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HomeMy WebLinkAboutA5768 - MUNISERVICES LLC CITY COMPLIANCE AND OTHER UUT SVCS VALM sp City of Palm Springs V to l ;,,. • llci:artnIrIn ul Fin,iniv' ;uul lrra urr qt IF It July 12,2018 MuniServices,LLC—MSC#220 Attn:Doug Jensen,SVP Client Services P,O. Box 10992 Birmingham,AL 3S202-0992 RE:Extension Letter per Agreement No.A5768 for Auditing,Geocoding,and Associated Consulting Services for Utility user Tax/franchise Compliance and Revenue Protection Program Dear Doug, 7anuary 21a, The referenced agreement expirediune 3e,2018,and in accordance with Section 4.4 of said agreement, it is to be automatically renewed for successive three-year periods. This is to inform you that we wish to extend the agreement for three (3)years, until4ene3%2021,with no additional fee increase. Tanuanf 2.io. Additionally,the City Attorney has changed some wording in a section of the document for all our contracts,as follows: "Section 10.2 Covenant Against Discrimination" is hereby replaced in its entirety to read: 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. The original section 10.2 read: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. ORIGINAL BID AND/OR AGREEMENT if this letter correctly reflects the terms agreed by MuniServices, LLC and the City, please counter sign this letter of agreement in the space provided below and return to me, By signing,you represent that you have authority to bind MuniServices, LLC to this agreement, if you have any questions or concerns regarding the extension of this Agreement, please contact me at your earliest convenience. Sincerely, Maria L.Pendleton, CPA Interim Director of Finance&Treasurer City of Palm Springs MuniServices,LLC l� 07/19/18 Doug 3 n,SVP Client Services Date c David H. Ready, City Manager ate APPROVER BY Cal' � ST: w Cier D &jA"ROVED 8Y CRY COU Cll APPROVED RY!'(P!MAVAGER n9 aik i&r. A5'1tot CONSULTING SERVICES AGREEMENT (MUNISERVICES, LLC FOR A UDITING,GEOCODING, AND ASSOCIATED CONSULTING SERVICES FOR UTILITY USER TAX/FRANCHISE COMPLL4NCE AND RETILNUE PROTECTION PROGRAM) THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement") is made and entered into thisZ6day of \Ai/J VA, 200 d by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and MuniServices, LLC, a Delaware limited liability company, with an office at 7335 N. Palm Bluffs Avenue, Fresno, CA 93711, and its affiliates (hereinafter"Consultant"). RECITALS A. City requires the services of a municipal auditing firm for UUT auditing ("Project"). B. Consultant has submitted to City a proposal to provide auditing, geocoding, and associated services 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 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide auditing, geocoding, and associated consulting services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated herein by reference (the "services" or "work"), 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 the prevalent standards 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. 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. Revised:3123107 507639.2 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 parry 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". 3.2 Method of Payment. Consultant shall submit invoices as per Exhibit A. Payments shall be as set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated thereon, which are approved by the Contract Officer 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 the Contract Officer and agreed to by Consultant, the parties hereto shall execute a written amendment to this Agreement, setting forth with particularity all terns 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. 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. Revised,3/23/07 5076392 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement but Consultant need only perform within a reasonable time agreed to by the Contract Officer. 4.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed pursuant to the agreed upon schedule of perfonnance set forth in Exhibit "A." The extension of any time period must be approved in writing by the Contract Officer. 4.3 Force Maieure. 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 tenninated in accordance with Section 9.5 of this Agreement, this Agreement is effective as of the date in the introductory paragraph and remains in full force and effect for a period of three years. Thereafter, this Agreement shall automatically renew for successive three-year periods. 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: Steve Gibson, Manager—UUT/Franchise Fee. 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 tern of this Agrearnent 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 specified Herein, any approval of City required hereunder 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 3 Revised:3/23107 507639,2 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. 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, which approval shall not unreasonably be withheld. Acting through the City Manager, the City shall have the right to order the removal of any personnel assigned by Consultant for any lawful reason by providing written notice to Consultant. Name: Title: Randy Dryden VP of Operation Ridwan Sasmita Director of Operations Steve Gibson Manager UUT/ Franchise Tim Olson Sr. Auditor Gennaro DiMassi Sr. Auditor Michele Chai Sr. Auditor Robin Steward Data Analyst Tami Nguyen Auditor Carolyn Abe-Ishii Administrative Assistant (Others may be assigned as needed to support the individuals listed above in providing the contracted services to the City) 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. 7. INDEMNIFICATION. To the fullest extent pennitted 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 4 Revised:31231Q7 507639.1 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 negligent performance or willful misconduct 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. 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 hereunder. 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 solely for 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 docurents 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_ [Deleted by agreement of the parties.] 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 5 Revised:3/2$/07 5076392 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 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 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 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.5 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 irmnediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the Contract Officer. 