HomeMy WebLinkAbout05963 - MUNISERVICES LLC TOT AUDIT OF THE CATEGORY F LODGING PROVIDERS Kathie Hart
From: Geoffrey Kiehl
Sent: Tuesday,June 21, 2016 6:53 PM
To: Kathie Hart
Cc: Jay Thompson;Ariana Muniz
Subject: RE:A5963- MuniServices, LLC
Attachments: MuniServices Amendment 1 to Agmt for TOTAuditing Services(Executed)(9-17-2013).pdf
Kathie—Yes, that pilot TOT audited contract expanded into a new on-going contact and the latest amendment is
attached. So,yes,Agreement 5963 can be closed out.
Thank you,
Jeff 4V1�, \�
Geoffrey S. Kiehl \
Director of Finance and Treasurer
City of Palm Springs \b
3200 E. Tahquitz Canyon Way a�
Palm Springs, CA 92263-2743
(760) 323-8221 (office)
(760) 902-0461 (mobile)
(760) 322-8320 (fax)
Geoffrey.Kiehl fta Ims grin gsca.gov
From: Kathie Hart
Sent: Tuesday, June 21, 2016 6:30 PM
To: Geoffrey Kiehl; Ariana Muniz
Cc: Jay Thompson
Subject: A5963 - MuniServices, LLC
This agreement is for Transient Occupancy Tax Analysis& Compliance Program, and expired in 2010.
OK to close?
1%�athLe
Kathie Hart, MMC
Chief Deputy City Clerk
r7
CALIFORNIA
trkn�a t:�oeu F'w.`
City of Palm Springs (760)323-8206
3200 E. Tahquitz Canyon Way ` (760) 322-8332
Palm Springs,CA 92262 EK Kathie.Hart@Palm5pringsCA.gov
City Hall is open 8 am to 6 pm, Monday through Thursday, and closed on Fridays.
1
AMENDMENT NO. 1
TO
CONTRACT SERVICES AGREEMENT
FOR TOT AUDITING PILOT PROGRAM BY MUNISERVICES LLC.
(Agreement No.5963)
THIS FIRST AMENDMENT to the Contract Services Agreement No. 5963 for Transient
Occupancy Tax("TOT") analysis and compliance program services is made and entered into to
be effective an the day of , 2010 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
"Contractor") (collectively, the "Parties"),
RECITALS
A. City and Contractor previously entered into a contract services agreement for
Transient Occupancy Tax("TOT")analysis and compliance program services for approximately nine
(9) hotel properties in the City's Category F of lodging providers (151 rooms or more) with the
understanding that it is the intent of the City to audit all lodging providers in the City and that the
audit of the Category F properties is the first phase of this process, which was made and entered
into on April 12, 2010 (the "Agreement") in the amount not to exceed $25,000.00.
B. Section 3.3 of the Agreement provides that the Agreement may be amended at any
time with the mutual written consent of the Parties for any changes in the Scope of Services/Work
requested by the City.
C. Contractor successfully completed the auditing services of the Category F lodging
providers for a total cost of$18,554.43,which is less than the$25,000 originally estimated. As the
original agreement indicated the City's intent to audit all lodging providers in the City and the first
phase (Category F) is now completed, the City and Contractor desire to amend the Scope of
Services/Work to authorize Contractor to perform additional Transient Occupancy Tax ("TOT")
analysis and compliance program services with the remaining $6,445.57 balance of the original
$25,000 agreement. Contractor shall begin auditing of Vacation Rental Agencies(Category G)as
the next phase of the audit in an amount not to exceed the remaining balance of$6,445.57 and the
total compensation for the agreement remains the same at not to exceed $25,000.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the Parties agree as follows:
AGREEMENT
1. Amendment to Section 1.1 Exhibit "A" of the Agreement, entitled "Scope of Services":
Exhibit"A"of the Agreement is hereby amended to include the following additional services,which
shall read as follows:
SCOPE OF WORK: In compliance with all terms and conditions of this Agreement,after completion
of Phase 1 of the audit (Category F, hotels with 151 rooms or more), the Contractor shall begin
auditing the approximately nineteen (1.9) Vacation Rental Agencies (Category G) in a manner
consistent with the provisions of the Compliance Program as described in the original Scope of
Services/Work as defined in Exhibit"A", but shall not exceed the original total compensation amount
as defined in Section 3.1.
