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively third party "Claims'), including but not limited to third party Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes third party Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant'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. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 8. RECORDS AND REPORTS 8.1 Reports. Consultant 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. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant 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 Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City 720599.1 5 Revised:ell SM0 upon request of the Contract Officer or upon the termination of this Agreement. Consultant 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. Consultant may retain copies of such documents for Consultant's own use. Consultant 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 Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents,papers, employee time sheets,accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three(3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 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, of 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 Consultant covenants and agrees to sulimit to the personal jurisdiction of such court in the event of such action. 9.2 Internretation. 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 Consultant. 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. 720599.1 _ 6 Revised:6110/10 _ 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. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Emnlovees. No officer or employee of City shall be personally liable to the Consultant, 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 Consultant or its successor, or for breach of any obligation of the terms.of this Agreement. 10.2 Conflict of Interest. No officer or employee of the City shall have any direct or indirect financial interest in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects their financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. Consultant warrants that Consultant 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. 10.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry. II. 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. 720599.1 7 _ Revised:6116MO To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: MuniServices,LLC Attention: Patricia Dunn, Legal Dept. 7335 North Palm Bluffs Ave. Fresno,CA 93711 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment No amendments or other modifications of this Agreement shall be binding unless through written agreement 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 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 unenforceabdity 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. 720599.1 8 Revised:6116110 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date:__w6 y `�} 241a B . David H. Ready City Manager APPROVED BY CITY MANAGER APPROVED AS TO FORM: ATTEST By B \� Douglas C. olland, iawes Thom so City Attorney City Clerk p -SIto i Z "CONSULTANT" MuniServices, LLC Date: 'Z-1 /L By : Mhrc Herman, President Date: 4'DoueVP Client Services - _ - Not To Exce ea, Without The xpre Written Manager. Of The City 7205991 - 9 Revised:6116/10 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§7789 a State of California 1 County of repro Ji On`t6.wsri Z8�10/� before me, �t w nct:u L�• u , . 1�a�itrtt�c.6�o Date Here Insert Name and Title of Pie Officer personally appeared T arr.�4er?K&A Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged yw+� to me that he/she/they executed the same in PATriICIA ANITA DUNN his/her/their authorized capacity(ies), and that by NOTARY PUSLIC-CALIFORNIA his/her/their signature(s) on the instrument the COMMISSION•t908024 � s FRSSNO COU:Y person(s), or the entity upon on behalf of which the My Gomm,&V. ume+r�a�+b person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ❑Corporate Officer — Title(s): ❑ Individual 1610 ❑ Individual ❑ Partner—❑Limited ❑General Top of thumb here ❑ Partner — ❑Limited ❑General Top of thumb Here ❑ Attorney in Fact ❑Attorney in Fact ❑ Trustee ❑Trustee • Guardian or Conservator ❑Guardian or Conservator ❑ Other: ❑Other: Signer Is Representing: Signer Is Representing: ©2010 National Notary Association•NationalNotary.org•1-800-US NOTARY h-800-876-6827) Item A5907 CALWORNIA ALL-PURPOSE ACKNOWLEDGMEMT State of Cataomia County or on L-dt� before no, Cy h ^'S A,�TI,lyi 7'Qdu� pemnally appeared who proved to me an the basis of edsdactDry evidence to be the person(e)whose rrarrte(e)A%m subombed to the within InstumeM and admowiedged to me VW (rDishallhey wa aided the Berne h1jiWoAhm authorhmd HRISTINA PIMENTALZ A y(l*,arM that h*atgriafure(srorn the zSOLANO COMM.#1837393 Instrument to paramM, or the entity upon beheif of NOTARY PUBUC-CAUFORNIA which the pemmn(s}eomsd,enemited the k�rtanmit GY Comm.Expires Feb.20,2013 I Certify Calder PENALTY PERJURY under'the laws of the State of Cantor a foregobhg path Is true �rrect TNESS oHldal seat. Signature 0PTIONAL norrph do ky&vmm fim Pm pre,enrbavWhntm m W rd NOW W OK err of f m to Desae"an of Attached Document 71tle or7ypeof Documm* Document Date: NUMbor of Pages: Slgrw*s Other Than Narned Abmw CapeaNtypos)Claimed by Slgner(s) SlgnBr's Name: Signer's Name: _... ❑ Individual ❑Individual 11 Corporal 0MWr—Tide(,* ❑Corporataollicer—Thle(o): Q Partner—OUmbed OGeneval t3Partner—DUMW OGeneral D Allorney in Fed ❑Anorney in Fhet wadan enu Aws p 7tavee ftdmm,nhm ❑7rastee L7 Guardian or Conservator. ❑Guardian or Conservator fJ Caher ❑offm Signer is Represe>ift Signer Is Repreaerilirrg cam', rrnu.YAm:aa eaeowsaoesramaroe•a...mac►e,s,s®eoz..�n�runs�e u.>ean neadecoe,utresuronseem 720599.1 10 - Revised:slis/10 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 720599.1. 11 Revised:6116110 ATTACHMENT 1 Local Tax Compliance Services (Discovery and Assessment) Article 1-Objectives and Methods MuniServices'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 MuniServices 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 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. Article 2-Scope of Work 1.1.Initial Meeting. MuniServices 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 Me tin '). MuniServices and City shall schedule the meeting within 10 days after MuniServices receives the fully-signed copy of this addendum from the City. 1.2.Workplan. Based on the Initial Meeting, MuniServices 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,MuniServices shall begin providing the services described in paragraphs 1.4 thru 1.5 below. MuniServices' 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,MuniServices 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 MuniServices' database of business records with the City s records to identify potential non-reporting and non-registered entities subject to taxation; c. For each unregistered or non-reporting entities identified and confirmed, assist the entities, as necessary, to complete the City s applicable registration forms) 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 MuniServices; e. Ensure that all submitted registration forms are completed correctly and in their entirety, E 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 weekly batches. (MuniServices shall follow the City's business rules in collecting partial payments or the tax 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, MuniServices' LTC assessments are predicated on a non-controversial, Palm Springs,CA-LX D&A 012012 1 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 L Monitor