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 and to other compensation as stated in section 6 of Exhibit A. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 10. CITY OEEICERS AND EMPLOYE ES; NON-DISCRIMINATION 10.1 Non-LiabiIitT of City 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 terns of this Agreement. 10.2 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. U. MISCELLANEOUS PROVISIONS 6 (Revised 3123107 507639 y 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: Legal Department 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 bave executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date-�/ 2tcl Zbdg By: David H. Ready City Manager APPROVED BY CITY MUNCIL APPROVED AS TO FORM: ATTEST By: (/ 5CityCler1k Doug C. Rolland, ameTompson, City Attorney -1 "CONSULTANT" MuniServices, LLC Date: 'eci acir ZQo9 By �arc Herman President Date: / - 30 _ or Kevin Cerruti Vice President, Finance APPROVED AS TO FORM: Date: 30 pg Eric Myers, General Cot sel 5076392 S Revised.3/23/07 CALIFORNIA ALL-PUMPOSE ACKNOWLEDGMENT state of California County of i rPCM p On y t 11 .� before me, �r � Oa1a IF,InaDrt erne arm Tlse W.ale 04ar personally appeared AAj.7- ItQ jAAL7;1 Nanwpal Di S gmw(sg who proved to me on 8Te basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and ao[cnowfedged to me that hefshelthey executed the same in hisJherftheir authorized capacity(ies), and that by hislherftheir signalure(s) on the instrument the person(s), or the entity upon behalf of TRlCIA A. mnNN which the persons)acted, executed the instrument. an i 177C9n Notary "He-California I certify under PENALTY OF PERJURY under the laws ofary � Fle0no County of the State of California that the foregoing paragraph is 16WOMM900111103Ct2Oti true and correct. N� WITNESS my hand and official seal. Place Note S21 fbsw Signature N •�5ci Notary P.iti:a OPTIONAL Thcugh the in/0rm20cf7 t�ETO'l/iS n0f YtlQIIIrDA ZW IaN;ff m3y prova ya0a7Ne do per-on,l-d36n[j on the dcoulnlenr and could preventGaudUenl removal and reaMachmenr of tors form to anolher document, Description of Attached Document Title or Type of ©oeumenl: COLS- f dccument Date: ...w _ Number of Pages: 9:L Signers) Other Than Named Above: Capacity(!$$) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual rl individual ,C'1 Corporate Officer—Tltle(s): ?m� ❑ Corporate Officer—Tille(s): ❑ Partner,❑ Limited LJ General _ ❑ Partner—Ll Limted El General LJ Attorney in Fact ❑Attorney in Fact ❑ Trustee 6ca of thumd here ❑Trustee Top or Iltuma horn E=1 Guardian or Conservator ❑Guardian or Conservator ❑ Other: __- ❑Other Signer Is P,epreseriting: - Signer Is Representing: ,f G2CDT WallanalNa.ryN`sOgJllon•11SS0 Ca Som�e_,7!(lYm.2Lq$•Chllwwrrl1 C191313.'J1.0^�•µrylyh411ondLYe'ary[rq lL"#:&DT R rJc�.O�ATgI•Fnxt;ipry�7�p1{�/ 507639.2 9 Revised 3l2=7 y$I�„(�'1��11�4YY�9Tril5:l� EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 10 Revised:3123/07 5076392 EXHIBIT A AUDITING, GEOCODING, AND ASSOCIATED CONSULTING SERVICES FOR UTILITY USERS TAX/FRANCHISE COMPLIANCE AND REVENUE PROTECTION PROGRAM This Agreement (hereinafter "Agreement") is made as of between MuniServices, LLC, a Delaware limited liability company, with an office at 7335 N. Palm Bluffs Avenue, Fresno, CA 93711, and its affiliates (hereinafter "MuniServices") and the City of Palm Springs, a municipal corporation of the State of California(hereinafter"City"). MuniServices agrees to provide the City with certain professional services in furtherance of a comprehensive utility users tax/fianchise compliance and revenue protection program (hereinafter "Program"), with broad participation by California public agencies, that is designed to preserve,protect, and enhance its utility users tax (UUT) and utility franchise revenues. I. PROGRAM OBJECTIVES MuniServices auditing, geocoding, information, and associated services and skills, in conjunction with the legal and "protective" services Donald Eh, Maynor, A Professional Law Corporation (Maynor), will be used to establish and implement a Program that will allow participating California public agencies to preserve, protect and enhance their UUT and utility franchise revenues through a combination of auditing, geocoding, tax application compliance, business detection, ordinance update, legislative monitoring, technology update, and other essential compliance and protective services. An effective compliance Program will assist the City, and other participating public agencies, in identifying and correcting errors/omissions causing revenue deficiencies, and thereby produce new or previously unrealized revenue for such participants. The Program's tax preservation services will protect the City's existing UUT revenues from erosion due to new legislation, new techuiologies, outdated ordinance language and inaccurate information. By offering these essential services through a comprehensive Program, with widespread participation, there are the additional benefits of: i) achieving lower individual costs for such joint activities; and, ii) developing consensus-based decisions regarding ordinance interpretations and tax implementation that utility industries require of California public agencies. 2. FIXED FEE SERVICES A. Compliance Review Services At any time during the term of this Agreement, with the prior consent of the City where specifically indicated, MuniServices may perform compliance review activity on behalf of the City in any of the following areas: 1. UUT Tax Application and Franchise Fee Review: MuniServices will perform compliance reviews of major utility providers, with a focus on common client issues, to assure that the UUT is being properly applied to taxable services and charges, and that the franchise fee formula is being properly applied to the revenue base (as provided in standard franchise agreements). MuniServices will use the legal expertise of Maynor on matters requiring legal analysis or an UUrl-073108v1 1 Munesevices City interpretation of ordinances, standard utility filanchises, laws, and IRS letter rulings, which will be coordinated with the City Attorney. 2. Geocode Information and Review: MuniServices will develop and maintain a proprietary address range database to assure accurate address range information regarding the City's boundaries. Such databases will reflect the latest available LAl^CO information regarding City boundary changes due to annexations or other mmticipal reorganizations. Upon request, this service will be made available to any utility service provider that serves customers Within the City. 3. UUT Business Detection: MuniServices will perform periodic compliance reviews of major utility providers and utilize other detection tools to verify whether such companies are doing business within the City, and then identify such possible non-complying companies to the City's staff for enforcement actions. MuniServices will assist the City in developing compliance correspondence and enforcement procedures. 