1
2. Amendment„to_Section 4_4 "Term": Section 4.4, Term, is hereby amended as follows:
Term. Unless earlier terminated in accordance with Section 9.5 of this Agreement,this Agreement
shall continue in full force and effective upon execution,and ending on December 30,2010, unless
extended by mutual written agreement of the parties.
4. Full Force and Effect, This modifying Amendment is supplemental to the Agreement and is
by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof,
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 and any provisions of the Agreement,
the provisions of this Amendment shall in all respects govern and control.
5. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto
warrant that(1)such party is duly organized and existing, (ii)they are duly authorized to execute and
deliver this Amendment on behalf of said party, (iii) by so executing this Amendment,such party is
formally bound to the provisions of this Amendment,and(iv)the entering into this Amendment does
not violate any provision of any other agreement to which said party is bound.
(SIGNATURES ON NEXT PAGE]
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates
i stated below.
ATTEST: `"CITY"'
CITY OF PALM SPRINGS, CA.
By By
,lames Thompson, City Clerk David H. Ready, Ci ger
Date: Date:
APPROVED AS TO FORM:
s
By
City Attorney
Date:
"CONTRACTOR"
MunlServlces, LLC
Date: September 16 2010 By;
Marc H , Fred nt
Date: September 16, 2010
Ke n Cerutti, VP Finance
3
IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates
stated below.
ATTEST: "CITY"
CITY OF PALM SPRINGS, CA.
+ �.
ames Thompson, City�Cler David H. Ready, Ci ger
Date: Date:
APPROVED AS TO FORM:
By
City Attorney
Date:
"CONTRACTOR"
MuniServices, LLC
Date: By:
Marc Herman, President
Date:
Kevin Cerutti, VP Finance
3
t
CONSULTING SERVICES AGREEMENT
TOT Auditing Pilot Program by MuniServices LLC,
THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement") is made and
entered into this L ay of o , 2010, by and between the City of Palm Springs, a
California charter city and muni ipal corporation ("City"), and MuniServices LLC, a Delaware
limited liability company, its subsidiaries and affiliates ("Consultant").
RECITALS
A. City requires the services of a professional auditing services firm to perform an
audit of the City's Category F category of lodging providers (151 rooms or more). The Audit
will be performed in a manner consistent with MuniServices' Transient Occupancy Tax("TOT")
analysis and Compliance Program ("Compliance Program") as described in MuniServices'
Proposal ("Project"). The Parties understand that it is the intent of the City to audit all lodging
providers in the City and that the audit of the Category F properties is the first phase of this
process.
B. Consultant has submitted to City a proposal to provide a Transient Occupancy
Tax(TOT)Auditing Pilot test program, to City pursuant to the terms of this Agreement.
C. Based on its experience, education, training, and reputation, Consultant is
qualified to provide the necessary services to City for the Project and desires to provide such
services.
D. City desires to retain the services of Consultant for the Project.
NOW, THEREFORE, in consideration of the promises and mutual agreements contained
herein, City agrees to retain and does hereby retain Consultant and Consultant agrees to provide
services to the City as follows:
AGREEMENT
1. CONSULTANT SERVICES
1.1 Scone of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall audit all of the approximately nine (9) hotel properties in the City's
Category F category of lodging providers (151 rooms or more) in a manner consistent with the
provisions of the Compliance Program as described in MuniServices Proposal (and also referred
to as the "Scope of Services/Work") attached to this Agreement as Exhibit"A" and incorporated
herein by reference (the "services" or "work"), which 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 in accordance with all standards
prevalent in the industry. In the event of any inconsistency between the terms contained in the
Scope of Services/Work and the terms set forth in the main body of this Agreement, the terms set
forth in the main body of this Agreement shall govern.
Revised:3123/07
507639.2
MF
1.2 Compliance with Law. All services rendered under this Agreement shall be
provided by Consultant in accordance with all applicable federal, state, and local laws, statutes
and ordinances and all lawful orders, rules, and regulations promulgated thereunder.
1.3 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.
1.4 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. For the services rendered pursuant to this
Agreement, Consultant shall be compensated and reimbursed, in accordance with the schedule of
fees set forth in Exhibit"A," which total amount shall not exceed $25,000.00.
