HomeMy WebLinkAboutMuniServices, LLC 2013-07-03 ('D�l O?D � I>
MuniServices, LLC
Consultant Services Agreement
1. Us. City of Ukiah
We are MuniServices, LLC, a Delaware limited Attn: Ian Roth, Asst. Finance Director
liability company, and a wholly owned subsidiary 300 SeminaryAvenue
of Portfolio Recovery Associates, Inc.; with an Ukiah, CA 95482
office at 7625 N. Palm Avenue, Suite 108, Fresno, Facsimile: 707.463.6204
California 93711. In this Agreement we are Email: iroth@citvofukiah.com
referred to as "MuniServices" or "we", "our", "us.
We use our sister company, RDS, to assist us with
work. Sometimes we will refer to you and us as 3. Our Services and your payment. �
the "Parties." We will provide you with the services listed in
Attachment 1 (the "Services"). You will pay us the
If you need to contact us a short list of helpful fees listed in that same Attachment. If we are
contacts is attached as Attachment 3. providing more than one Service, each service will
have a separate attachment and will be labeled
If you are sending us a notice required by this Attachment 1-1, 1-2, etc.
Agreement, send it to:
4. What our Services do not include.
MuniServices, LLC We do not provide to you or any third-parties any
Attn: Legal Department legal advice or services. We also do not provide
7625 IY. Palm Avenue, Suite 108 tax advice to you or third parties. Also we cannot
Fresno, CA 93711 and therefore do not establish: the tax rates due
Facsimile: 559.312.2852 from taxpayers; and the penalties and fees that are
Email: IeealC�muniservices.com assessed against taxpayers (though we will
calculate these amounts for you :�s part oF the
When providing notice to us,you must also Services once you have established the rates). We
provide a copy of the notice to: PRA General also do not determine either the amount of
Counsel, 120 Corporate Blvd., Suite 100, Norfolk, refunds or the proper government account(s) that
VA 23502. All notices, including notices of taxpayer receipts shall be deposited into.
address changes, provided under this Agreement
are deemed received on the third day after mailing 5. Term of this Agreement.
if sent by regular mail, or the next day if sent The initial term of this Agreement begins on
overnight delivery. We do not accept notices by 7�ti6�i •� . 2013 (the °Effective Date")
email or facsimile. Notice of rate changes or and continues for a period of three years from the
distribution changes must be sent by certified Effective Date unless otherwise terminated as
mail. indicated in the General Provisions in Attachment
2,Article 1 Thereafter this Agreement will
' 2. You. automatically renew for successive three year
You are the City of Ukiah. You are a municipal terms (each a "Renewal Term"). You shall have the
corporation of the State of California. In this right to terminate this Agreement in any fiscal
Agreement we will refer to you as "you", "your", year Quly 1-June 30), if your City Council does not
"yours". If we are sending you a notice required appropriate funds in the budget approved for that
by this Agreement, we will send it to: fiscal year to pay the fees for our services under
this Agreement. If you terminate this Agreement
for this reason, a responsible City official must
� Ukiah,CA RLM Oti1713 �
certify that the City Council determined during the budge approval process not to appropriate funds to
pay for our services and that the City will not contract with another company in that fiscal year to provide
the same or similar service.
6. General Provisions.
The parties are also bound by the General Provisions as set forth in Attachment 2 of this Agreement,
which are by this reference incorporated into this Agreement. [f something in this Agreement contradicts
the General Provisions, set forth in Attachment 2 or any other provision contained in the Attachments
then what is said in this Agreement governs rather than the General Provisions.
The Parties are signing this Agreement on the Effective Date indicated in Section 5 above.
MuniServices, LLC City of Ukiah
a Municipal Corporation
—1 � � /
By: By � � �
o ensen, SVP Client Services
Narr���A+�c ����M�3� r�S
Title: �T,c�+-� �Ail�--�- _
Ukiah,CA RLM 062713 Z
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ATTACHMENT 1
' Business License Tax Management Services
Article 1 -Objec[ives and Me[hods
MuniServices Business License Management ("BLM") Service is comprised of three components; Discovery Service, Audit
Service, and Tax Administration. This service is designed to be a turn-key administration and management of the City's
. business license code.This service includes renewals,set up of new accounts, identification,review,tracking and posting.