4. UUT Payment Calculations and Deviations: If the City provides MuniServices with regular and accurate UIJT payment history (i.e., copies of all UUT remittances), MuniServices will identify to the City's staff possible gaps in payments, calculation mistakes, and other payment errors. MuniServices will assist the City in developing compliance correspondence and enforcement procedures. On request, MuniServices will provide the City, on a semi-annual basis, with a spreadsheet reflecting the City's UUT payments (based on remittance data provided by the City to MuniServices). E. Revenue Protection Services MuniServices will work cooperatively with Maynor in providing the following revenue protection services designed to protect the City's existing and future UUT and utility franchise revenues: 1. Ordinance Update and Legislative/Revulatory Review Services a. deleted by agreement of the parties. b. State and Federal Legislation. Monitor proposed state and federal legislation to identify issues affecting the City's UUT or utility franchise revenues, and, if justified, make recommendations to the City and lobbyists of California public agencies. c. Regulatory Agencies. Monitor proceedings at the various regulatory proceedings (e.g., California Public Utilities Commission, California Energy Commission, Federal Commerce Commission, Federal Energy Regulatory Commission) that affect the deregulation of the various utilities and make appropriate recommendations to the City. d. Information Services. Provide the City with periodic newsletters, special communications, and legislative bulletins. Maynor may also i UUTI-073108v1 2 M2,n7Services City provide instruction to the City's staff through workshops and seminars on such subjects as industry deregulation, new technologies, complying with new utility-related legislation, and other timely subjects. 2. Statutory Compliance and Consulting Services a. Publication of Ordinance Requirements. Prepare and maintain an accurate copy of the City's UUT ordinance and its administrative rules and interpretations on the uutinfo.org website, and otherwise assist the City in complying with Public Utilities Code § 495.6. b. Web-Based Data Links_ Prepare and maintain on the uutinfo.org website (and provide a link to the City's web page, if desired) the City's UUT ordinance and administrative rules and rulings, frequently asked questions, e-mail inquiry feature, and model forms for exemption applications, UUT remittances, information requests, and other tax compliance documents. c. Access to Client-Only Webpage. Provide the City's staff(with UUT responsibilities) access to the client-only features of the uutlaw.com webpage and periodic newsletters, including legislative tracking, legal memos, breaking news, special utility issue features (e.g., new technologies), and practice hints. d. Access to Information. Assist the City's staff in obtaining SB 278 lists, tax compliance information, exemption lists of utility service providers, and in determining the exempt status of utility customers pursuant to the exemption provisions of the City's UUT ordinance or federal excise tax law relating to telecomununications. e. Revenue Forecasts. Provide staff with revenue forecasts based on industry trends, historical trends, and other relevant factors. 3. Assistance to City's Internal UUT Staff a. Timely Response to Tax Application Inquiries. Provide technical assistance to existing City staff and the City Attorney's office, and provide timely analysis and draft responses to tax application inquiries from taxpayers or tax-collecting entities (e.g., utility providers, hotels, businesses) using Wcb-based interactive technology. b. Enforcement Assistance. Provide the City's staff and the City Attorney's office with: i) legal advice on specific issues that arise in the enforcement of the tax ordinance (e.g., nexus issues and questions from taxpayers or tax collectors); and, ii) compliance correspondence and legal notices as required by ordinance and due process. c. Audit Assistance. Assist the City's staff and the City Attorney's office in, i) gaining access to audit-related information tinder existing UUT!-073108v1 3 MuwServices Czry legal authorities; ii) addressing legal issues that arise in the course oC an audit; iii) providing exemption analysis; and, iv) reviewing and developing legal measures to improve existing or proposed tax compliance programs, including tax armiesty programs. d. UUT Exemption Review. Review for accuracy the gas and electric exemption lists and telecommunication exemption certificates for non- residential customers, as provided by the City, and identify possible errors to the City's staff. C. MuniServices Does Not Provide Legal Services. It is agreed and understood MtuiServices will provide no legal services that may be required under any of the PROGRAM activities described in this Agreement, but rather Maynor will provide such services only to the extent requested by the City Attorney. It is also acknowledged that in providing such requested legal services, Maynor's client will be the City, and not MuniServices. 3. CITY-SPECIFIC AUDITS A. Scope of City-Specific Audits At any time during the term of this Agreement, with the prior mutual consent of the City and MuniServices, MuniServices may perform a City-specific audit of a utility franchise or UUT payments from a specific utility, when the audit intends to focus on City-specific issues. See Section 5(B) below regarding compensation for City- specific audits- B. MuniServices Responsibilities for City-Specific Activities 1. Work Plan Approval for City-Specific Activities. MuniServices will submit to the City's staff a proposed Work Plan for review and approval that will serve as the basis for City-specific compliance activities (e.g., CATV UUT or franchise review, gas or electric franchise review, or payment deviation from a specific utility). 