3.2 Method of Payment. In any month in which Consultant wishes to receive
payment, Consultant shall no later than the first working day of such month, submit to City in the
form approved by City's finance director, an invoice for services rendered prior to the date of the
invoice. Payments shall be based on the hourly rates as set forth in Exhibit "A" for authorized
services performed. City shall pay Consultant for all expenses stated thereon, which are
approved by City consistent with this Agreement, within thirty (30) days of receipt of
Consultant's invoice.
3.3 Chances. In the event any change or changes in the Scope of Services/Work is
requested by City, the parties hereto shall execute a written amendment to this Agreement,
setting forth with particularity all terms of such amendment, including, but not limited to, any
additional fees. An amendment may be entered into:
A. To provide for revisions or modifications to documents or other work
product or work when documents or other work product or work is required by the enactment or
revision of law subsequent to the preparation of any documents, other work product, or work;
B. To provide for additional services not included in this Agreement or not
customarily furnished in accordance with generally accepted practice in Consultant's profession.
2 Revised:3/23/07
507639.2
3.4 Appropriations. This Agreement is subject to and contingent upon funds being
appropriated therefore by the City Council of City for each fiscal year covered by the
Agreement. 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 pursuant to this Agreement
shall be performed pursuant to the agreed upon schedule of performance set forth in Exhibit "A."
The extension of any time period must be approved in writing by the Contract Officer.
4.3 Force Majeure. The time for performance of services to be rendered pursuant to
this Agreement may be extended because of any delays due to unforeseeable causes beyond the
control and without the fault or negligence of Consultant, including, but 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 if
Consultant shall within ten (10) days of the commencement of such condition notify the Contract
Officer who shall thereupon ascertain 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, and 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 9.5 of this
Agreement, this Agreement shall continue in full force and effective upon execution, and ending
on June 30, 2010, unless extended by mutual written agreement of the parties.
5. COORDINATION OF WORK
5.1 Representative of Consultant. The following principal of Consultant is hereby
designated as being the principal and representative of Consultant authorized to act in its behalf
with respect to the services and work specified herein and make all decisions in connection
therewith: Stephen Stark, Client Services 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 supervise the services hereunder. 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. It shall be the Consultant's responsibility to keep the Contract Officer, or his/her
designee, fully informed of the progress of the performance of the services and Consultant shall
refer any decisions that must be made by City to the Contract Officer. Unless otherwise
3 Revised:3/23/07
507639.2
specified herein, any approval of City required hereunder shall mean the approval of the Contract
Officer.
5.3 Prohibition Against Subcontractin 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 in whole or in part the services
required hereunder without the express written approval of City. In addition, neither this
Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of
law, without the prior written approval of City.
5.4 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 herein, except as otherwise set forth herein. The Parties agree that the City
has identified the Category F properties as the properties that will be subject to this first phase of
an anticipated audit of all lodging properties in the City. Consultant shall perform all services
required herein 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 set forth herein. 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 Vice President, Client Services
Steve Stark Client Services Manager
Bryan Whitford National Manager
Tim Olson Senior Auditor
Gennaro DiMassa Senior Auditor
Tami Nguyen Auditor
6. INSURANCE
Consultant shall procure and maintain, at its sole cost and expense, policies of insurance
as set forth in Exhibit"B,"which is attached hereto and is incorporated herein by reference.
4 Revised:3123/07
507639.2
7. 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 liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards,
settlements, damages, demands, orders, penalties, and expenses including legal costs and
attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to
or death of persons (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, which Claims arise out of or are related to Consultant's performance under this
Agreement, but excluding such Claims arising from the negligence or willful misconduct of the
City, its elected officials, officers, employees, agents, and volunteers. The Parties agree and
acknowledge that the City and not the Consultant determined that the Category F properties
would be subject to the audit under the terms of this Agreement and that the provisions of this
Section 7 of the Agreement shall not be applicable to any and all Claims that may arise as a
result of this determination of the City.
8. RECORDS AND REPORTS
8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer
such reports concerning the performance of the services required by this Agreement as the
Contract Officer shall require.
8.2 Records. 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 and shall be delivered to City upon request of the Contract Officer
or upon the termination of this Agreement, and 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 hereunder. Consultant may retain copies of such
documents for its own use. Consultant shall have an unrestricted right to use the concepts
embodied therein.