Article 2 -Scope of Work .,
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MuniServices Husiness License Tax Management Services include the following three components: '
' A. Discovery Services.The Discovery service is designed to provide a fully service solution to the City's business license tae
enforcem ent procedures. It does not replace current funcbons, but provides a focused full-bme solu[ion to the identificatlon of
entltles subjectto the Ciry's local business tae which are not properly registered, or otherwise not reportlng business ta�ces to
City. In performing the Discovery Services, MuniServices shall:
� 1. F.stablish a comprehensive imentory of the enbbes subject to tarcaVOn by the Ciry and the database elements needed
' ro facilitate a comprehensive comparative analysis with the City's records of those entltles that are propedy
registered; �'
2. Compare MuniServices' database of business records with City records ro idenafy potenual nomreportlng and
non-registered entities subject to taacacion; i
3. Foreachunregisteredornon-reportingentlryidenafiedandconfirmed,assist[heentlty,asnecessary,tocompletethe
City's applicable registraUOn form(s) and determine the amount of tax due for curren[ and prior periods (plus
applicable interestand penalties,where appropriate);
4. Ensure that all submitted registratlon forms are completed correctly and in their entlrety;
5. Forward all completed registration forms and associated payments to the City in batches a[die frequency direc[ed by
thc City;
6. Collecttheamountofidenfifieddeficiencies, [ogetherwithsupporbngdocumentalion;
7. Establish a call center open during normal business hours ro assist entitles regarding ques[ions concerning
applicatlon of the Ciry's raxes and entlty's reporbng and remittance requirements;
8. Educare enbty regarding the City's reportlng requirements to prevent recurring deficiencies in future years; �
9. Contact personnel in sales,operadons and/or taxaccounting at each target business[o determine whether a business i
license fee is due, when necessary and appropriate. This is accomplished with the highest regard to discreuon and �
professional conduct MuniServices'business license audiLS are predicated on a non-controversial, consvuctive public I
relatlons approach that emphasizes the importance of each business m the City and [he muival benefits of correcting
non-reporbngerrors;
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10. Provide reports addressing each ta�cpayer not reporbng,including the business name,address,and telephone number I
I totheCity;and
11. Monitor and analyze the husiness license mgistratlon files of the City each quarter in order to detennine �I,
non-reporting businesses. I�
Ukiah CA BLM OGZ713 :�
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B. Deficiency Audit Services.The Audit service is designed to idenIIfy en6bes subject to the City's business ta�c tha[are not
propedy reporting the full amount of tar [o which they are subject to under the Ciry's ordinances. Audit services identlfy
entldes that are po[entlally underrepordng their business taxes, or not reportlng all applicable taxes, and MuniServices
reviews the entlty's records to ensure compliance with Ciry's taxes. In performing theAuditservices, MuniServices shall:
1. Esrablish a comprehensive inventory of[he registered entltles subject to (axatlon by City and the database elements '
needed to facilitate an analysis of each entlry's current and prioryear's ta�c remittance records;
2. Compare MuniServices records with City records to identlfy potentlal under-repo�ting entltles subject to taxatlon;
3. Meet with designa[ed City staff to review and discuss potential audit candidates and mutually agree which entltles
will besubjectto review;
4. For potential under-reporting entitles identlfied, obtain authorizadon from City to conduct a review of the entitles'
records and determine the amount of ta�c due for current and prior periods (plus applicable interest and penalNes,
where appropriate);
S. Submit audit summaries (also referred to as "Deficiency Notice') to City to permit City to determine the amount of a
deficiency owed,if any;
6. Invoice entlty (including supportlng documentaUOn) on behalf of City for the amount of idendfied deficiencies, with
payment to be remitted to City orto MuniServices; and
7. Educate endty regardingCity's reporting requiremenGS to preventrecurringdeficiencies in futureyears;
C. Tax Administration. In additlon to the above comprehensive Discovery Services and Deficiency Audit Services,
MuniServices will also provide the City with a complete turn-key Ta�c Administration program related to the City's business tax
processing renewals, collecbons, and on-going monitoring and administration of the business tax. The service will be
performed ublizing MuniServices' internal pmgrams and processes. The following are processes and procedures that
MuniServices performs forthe Ciry on a turn-key TaxAdministratlon program:
1. Services Performed:MuniServices will perform remittance processing forthe collection of Business Licenses.
2. Taxpaver Notificabon and Remittance: MuniServices will send individualized tax forms to all known taxpayers.
Taxpayers wi❑ remit payments to the City addressed to a P.O. Box that will be setup by MuniServices. Upon
reasonable notice ro City, MuniServices may change the P.O.Box forthe City payments.
3. Deoosit Process:Deposits are made to the eactent that funds have been received,via Auromated Clearing House of[he
amounts and to the designated recipienu as instruc[ed by the City, as shown in more detail on Exhibi[ A Thc
amounLC deposited will be[he amounts received less MuniServices fees forthe taxadministration service.
4. Posbne Process: Taacpayer accounts are pos[ed with payment informatlon captured in the MuniServices' revenue
system. Addi[ional information such as net sales, deductions, credit sales, measure of tax, name change and address
change are captured and added to payment data and ta�cpayer master file(as determined necessary by MuniServices).
Late payments (poshnarked 6y U.S. Postal Service af[er due date) are invoiced at penalty amounts required by Ciry's
ordinances. Under-payments are invoiced for remainingtae due plus any required penalties.