2. City Approval of Discovery Actions. For City-specific activities, MuniServices will receive prior authorization from the City's staff to obtain and examine utility and customer records (hard copy and data format) necessary to assure compliance with the City's UUT ordinance through the use of administrative subpoenas, nondisclosure agreements, and other procedures required by the utility service provider as a condition of providing access to confidential customer information. I MuniServices to Comply with Local Laws_ In performing the compliance review services described in this subsection, MuniServices agrees to abide by the provisions of the City's UUT ordinance, any administrative rules the City may adopt relating to such ordinance, and the confidentiality requirements of state law (Revenue and Taxation Code Section 7284.6-.7). Throughout the above process, MuniServices shall be available to meet with the City, utility UUTI-07310811 4 MuniServices Cib service providers, or their customers to review any MuniServices findings or recommendations arising out of its compliance review activities for the City. 4. CITY's RESPONSIBILITIES To facilitate and maximize the effectiveness of the above compliance review activities, the City shall diligently assist MuniServices by performing the following: A. Necessary Information. The City will provide MuniServices, on a timely basis, with information necessary to conduct its compliance review activities including but not limited to: monthly UUT payment histories, exemption lists, and SB 278 gas and electric lists (including names of customers refusing to pay surcharges), and certified copies of the UUT ordinance and any subsequent amendments. B. Letter of Authorization. The City will provide a letter of authorization identifying MuniServices as an authorized agent of the City to perform utility user's tax compliance audits, to receive and examine appropriate utility and customer records (hard copy and data format) necessary to assure UUT tax compliance, and to execute necessary nondisclosure agreements approved by the City. C. Legal Interpretations of Ordinance. Upon request, the City will provide MuniServices with appropriate legal and administrative interpretations of its UUT ordinance. It is agreed and understood that the City will retain the exclusive authority and responsibility to administer, interpret, and enforce its UUT ordinance, recognizing that the role of MuniServices and Maynor is limited to employing their unique expertise and proprietary tools for: i) detecting and identifying errors/omissions by utility service providers or utility users in the application, calculation, collection, and/or remittal of UUT; and, ii) providing the City with technical assistance, widtout assuming or being delegated the authority or responsibility of the City to administer, interpret, and enforce its UUT ordinance and standard utility franchise agreements. 5. COMPENSATION/TERM A. Annual Fixed Fee 1. Total Annual Fixed Fee. The City's total annual fixed fee for participating in the Program shall be the greater of: i) six-tenths of a percent (0.6%) of the total UUT revenues received by the City (excluding UUT revenues derived from sewer, water, trash or CATV) based on the prior fiscal year, or ii) fifteen thousand dollars ($15,000) ("Minimum Fee"). In no case shall the City's annual fixed fee exceed ninety-five thousand dollars ($95,000) ("Maximum Fee"). The Minimum Fee and Maximum Fee shall be increased at the rate of two percent (2%) each year. City will pay MuniServices its allocated fee of one-sixth of one percent (0.6%) of the total amoral UUT fee, and MuniServices will allocate to Maynor 35% of such fee. At anytime, Maynor and MuniServices may, by mutual agreement, adjust their proportional share of said total annual fixed fee, provided that such parties shall receive prior approval of such adjustment from the City. WTI-0731080 5 ikfuni&,r ices City 2. deleted by agreement of the parties. 3_ Quarterly Payments of Fixed Fee. Said aiunual fixed fee shall be paid in four equal quarterly payments with due dates of: March 31, hine 30, September 30, and December 31. Invoices for services rendered shall be in arrears (invoiced for the immediately preceding quarter). If the effective date of this Agreement is other than on an invoice date, the City shall be invoiced /for the first quarterly payment on the immediately following invoice date as set forth herein. City shall be invoiced and responsible for a prorated portion of the preceding quarter based on the effective date of this Agreement. Payment will be made to MuniServices within thirty (30) days of receipt of MuniServices invoice therefore. Any amounts which remain unpaid after thirty (30) days shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum amount permitted by law. These quarterly payments are nonrefundable- For purposes of this Section 5(A), the effective date of this Agreement shall be deemed to be the last date signed below, unless otherwise agreed to by the parties. B. Compensation for City-Specific Audit Services I. With respect to a City-specific audit, including a CATV UUT/franchise audit referred to in Section 3(A) above, MuniServices shall be entitled compensation on rates and terms to be agreed upon following the City's request for the City-specific audit service. 2. In the event that any legal services from Maynor are required in correction with a City-specific audit, the cost of such services to the City shall be paid by MuniServices, and MuniServices shall disclose to the City the financial arrangement between MuniServices and Maynor regarding the payment of such costs. UUTI-073108v1 6 MrntSemces City C. City's Obligations Regarding the City-specific compliance review activities of MuniServices in Sections 3 and 5(B) above, the City agrees to: 1. Invoice the responsible party for tax deficiencies (plus interest and penalties if applicable) identified and confinned by MuniServices within thirty (30) days following receipt of MuniServices detection report or correspondence; 2. Provide MuniServices with a copy of any settlement agreement with a taxpayer/tax collector within ten (10) days of entering into such agreement; and, 3. Notify MuniServices within ten (10) days following receipt by the City of payments (cash, installment, or other compensation directly benefiting the City) of such tax deficiencies, whether invoiced or not. Upon receipt of such notice, MuniServices will promptly invoice the City. MuniServices compensation is due and payable within thirty (30) days of the City's receipt of MuniServices invoice. Any amounts which remain unpaid after thirty (30) days shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum amount permitted by law. D. MuniServices Expenses MuniServices shall absorb all expenses inured by MuniServices in providing its services as described herein. These expenses include items such as employee salaries and benefits, insurance, airfare, auto rentals, meals, lodging, Federal Express, mail, telephone, copying, directories, on-line resources, and other overhead and miscellaneous expenses. 