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
5 Revised:3/23/07
507639.2
under this Agreement and shall make §uch 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 thereof 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, or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Consultant covenants and agrees to
submit to the personal jurisdiction of such court in the event of such action.
9.2 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 and shall not be a waiver of any other default concerning the same or any other
provision of this Agreement.
9.3 Ri hts 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 and the exercise by either party of one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different times, of any other rights or
remedies for the same default or any other default by the other party.
9.4 Le al Action. In addition to any other rights or remedies, either party may take
legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain injunctive relief, a
declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
9.5 Termination Prior to Expiration of Term. City reserves the right to terminate
this Agreement at any time, with or without cause, upon thirty (30) days written notice to
Consultant, except that 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 hereunder 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
thereafter. Consultant may terminate this Agreement, with or without cause, upon thirty (30)
days written notice to City.
10. CITY OFFICERS AND EMPLOYEES,• NON-DISCRIMINATION
10.1 Non-Liability of Cily Officers and Employees. 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.
6 Revised:3/23/07
507639.2
10.2 Covenant A ainst 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.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or communication 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. Either
party may change its address by notifying the other party of the change of address in writing.
Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed
as provided in this Section.
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 cannot be amended or modified except by written agreement.
11.3 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing.
11.4 Severability. 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 unenforceability
shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement, which shall be interpreted to carry out the intent of the parties hereunder.
11.5 Authority. The persons executing this Agreement on behalf of the parties hereto
warrant that they are duly authorized to execute this Agreement on behalf of said parties and that
by so executing this Agreement the parties hereto are formally bound to the provisions of this
Agreement.
//
[SIGNATURE PAGE SEPARATELY ATTACHED]
7 Revised:3/23/07
507639.2
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
"CITY"
City of Palm Springs
Date: B •
David H. Ready
City Manager APPROVED BY CITY MANAGER
Go
APP OVED AS TO FORM: ATTEST
By; e' By.
Douglai
f nd s Thompson,
City torn
ty Clerk
"CONSULTANT"
MuniServices, LLC
Date: '470e-/"/0 By : fwn
Marc Herman, gresident
Date:
Kevin Cerutti, VP Finance
8 Revised:3/23/07
507639.2
Fi
California
All-Purpose Acknowledgment
State of California
SS.
County of Fresno _,m,.,_.__.__,,,,,,,,,,,,,,,_.,,,.,,..,
On 201P before me, Patricia A. Dunn
Nance and i ifle of Notary Public
personally appeared Kevin Cerutti
rr;
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 to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf
of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
the foregoing paragraph is true and correct.
PAIR A. DUNN
WITNESS my hand and official seal. Commission #► 1770921Notary Public-California
Fresno County
�MCarrrn.6�lre�sep3fl.2oli '
This area i'of rai'icial notarial seal
Signature of Notary Public
(Optional) My commission expires on:September 30, 2011
(optional) Phone No.:
c)2008 Notary Learning Center -All Rights Reserv€,cd Order Online at www-Notaryl_. arningCenter c.~om
EXHIBIT "A"
CONSULTANT'S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
10 Revised:3/23/07
Proposal for City of Palm Springs, CA
Pilot Transient Occupancy Tax(TOT)Compliance Program
PROPOSAL
Pilot Transient Occupancy Tax(TOT)Analysis& Compliance Program
I. PROJECT BACKGROUND
MuniServices's TOT Analysis and Compliance Program ("Compliance Program") assists the
City of Palm Springs ("City") to realize TOT revenue to which it is entitled and educates
collectors and remitters of TOT to assist in future compliance with the City's ordinances.
As per information provided by the City, below are the City's lodging provider catagories:
• Category A (those properties that have 1-10 rooms)—Approx. 41 properties
• Category B (11-25 rooms)—Approx. 39 properties
• Category C (26-50 rooms)—Approx. 15 properties
• Category D (51-100 rooms)--Approx. 13 properties
• Category E (101-150 rooms)—Approx. 11 properties
• Category F (over 150 rooms)—Approx. 9 properties
• Category G (Rental agencies) -Approx. 19 rental agencies
• Category I (vacation rentals)
As requested by the City, this initial pilot program will include the review of the properties
in Category F, (151 rooms or more) for a total of approximately 9 properties. Thereafter,
the City will identify and select the lodging providers to be reviewed and inform
MuniServices accordingly. MuniServices also understands that Individual Vacation Rentals
properties (Category I above) will be audited by the City, and therefore, as requested, are
excluded from this proposal. The City can decide to change the selection of the properties
to be reviewed. The City agrees to indemnify MuniServices for the selection of the hotel
properties to be reviewed pursuant to the language in Section 7 on page 5 of the
Agreement.