and analyze the business license registration files of the City each quarter in order to determine non- reporting businesses. I.S.Deficiency Assessment Services.Deficiency Assessment 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 Assessment Services also identifies entities that are potentially underreporting,or not reporting all applicable taxes. MuniServices reviews entities records to ensure compliance with the City's taxes. In performing the Deficiency Assessment Services,MuniServices 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 prioryear's tax remittance; b. Compare MuniServices' records with the Citys records to identify potential under-reporting entities subject to taxation; c. Meet with designated City staff to review and discuss potential assessment candidates and mutually agree which entities will be subject to review. Only entities mutually agreed by MuniServices and the City to be reviewed shall be subject to MuniServices'assessment services. d. For potential under-reporting entities identified,MuniServices 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 assessment summaries(also referred to as"Deficiency Notice")to the City to permit the City to determine the amount of a deficiency owed,if any. Article 3-Deliverables MuniServices shall provide the City with assessment progress reports to include the following: 1. 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 MuniServices'service on a quarterly,and cumulative basis; 3. Projected revenue forthcoming to the City as a result of MuniServices' assessment service, specified according to source,timing,and one-time versus ongoing;and 4. Alphabetical listing of all errors/omissions detected for the City by MuniServices, 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 MuniServices shall commence project planning within 10 worldng days following authorization. Article 4-Compensation What the City shall pay MuniServices Discovery Services MuniServices' compensation for providing Discovery Services shall be a contingency fee of 40% of the additional revenue received by the City from the services. The 40%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 ..MuniServices has identified deficiencies. Not-to-Exceed The Discovery Services are not-to-exceed ("NTH")$25,000 without the prior written approval of the City.if the billing for the Discovery Services come close to the NTE MuniServices will notify the City and the City jot encumber additional funds.The Palm Springs,CA-LTC D&A 012012 � �� Parties will then amend the Agreement to increase the NTE.If the City does not encumber additional funds then MuniServices may stop working until additional funds are encumbered. Assessment Services MuniServices' compensation for the Assessment Service shall be a contingency fee of 40%. The 40% 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 MuniServices, Taxpayers payments and MuniServices'Invoice Process The following section describes how MuniServices handles the taxpayers'payments and invoices the City for its fees. a. Taxpayers' payments received by MuniServices shall be deposited into a general escrow account maintained by MuniServices. The taxpayers'payments deposited into the escrow account shall be remitted to the City on a monthly basis net of MuniServices fees. b. MuniServices 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 MuniServices generated report identifying each taxpayer payment received and the amount of MuniServices fees attributed to the taxpayer payment, a check made payable to the City for the amount of fees collected less MuniServices'fees,and an invoice showing our contingency fee. c. The interest earned on the escrow account shall be used by MuniServices to offset the costs of the program. d. Should there be any disputed payments; MuniServices shall work with City to mutually resolve these issues. If the resolution results in City's favor,MuniServices shall refund the applicable portion of the fee to City within 10 days of resolution. Additional Consulting City may request that MuniServices provide additional consulting services at any time during the term of the Agreement to which this Addendum is attached. If MuniServices and 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 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 MuniServices. Article 5—City Obligations The City agrees to: a. Provide an electronic copy of the City's License Registration File and License Payment History file to MuniServices, together with any other Information necessary for MuniServices to compute MuniServices' billing for services, in electronic format,to MuniServices on no less than a quarterly basis during the term of the Agreement and thereafter for so long as MuniServices'right to invoice for services rendered continues; b. Use reasonable and diligent efforts to collect,or to assist MuniServices in the collection of, deficiencies identified by MuniServices pursuant to this Agreement;and c. Notify MuniServices within 10 days following receipt by the City of payments, if there is any, resulting from deficiencies identified by MuniServices. Because MuniServices' LTC Service may result in collection of deficiencies after termination of the Agreement, the City s obligation to collect fees and notify MuniServices,and MuniServices'right to continue to receive contingency fees,shall survive -termination of this Addendum or the 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 MuniServices of its election not to pursue ("waived collection of said deficiencies. MuniServices shall be entitled to one-half(rh) of the fee MuniServices would have been entitled to for the waived portion of the deficiency. Palm Springs,CA-LTCD&A 012022 3 EXHIBIT "B" 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) 720599.1 12 Revfsetl:611&10 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant 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. Consultant 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 Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scone 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 Iimit 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 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 Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant'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 Consultant'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 720599.1 13 Revised:6116110 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coveraee. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant 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 Consultant'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 Consultant's services under this Agreement. Consultant 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. Consultant shall fiunish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting 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 Consultant'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: I. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract Na" or 'for any and all workperformed with the City"may be included in this statement). 2. "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 workperformed with the City"may be included in this statement). 3. "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. 14 - Revised:6116110 720599.1 - 4. 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. hi 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 Consultant'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) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant 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. M599.1' 15 Revind:6110110