6. TERMINATION OF AGREEMENT A. Either the City or MuniServices may terminate this Agreement, by thirty (30) days prior written notice as provided in this Section. B. If the City terminates this Agreement at any tirne within twelve (12) months following the effective date of this Agreement, and Maynor has prepared an ordinance update for the City (whether or not the City adopts the recommended update), the City shall nevertheless pay MuniServices four (4) quarterly payments from the commencement of the Agreement to compensate MuniServices for services rendered. MuniServices shall also be entitled to additional compensation as described in Section 6(C). C. Upon termination by either party of the Agreement as provided herein, MuniServices shall be entitled to retain any fees it may have received from the City pursuant to Sections 5(A) and 6(B) of this Agreement. In addition, MuniServices shall be entitled to payment according to the terms of Section 5(B) for all additional revenues, including interest and penalties, resulting from MuniServices compliance review activities. Within thirty (30) days following termination, MuniServices shall provide the City with a list of detections of non-compliance resulting from the compliance UUTI-073108vI 7 MuniServices City review activities of MuniServices. The City shall, in good faith, diligently seek to: i) correct such detections of non-compliance made by MuniServices prior to the date of termination; and, ii) collect the additional revenues that are due the City and MuniServices for past periods and for the twelve quarters going forward following the correction, even though the date of actual correction may occur after the termination date. MuniServices shall assist the City in this correction/collection effort, if so requested by the City. MtmiScrvices Tight to compensation for City- Specific Audit Activities under Section 5(B) shall survive termination of this Agreement for any reason. UUTI-073108v1 8 MuniServices Cery 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) Revised:3/23/07 5071539,7 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,. Consultant shall provide City with 30-days advance notice of cancellation of such insurance. Failure to provide such notice shall be deemed a material breach of the Agreement. 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 (S1,000,000.00) 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 12 Revised:3/23I07 507639 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, 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 Coverage. Consultant shall famish 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 'far 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 workpetformed with the City" may be included in this statement). 3. deleted by agreement of the parties. 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. 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. 13 Revised,3123/07 5076392 Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. E. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to corzunencing 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. 14 Revised:3I2=7 507639.1 .�� GOVEREV-01 ,�cvJac� CERTIFICATE OF LIABILITY INSURANCE °�'�,�""°""�"' 01H9/2018 THIS CERTIFICATE IS ISSUED.AS A MATTER OF INFORMATION ONLY AND CONFERS 140 RIGHTS UPON THE CERTIFICATE HOLDER:THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF.INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEENTHE ISSUING:INSURER(S),:AUTHORIZED ... REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: N the caffeata.holder Is an ADDITIONAL INSURED,the po los)aunt have AD13ITi W"INSURED provisions or be endorsed. H SUBROGATION IS WAIVED.auMoct to tin tarns and Condemns of dN policy,certain Policies may require an ondefsantent. A Statement on this cardRcata don not confer r trio to tie eNAIRcale holder in liou of such andmsbmr FRODUCER .CT f,'knlel R bunter TTririoonrm�oh f EaacuOrs Liability Group � � on W.da4keerr d.6th Furor , 312L239.2080 I rIG,No•(312)263.1081 Chicago,IL 60651 d9unfar tlltpiolt -eJf.CWn _ euurraw8h �--- A�sathaucwa�a ____,__,_•I,n*suRmA ThaContinentelinsuran#qCgMgAM( 36269' 1"$UREa Government Rawnue Soh,tions Holdings LLC ' AmMeal crwriy C_ompwy of Reat�p.Penhsyivanta dUs MunlServicas.LLC wouBlaCTRISUll Indemnity 92314 14 _ Attn:On.Petrillo Dunn �wwaEa o,Axis insurance Company_: 3727 7628 PshnAve,Suite IN - Fresno,CA#3711 INSURER e' - --.-- I INSURER F C t THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOV£FOR THE.POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS .CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS.SUBJECT TOALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, ikR rYPE OF INSURANCE PDLICY NUMBER e%P Loan A OOMMERCIALGENERALLIAWUTY � E RENCE_ i 100.000 -]CLAIMS-MADE�X J OCCUR X ' X IIBae'j362667 0112412018 0U2412019 &9 R{NTEED �' a 1,000 090 T _PIRWASkii-AVVWAIRY 1,000.000 ygErrLAOGR OATEppURRMppr.nu(m"PER: GO+ AnaREOArE Z�� X POLICY �JECT i....j LOC PA T - P S 2,ONhWO P; AUTWh06AS L1AOILM I MaBINE00INOLE LIMIT a .__ j�,4fea _. A��NyyyYy��ya��u��To gam{ P043362570 01124/20/9�A1,2412619 vINxLRv{VE,pFryan �,�_ _ AUT03ONLY 195�AED VIM X Z%ONLY N AtR��$ [Q — -- A = X 'UMBRELLA I" X OCCUR SACH C�RENCE a 10. 0040 j EXCESSDAG CLAIMS-MAM 140143382884 011241201810112412019 r yEGA �i410 A& r— DED TX 1 REr WN S 10,000 �• B,WOWCEIIa GOMPENMT1IXi X A ANo YERBLMBAJTY6043362838 01124i2D1B 0U2412019 s�E +AFcIDENr 1 1000,000 !ANYPROPRIETORNMTNFF/E%ECUiiVE YIN I X .%P EXCLUDED'! �" NiA ��� �.�.���� . I I.... �ELDISEASE-EAEMPLOY,- t.;:_ _...''000,� �a n.RanONOFOr IP T E LIWT G'�Pr""Slonat L.labtlt �LCY761747 I24f 018 01l2412019 Umit 610001000 D IDkocton&.Of scan IfaCN8Y0810)Otl201s 01124/2018 10172M2a19 ILrLit 3,000,000 bESCRiPTWN tN'dPERArkXJe I LOCArXkIeaYENICLEe pLroRD heF,AdAXional RpnHlw aaMJ,J�,,,Or Oar aNac1,W NIpWA 0(Mp h nauAroel Per the cancellation wording listed on this form,the policy provisions Include at Ieaai 30 days'rota of CanCeliatlon except for nony/ryrmerd of premium. The City of Palms Springs,Its agora,officers,servams and employees am named as additional insureds under the GO"MI Liability policy with respect to ON operations and wo*performed by the named insured as required by contract The General Liabgty policy Is Prim"&Nw Cornnbutory.Waiver of subrogation applies under the Omen Liabliny and Workers Compensation policies. CERTIFICATE HOLDEIR CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION. QUITE THEREOF, NOTICE WILL BE DELIVERED:.IN ACCORDANCE WITH T14 POLICY PROVISIONS, City of Pahl Springs AIITNGRMED PAN"I9 ENTAIM 3200 Flnaoq Director / .. -r 3200 E.TahgMiC Carryon Wsy �'NEgR ACORD 26(2016103) 49196E-2D16 ACORO CORPORATION. Alf righte n`served. The ACORD nams and.Igo are regish ild marks of