MuniServices, LLC
www.Mun!Servkes.com
Proposal for City of Palm Springs, CA
Pilot Transient Occupancy Tax(TOT)Compliance Program
2. SCOPE OF WORK
After MuniServices receives the lodging provider return information of the limited sample
of properties noted above from the City for the most recent forty-eight (48) months or the
period covered by the applicable statute of limitation, whichever is shorter, MuniServices
will start its Compliance Program. MuniServices will provide to the City bi-monthly updates
as to the status of the performance of the analysis and compliance program through both
verbal and/or written communications.
MUNISERVICES WILL:
1. Analyze lodging provider return information from the most recent forty-eight (48)
months or the period covered by the applicable statute of limitation, whichever is
shorter, in order to identify unusual or suspicious reporting and/or activities that
warrant further review;
2. Conduct unobtrusive collection of information on each property, including number of
rooms, occupancy rate, property's condition, business dynamics;
3. Provide City staff with a detailed list of all records required to be made available by
lodging providers for the reviews, together with a draft engagement announcement
letter to be sent to each lodging provider;
4. Examine records pertaining to TOT for each lodging provider selected for a compliance
review;
5. Verify accuracy of filed TOT returns with daily and monthly activity summaries;
6. Review a random sample of the daily and monthly summaries to determine if the daily
summaries reconcile to the monthly summaries;
7. If MuniServices believes such a review is necessary, review secondary and tertiary
documentation such as bank statements to verify that deposits reconcile with the
reported revenue on the TOT returns or other tax filings;
8. Review exempted revenue for proper supporting documentation;
MuniServices, LLC Z
www.MuniServices.com
Proposal for City of Palm Springs, CA
Pilot Transient Occupancy Tax(TOT) Compliance Program
9. Submit to designated City staff a compliance review report that includes:
• MuniServices's review findings;
• for each error/omission identified and confirmed, accompanying documentation
that MuniServices believes is necessary to facilitate recovery of revenue due from
lodging providers for prior periods;
• draft notices of deficiency determination, commendation and warning letters as
applicable; and recommendations;
10. Coordinate with designated City official(s) as necessary to review the compliance review
report;
11. Provide assistance to City in reviewing any matters submitted in extenuation and
mitigation by lodging providers in contesting a deficiency determination; and
12. Prepare and document any changes to the compliance review findings and provide
revised tax, interest or penalty amounts due the City.
3. DATA
City shall provide copies of returns submitted by all domiciled lodging providers for the
most recent forty-eight (48) months or the period covered by the applicable statute of
limitation, whichever is shorter, to MuniServices prior to the start of the project. If the City
has the full return data digitized, submitting such in electronic format would be preferable.
4. SCHEDULE OF PERFORMANCE
The performance and completion of TOT audits depends heavily upon the documentation
made available by the City and the auditee to MuniServices in a timely manner. This
gathering of documentation can sometimes require several attempts and can greatly affect
the completion of the reviews. Incomplete audits are beyond the control of MuniServices
and depend on the cooperation of lodging providers/vacation rental management
companies, availability of data, and other logistical factors.
MuniServices, LLC
www.MuniServices.com
Proposal for City of Palm Springs, CA
Pilot Transient Occupancy Tax(TOT) Compliance Program
5. SAMPLE REPORTS
Sample Final Analysis Report—Hotels only
A sample of Final Analysis Report is available and can be downloaded from:
http://www.muniservices.com/SampleReports/DaltonGA-AnalysisReport.pdf
Other Reports and Relevant Information
For a complete sample of a "compliance review audit report," and samples of the
commendation letters, the City may also download the report from:
http://www.muniservices.com/SampleReports/ArlingtonTX-Audits2007.zip.