ACORD .. AGENCY CUSTOMER ID:GOVEREV-01 CSOKOLOWSKI A�O ADDITIONAL REMARKS SCHEDULE Page 1 of 1 Thompson Flans Govem� Flanagan Executive Liability Group men Revenue Solutions Holdings LLC dlala MunlSeroleas,LLC PCIICY NUMBER Attn:Ms.Patricia Dunn 7025 N Palm Ave.,Sta 108 SEE PAGE 1 Fresno,CA 93111 CARNn NAIC CODE _ SEE PAGE 1 SEE P 1 uFecnw oATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER .AaORp24 FORM TITLE:Cwwksts of Uabft Msu ; California Workers Compensation A separate policy number is applicable to California Workers'Compensation:01-24.1 S.The cants insurer(Am moan Casualty Company of Reading,Peonsylvanis)and effective date(01.24.18)are applicable.Policy number is WC843362S Workers' Compensation limits air par stab statute.Employer's Liability limits are as follows:Each accident-$1,000,000;Disease Each Employee-$1,000,000;and Disease Policy emir-$1,t000,000. ACORD 101( ®1) 02W8ACORD CORPORATION. Al ® reserved. The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT General liability Extension Endorsement 1. ADDITIONAL INSUREDS a, WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A.through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement,provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part;and (2) was executed prior to (a) the bodily injury or property damage;or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement;or (2) coverage broader than required by such contract or agreement, and In no event broader than that described by the applicable paragraph A.through K.below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured,but only with respect to such person or organizations liability for bodily injury,property damage or personal and advertising injury arising out of. 1. such person or organization's financial control of a Named Insured;or 2. promises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations,now oonstrnction or demolition operations performed by,on behalf of,or for such additional insured. S. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only,with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organizatio's liability for bodily Injury, properly damage or personal and advertising Injury as grantor of afranchise to the Named Insured. D. lessor of Equipment Any person or organization from whom a Named Insured leases equipment,but only with respect to liability for bodily Injury,property damage or personal and advertising injury caused,in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provkled that the occurrence giving rise to such bodily Injury,property damage or the offense giving rise to such personal and advertising Injury takes place prior to the termination of such lease. CNA74879XX(1-15) Polwyfti 6043362567 Page 2 of 13 Endorsement No: 7 CONTINENTAL CASUALTY COMPANY Effective Date: 01/24./2018 Insured Name:GOVERNMENT REVENUE SOLUTIONS HOLDINGS LLC CopylfyM CNA FX RV tt Rbbmved. I�MWat mpr�phled mgvW of Inwnnoe Se�Ncat OrAce,Inc.,wMA tls pertNtebn. CVA CNA PARAMOUNT General Liability Extension Endorsement I- Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily Injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land,provided that the occurrence giving rise to such bodily Injury or property damage,or the offense giving rise to such personal and advertising Injury, takes place prior to the termination of such lease, The coverage granted by this paragraph does not apply to structural alterations, new of nsbtn2icn or demolition operations performed by,on behatf of,or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager;but only with respect to liability for bodily injury,property damage or personal and advertiaing Injury arising out of the ownership,maintenance or use of such part of the promises leased to the Named Insured,and provided drat the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertisbng Injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operatisns performed by, on behalf of,or for such additional Insured. G. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee of receiver's liability for bodily injury, property damage or personal and advertising Injury arising out of the Named Insured's ownership,maintenance,or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structurai afterstions, now construction or demolition operations performed by,on behalf of,or for such additional insured. H. State or Governments)Agency or Subdivision or Political Subdivisions—Permits A state or governmental agency or subdivision or political subdivision that has Issued a permit or authorization, but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily Injury,property damage or personal and advertising Injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a, the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistawray openings,sidewalk vaults,street banners,or decorations and similar exposures;or b. the construction,erection,or removal of elevators; or e. the ownership,maintenance or use of any elevators covered by this insurance;or 2, the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: 33010 a. Bodily Injury,property damage or personal and advertising Injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision;or b. Bodily injury or properly damage included within the products-complated operations,hazard, With respect to this prevision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. lane i� :s CNA74879XX(1-15) policy No: 6043362567 Page 3 of 13 Endorsement NO; 7 CONTINENTAL CASUALTY COMPANY Effective Date: 01/24/2018 Insured Name:GovsIu MENT &EvENuE SOLUTIONS HOLDINGS LLC CoVpigM CNA Al r%Ms ReaaNed. h»kdes WgMhted mamedN of Insurance Services OFn:.Im,wen is pemu lion. CNA CNA PARAMOUNT General Liability Extension Endorsement 6 Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily Injury,property damage or personal and advertising Injury caused by: a. the Named Insured's acts or omissions;or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily Injury or property damage included within the productsxco npbetsd operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold In the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily Injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration,testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e, any failure to make any inspections,adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at the such person or organization's premises in connection with the sale of a product; g. products which,after distribution or sale by the Named Insured, have been Iced or relabeled or used as a container,part or Ingredient of arty other thing or substance by or for such parser or organization;or In. body injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on Its behalf: However;this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d.or f.above;or (2) such inspections, adjustments,tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sate of the products. 2. This Paragraph J.does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient part or container, entering into, accompanying or containing such products. CNA74879XX(1-15) Policy No: 6043362567 ' Page 4 of 13 Endorsement Nci 7 CONTINENTAL CASUALTY COMPANY Effective Date: 01 J24 f 2018 Insured Name:GOVERNMENT REVENUE SOLUTIONS HOLDINGS LLC C0pyngMCNAA1Rgt*sneeefwd. I+dudesmppightedmaterlel d lnwvanes Semwf Office.I=,wOh by n. AR CNA PARAMOUNT General Liability Extension Endorement 3. This Paragraph J.also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part b. to any of your products for which coverage is excluded by endorsement to this Coverage Part nix C. if bodily injury or property damage included within the products-completed operations,hazard Is excluded by endorsement to this Coverage Part. K. Other Person Or Organization Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additonai insured is an Insured solely for bodily injury,property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's ads or oxniselctm The coverage granted by this paragraph,does not apply to any person or organization: 1. for bodily Injury, property damage, or personal and advertising Injury arising out of the rendering or failure to render any professional service; 2. for bodily Injury or property damage included within the products-completed operations hazard;nor 3. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part. 2. ADDITIONAL INSURED-PRIMARY AND NONCONTRIBUTORY TO ADDITIONAL INSURED'8INSURANCE A. The Otfwr insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional Insureds own insurance, then this insurance is primary, and the insurer will not seek contribution from that other insurance. For the purpose of this Provision 2.,the additional insureds own Insurance means insurance on which the additional Insured is a nod insured. B. With respect to persons or organizations that quality as additional insureds pursuant to paragraph I.K.- of this endorsement,the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere In this Condition, the insurance, provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS the definition of bodily Injury is deleted and replaced by the following: Bodily Injury means physical injury,sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury,sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS,the condition entitled Duties in The Event of Occurrence,Offense,Clalm or Suit is amended to add the foilowmg: J A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the insurer's authorized representative notice of an occurrence, 0001 offense or claim only when the occurrence,offense or claim is known to a nabual person Named Insured,to a partner, executive officer,manager or member of a Named Insured,or to an employee designated by any of the above to give such notice, amm' B. NOTICE OF OCCURRENCE r� CNA74879XX(1-15) Policy No: 6043362567 Page 5 of 13 Endorsement No: 7 CONTINENTAL CASUALTY COMPANY Effective Dater 01/24/2018 Insured Name:GOVERNMENT REVENUE SOLUTIONS HOLDINGS LLC Cop0gM CNA AM Ryhh R8Wvad. IndudBa maklid M Irouranaa Services Olfia,Inc..x5th is pMntiSela3. CNA CNA PARAMOUNT General Liability Extension Endorsement The Named Insured's rights under this Coverage Part will riot be prejudiced if the Named Insured falls to gnre the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named lnsured's reasonable belief that the bodily Injury or property damage is not covered under this Coverage ParL However, the Named insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence,offense or claim, 6 BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3.in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph d. below, any organization in which a Named. Insured has management control a. on the effective date of We Coverage Part;or b, by reason of a Named Insured cresting or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability lrwxacs, whether primary, contributory,excess,contingent or othwwlse,wfikcr provides coverage to such orgarization,or which would have provided coverage but for the exhaustion of its limit, and without regard to why its coverage is broader or narrower than that provided by this Insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership,limited liability company or joint venture;or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision,management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation;or B. having the right, pursuant to a written trust agreement,to protect,control the use of,encumber or transfer or sell property held by a trust. 4. With respect to organizations which quality as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily Injury or property damage that first occurred prior to the date of management control,or that first occurs after management control ceases;nor b. personal or advertising Injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 6. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. S. ESTATES,LEGAL REPRESENTATIVES,AND SPOUSES The estates, heirs,legal representatives and spouses of any natural person Insured shall also be Insured under this policy, provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, wrere such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage Is provided for any act, erns or ornission of an estate,' heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts,errors or omissions in the conduct of the Named Insured's business. CNA7487OXX(1-15) Policy No: $043362567 Page 6 of 13 Endorsement No: 7 CONTINENTAL CASUALTY COMPANY Effective Date: 01/24/2018 Insured Name'GOVERNMENT REVENUE SOLUTIONS HOLDINGS LLC CMGNA AB Rghra Reaenrod, Ircludn rorry�igigal melalal d'Imurana SeMcesOPwe.Inc..w�h cue panW�on Workers Compensation And Employers Liability Insurance �r Policy l ndorsernent This endorsement changes the policy to which it is attached. It is agreed that Part One-Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Uabilfty, Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers,, takes effect on the Policy Effective Date of said policy at the hour stated in said policy,unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No:G-19180.8 111-1997) Polio No:WC 6 43362653 Endorsement Effective Date: Endorsement Expiration Date: Pollcy Effective Data:01124/2018 Endorsement No: 6;Page: 1 of 1 Policy Page:34 of 59'. 