6. COMPENSATION
City shall pay MuniServices a fixed fee of $1,200 per lodging property for Palm Springs
category A and $1,500 per lodging property for Palm Springs Categories B through G. As
requested by the City, the review does not include individual vacation rentals (Palm Springs
Category 1). MuniServices will invoice this fixed fee twenty percent (20%) upon execution
of the contract and the remaining eighty percent (80%) upon delivery of the compliance
report.
The City shall reimburse MuniServices for out of pocket expenses and Travel Cost ('Travel
Costs" includes but is not limited to the costs of car rental, gasoline, and traveling time at a
reduced hourly rate of$50 per hour). MuniServices will invoice these out of pocket expense
and Travel Costs incrementally upon delivery of the compliance review report and the
invoice is payable in accordance with the Agreement. Receipts validating travel expenses
shall be provided and are subject to approval by the City.
In an effort to jump start this program and to partner with the City to reduce costs,
MuniServices will reduce its standard fee by 5% (net unit costs of $1,140 and $1,425
MuniServices, LLC1 '1
www.MuniServices,com
Proposal for City of Palm Springs, CA
Pilot Transient Occupancy Tax(TOT) Compliance Program
respectively for the above categories). However, the 5% reduction of fee doesn't apply to
the out of pocket expenses and Travel Cost as defined above.
Estimated Cost
Total compensation for this Pilot project will not exceed $25,000 ("NTE Amount") including
all consulting and travel related cost. At the completion of this pilot project, and if there is
sufficient money left, the City can request MuniServices to perform compliance program for
additional hotel properties up to the value of the NTE Amount. MuniServices has no
obligation to perform work that would result in MuniServices exceeding the NTE amount
unless the City has approved for additional fees sufficient to cover the work.
Additional Consulting.
City may request that MuniServices provide additional consulting services at any time
during the term of the Agreement. If MuniServices and City agree on the scope of additional
consulting services requested, then MuniServices shall provide the additional consulting
services on a Time and Materials basis. Depending on the personnel assigned to perform
the work, MuniServices' standard hourly rates range from $75 per hour to $300 per hour.
These additional consulting services will be invoiced no less frequently than monthly based
on actual time and expenses incurred.
7. KEY STAFF
Doug Jensen,Vice President, Client Services
Doug Jensen joined MuniServices in 1991 and is an expert in the field of municipal revenue
enhancement management and local government revenue consulting. Doug ensures the
delivery of audit, information, and consulting services, and supervises a staff of eight
professionals with breadth and depth of knowledge and experience in local government
MuniServices, LLC
www.MuniServices.com
Proposal for City of Palm Springs, CA
Pilot Transient Occupancy Tax(TOT) Compliance Program
focused on customer care. Doug's expertise includes tax policy, municipal finance, and
economic development and consulting; he is a frequent invited speaker at conferences
throughout California in the areas of revenue enhancement, revenue information services,
and economic development. He authored the firm's "Sales Tax Economic News" reports;
expanded the company's portfolio, adding more than 40 new clients. Doug chairs
MuniServices' Services Development Committee, with responsibility for new service
development; he is a member of the company's Senior Executive Management team. Doug
earned a Bachelor's of Science degree in Business Administration/Accounting from
California State University, Fresno. He is an associate member of CSMFO, CMTA, CMRTA,
CRA, and CALED.
Steve Stark, Manager, Client Services Manager/Utility Users Tax Manager.
Steve Stark, a professional with more than 30 years of local government experience joined
MuniServices as a Client Services Manager in 2008. Steve is responsible for perform
planning, organizing, directing, and supervising duties relating to the operational and
administrative functions of the UUT/Franchise Department. Steve maintains selected client
retention, expansion, acquisition, and relationships for specified clients and prospective
clients as assigned as part of Client Services' duties. Steve's broad experience includes
serving as the former department head of Finance, Information Technology, Risk
Management, Internal Audit, Budget, Purchasing and Grant Administration for several
California cities including Pasadena, Santa Monica, Santa Clarita and Fontana.