1 Underwriting Company:American Casualty Company of Reading,Pennsylvania, 333 5 Wabash Ava, Chicago,lL 60604 Copyright CNA All Rights Reserved. CNA PVj RON ON" I IS Endorsement Effective Date: 08/29/2018 Insured Name: AVENU HOLDINGS LLC 2411 DULLES CORNER PARK STE 800 HERNDON, VA 20171-6168 Policy Number: 6043362567 Policy Period: 01/24/2018 - 01/24/2019 Producer's Information: THOMPSON FLANAGAN & COMPANY LLC Producer Code: 053906 626 W. JACKSON, SUITE 500 CHICAGO, IL 60661 (312)239-2800 CNA Branch Number: 010 CNA Branch Name and Address: CHICAGO/ILLINOIS BRANCH BRANCH ADMIN/ 40TH F 151 N FRANKLIN ST CHICAGO, IL 60606 (630) 719-3000 Thank you for choosing CNA! With your CNA Paramount package policy,you have insurance coverage tailored to meet the needs of your modem business. The international network of insurance professionals and the financial strength of CNA, rated"A" by A.M. Best, provide the resources to help you manage the daily risks of your organization so that you may focus on what's most important to you. Claim Services—There When You Need Us Claims are reported through a single point of entry available 24/7, connecting you to the individuals and information to help you resume your business when you need it most. To report a claim, please call (877)CNA-ASAP, fax(800)953-7389, email lossreport@cnaasap.com, or visit www.cna.com/claim. Risk Control Services—Help Avoid A Claim Before It Occurs As a CNA policyholder, you have access to certified risk control professionals, risk mitigation programs and online p resources to help identify and manage exposures that may disrupt your operation. We collaborate with business leaders to develop customized programs to assist you in safeguarding your assets and improving the bottom line. To learn how our award-winning Risk Control services can help your business, please call (866)262-0540, email us at riskcontrolwebinfo@cna.com or visit www.cna.com/riskcontrol. When it comes to providing the coverage, service and resources paramount to your business success ... we can show you more. RECHVIED INSURED Copyright CNA All Rights Reserved. FINANCE DEPAR T iNIEN i CITY OF PALM SPRINGS CNA PARAMOUNT CNA Amendment of Forms and Endorsements Schedule Addition or Deletion of Endorsements It is understood and agreed as follows: 1. ADDITION OF FORMS OR ENDORSEMENTS The Forms and Endorsements Schedule is amended to add the following forms or endorsements effective as of the date set forth in such for or endorsement 81 Amendment of Forms and Endorsements Schedule CNA62673XX 09-12 Addition or Deletion of Endorsements 82 Changes - Notice of Cancellation or Material CNA74702XX 01-15 Restriction Endorsement It. DELETION OF FORMS OR ENDORSEMENTS The Forms and Endorsements Schedule is amended to delete the following forms or endorsements effective as of the "deletion date"indicated below. The net premium change,if any,for the above endorsements in Sections 1.and[I. is: $0.00 Total change is: $0.00 All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below,and expires concurrently with said Policy. RECEIVED SLI-) 274 Hl� FINANCE DEPARTMENT CITY OF PALM SPRINGS CNA62673XX 09-12 Policy No: 6043362567 Page I of I Endorsement No: 81 CONTINENTAL CASUALTY COMPANY Effective Date: 08/29/2018 Insured Name:AVENJ HOLDINGS LLC Copyright CNA All Rights Reserved. CNA CNA PARAMOUNT /�+� Changes - Notice of Cancellation or Material Restriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY—NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE Number of days notice(other than for nonpayment of premium): 030 Number of days notice for nonpayment of premium: 10 Name of person or organization to whom notice will be sent: CITY OF PALM SPRINGS Address: ATTN: FINANCE DIRECTOR 3200 E. TAHQUITZ CANYON WAY PALM SPRINGS CA 92262-2743 If no entry appears above, the number of days notice for nonpayment of premium will be 10 days. It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in the above Schedule. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. RECEIVED P L r co ^ 9 1 Oi3 FINANCE DEPARTMENT" CITY OF PALM SPRINGS CNA74702XX (1-15) Policy No: 6043362567 Page 1 of 1 Endorsement No: 82 CONTINENTAL CASUALTY COMPANY Effective Date: 08/29/2018 Insured Name:AVENU HOLDINGS LLC Copyright CNA All Rights ReseNed. N RECEIVED FINANCE DEPAR RIEN CITY OF PALM SPRINGS END OF COPY CNA Business Auto Endorsement Declaration POLICY NUMBER COVERAGE PROVIDED BY FROM - POLICY PERIOD - TO C 6043362570 AMERICAN CASUALTY CO OF READING,PA 01/24/2018 01/24/2019 151 N Franklin CHICAGO, IL 60606 INSURED NAME AND ADDRESS AVENU HOLDINGS LLC. 2411 DULLES CORNER PARK STE 800 HERNDON, VA 20171-6168 AGENCY NUMBER AGENCY NAME AND ADDRESS 053906 THOMPSON FLANAGAN & COMPANY LLC 626 W. JACKSON, SUITE 500 CHICAGO, IL 60661 Phone Number: (312)239-2800 BRANCH NUMBER BRANCH NAME AND ADDRESS O10 CHICAGO/ILLINOIS BRANCH BRANCH ADMIN/ 40TH F 151 N FRANKLIN ST CHICAGO, IL 60606 Phone Number. (630) 719 3000 This endorsement changes your policy. Please read it carefully. This endorsement results in no change in premium. Audit Period is Not Auditable RECEIVE® FINANCE DEPARTMENT CIT!OF PALM SPRINGS INSURED Page 1 of 2 POLICY NUMBER INSURED NAME AND ADDRESS C 6043362570 AVENU HOLDINGS LLC. 2411 DULLES CORNER PARK STE 800 HERNDO/N/, VA 20171-6168 FORMS AND ENDORSEMENTS SCHEDULE The following forms have been added to this policy. FORM NUMBER FORM TITLE G56015B 11/1991 ENDORSEMENT EFFECTIVE 08/29/2018 RECEIVED FINANCE DEPARTMENT CITY OF PALM SPRINGS Countersignature Chairman of the Board ��r� P-55748-B (Ed. 12/90) INSURED Page 2 of 2 POLICY NUMBER INSURED NAME AND ADDRESS C 6043362570 AVENU HOLDINGS LLC. 2411 DULLES CORNER PARK STE 800 HERNDON, VA 20171-6168 POLICY CHANGES ENDORSEMENT EFFECTIVE 08/29/2018 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. G-140327-B (Ed. 07/11) This form has been added to the policy: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION BY US NOTICE TO DESIGNATED PERSONS This endorsement modifies insurance provided under the following: THE COMMON POLICY CONDITIONS OF THE BUSINESS AUTO COVERAGE FORM The following is added to Paragraph A. CANCELLATION: A. 7. In the event we cancel your policy in accordance with your policy's terms and conditions, we will mail written notice of cancellation to the designated persons named below within the stated time frames. a. 10 days before the effective date of cancellation if we cancel for non-payment of premium, or b. 30 days before the effective date of cancellation if we cancel for any other reason. Designated Person(s) Address 1. CITY OF PALM SPRINGS ATTN: FINANCE DIRECTOR 3200 E. TAHQUITZ CANYON WAY PALM SPRINGS, CA 92262-2743 95ECEI Y ED W a FINANCE DEPARTMENT CITY OF PALM SPRINGS Chairman of the Board Secretary G-56015-B (ED. 11/91) s RECEIVED FINANCE DEPARTMEN-I Ci7Y OF PALM SPRINGS END OF COPY