Bryan Whitford, National Manager—Alcohol and Lodging Tax Services
Bryan Whitford joined MuniServices in 1998. He holds B.A. and M.P.A. degrees and served
for two decades as a city and county manager before entering the government revenue
enhancement business in 1991. Since then, he has conducted or directed thousands of
compliance audits on behalf of hundreds of clients nationwide. He is a recognized expert on
local excise taxation, having published articles, assisted in the drafting of ordinances and
MuniServices, LLC
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Proposal for City of Palm Springs, CA
Pilot Transient Occupancy Tax(TOT) Compliance Program
statutes, developed return forms and systems, consulted with governments and affected
industries, spoken at numerous seminars, and testified before Congress and state
legislatures. His testimony in court on excise tax issues is generally qualified as "expert".
Bryan has local government experience in Illinois having served as county administrator in
DeKalb County and chairman of its public building commission, as well as being active in the
Urban Counties Council of Illinois during its formative years.
Tim Olson, Senior Auditor—UUT,TOT,& Franchise Department
Tim Olson is responsible for monitoring, detection and documentation of non-compliance
errors/omissions resulting from MuniServices' Utility Users Tax Compliance Reviews with
the Telecommunications Industry. He interfaces with the telecomm service providers and
individual end users to determine whether there is non-compliance with local utility user's
tax ordinances. In addition to monitoring the Telecommunications Industry, Tim also
conducts Transient Occupancy Tax audits. Tim has over twenty years of finance and audit
related experience and holds a B.A. in Business Administration from California State
University, San Bernardino.
Gennaro DiMassa,Senior Auditor—UUT,TOT, & Franchise Department
Gennaro DiMassa joined MuniServices in 2006. Gennaro, a Certified Public Accountant, is
responsible for MuniServices' CAN Compliance program and is a senior auditor in the UUT,
FF and TOT group. He is responsible for conducting Cable TV Company audits for
compliance with City agreements. He also is involved in the audit and analysis of the
Transient Occupancy Tax paid by Hotels for compliance with City ordinances. He has ten
years of audit experience with a major recovery audit firm and practiced seven years as a
CPA with a major CPA firm in the Los Angeles. He holds a B.A. Degree in Business
Administration from California State University, Long Beach.
MuniServices, LLC 7
www.MuniServices.com 4
Proposal for City of Palm Springs, CA
Pilot Transient Occupancy Tax(TOT)Compliance Program
Tami Nguyen,Auditor—UUT,TOT,& Franchise Department
Tami joined MuniServices in 2007. Tami is responsible for the coordination of all data
collection, administration, and analysis for Transient Occupancy Tax. She conducts on site
audits and helps prepare management reports for our client contacts. Prior to joining
MuniServices, she worked for a major home builder as a Treasury Analyst. Tami holds a B.A.
degree from Rutgers University.
MuniServices, LLC S
www.Muni5ervices.com
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)
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507639,2
Insurance
Consultant shall procure and maintain, at its sole cost and expense, and submit
concurrently with its execution of this Agreement, in a form and content satisfactory to the City,
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 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 extension thereof, and 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.
A. Minimum Scope of Insurance. The minimum amount of insurance required
hereunder shall be as follows:
1. Comprehensive general liability and personal injury with limits of at least
one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two
million dollars($2,000,000) general aggregate;
2. Automobile liability insurance with limits of at least one million dollars
($1,000,000.00)per occurrence;
3. Professional liability (errors and omissions) insurance with limits of at
least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000)
annual aggregate; and,
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.
For any claims related to this Agreement, Consultant's insurance coverage shall be
primary insurance as respects 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 contribution it may have
against City, its elected officials, officers, employees, agents, and volunteers.
B. Errors and Omissions Coverage. 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
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507639.2
the completion of Consultant's services under this Agreement, or (2) to maintain professional
liability insurance coverage with the same carrier, or equivalent coverage with another company,
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.
C. Sufficiency of Insurers. Insurance required herein 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.
D. Verification of Coveraeee. Consultant shall furnish 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:
1. "The City of Palm Springs, its officials, employees, and agents are named as an
additional insured... " ("as respects City of Palm Springs Contract No. or 'for any and all
work performed with the City"may be included in this statement).
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. It
or "for any
and all work performed 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.
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.
In addition to the endorsements listed above, the City of Palm Springs shall be named the
certificate holder on the policies.
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507639.2
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 agentibroker 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.
E. Deduetibles 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 the insurer shall reduce or
eliminate such deductibles or self-insured retentions as respects the City, its elected officials,
officers, employees, agents, and volunteers; or, 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.
F. 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.
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507639.2