S. Chanees to Exhibit A: City shall notify MuniServices in writing immediately of all changes in amounts to be deposited
into the accounts of designated recipients. An amended Exhibit A shall be prepared and executed by the Parties as
soon as reasonably possible. In addiUOn, MuniServices shall provide documentabon confirming each change under the
preceding sentence with the first monthly report reFlecbng the applicable change. If the changes reflected in the
monthly report do not properly reFlect the intended changes of the City, then the City shall immediately notify
MuniServices and, thereafter, MuniServices shall take thesteps necessary to insure thatdesignated recipients receive
the amounts intended by City.
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6. Notification. Reoortine to Citv: MuniServices will provide Ciry with monchly reports including bu[ not limited [o,
paymen[lisbngs showing all monies received, a detail and summary reconciliatlon report that curresponds to City's
account numbers and all fees paid [o MuniServices.
. 7. Taavaverservice:MuniServiceswillprovideataxpayerassistancenumberforta�cpayerquestlons.
� Article 3 -Deliverables
MuniServices shall provide the City with audi[progress reports to include the following: �,
i 1. Status of work in progr'ess, including copies of reports provided to taxpayers/ intermediaries addressing each
repor[ing error/omission individually, including where applicable the business name, address, telephone number,
account identlfication number, individuals contacted, date(s) of contact, nature of business, reason(s) for
error/omission and recommended correcbve procedure;
2. Actual revenue produced forthe City by MuniServices'service on a quarterly and cumula[ivc basis;
3. Projected revenue forthcoming to the City as a result of MuniServices' audit service, specified according to source,
tlming,and one-time versus ongoing; and
4. AlphabeUCal listlng of all errors/omissions detected for the Ciry by MuniServices, including the accoun[ number,
cortecbon status, payment amount received by the City, period to which payment is related and payment type (e.g.,
reallocation,deficiency assessment) for each one.
Commencemen[ of Services
MuniServices shall commence project planning within 10 days of full executlon of this Agreement After the Workplan is
developed MuniServices will begin providing [he Discovery, Audit and Tax Administratlon services described above.
MuniServices'obligabon to provide services is contingent on the City providing[he necessary informatlon and cooperation.
Article 4 -Compensation
A. Discovery Services
MuniServices' compensation for providing Uiscovery Secvices shall be a contingency fee of 40% of the additional revenue
received by the City from the services. The 40% shall apply ro the current tax year, all eligible prior period revenues, and any
applicable penalties, interest, and late charges. The conUngency fee only applies to revenuc actually received by the City. The
[erm"current tax year"shall mean the most recent taxyear for which local taxes are due and payable to the City,and in whi ch
MuniServices has identlfied deficiencies.
B. Deficiency Audit Services
MuniServices' compensatlon for the Audit Service shall be a contingency fee of M1O%. The 40% contingency fee will apply to
revenue received hy the City as a result of deficiencies identlfied in the review and shall include any eligible prior peno d
revenues toge[herwith all applicable penalties, interestand late charges.The Ciry agrees to use reasonable and diligent effores
to collect deficiencies identified by MuniServices except when the costof recavery exceeds the deficiency in the sole discretion
of the Ciry.
Taxoavers'Pavments and Invoice Process Related [o Discoverv and Deficiencv Audi[Services
The followingsection describes how MuniServices handles the ta�cpayers'payments,and invoices the City for i[s fees related to
the Discovery and Deficiency AuditServices:
1. Taxpayers' paymenGS received by MuniServices will be deposited into a general escrow account maintained by
MuniServices. The taxpayers' payments deposited in[o [he escrow account will be remitted m the Ciry on a monthly
basis net of M uni5ervices fees.
UMah,LABLM 062713 5
2. MuniServices will send to the City a remittance package no less frequendy than once per month that may contain '�
MuniScrvices' generated report identlfying each taxpayer payment received and the amount of MuniServices fees �
attributed to the taxpayer paymenk a check made payable to the City for the amount of fees collected less �
MuniServices'fees,and an invoice showing our contlngency fee.
3. Should there be any disputed payments MuniServices will work with City ro mu[ually resolve these issues. If the
resolution results in City's favor, MuniServices will refund the applicable portion of the fee ro Ciry within 10 days of
resol uti o n.
C. TaxAdministrationService
The fee for the Tax Administradon is determined by how many licenses the Ciry has and what the City ordinance is for
administrative fees.
MuniServices'compensalion for providing the Ta�c AdministraUOn Services shall be:
• A one-[ime set up fee of$2,500 plus$18.00 per license payment processed."*
The perlicense fee is adjusted at the beginningof each calendaryear by the percentage change in the Consumer Price Index -
West Urban (CPI-W U) as reported by the Bureau of Labor S[atisUCS. The ini5al CPI-WU used for the first CPI adjustrnent will
be the CPI-WU for[he month in which the agreemen[is fully signed. The adjus[ments thereafter will be based on the CPI-W U
from December of[he prior calendar year. Fach annual adjustrnent will not be less than two percent (2%) or grea[er than ten
percent(10%).
Included in the above compensatlon forTa�cAdministralion Services are:
1. Printlngand Mailingcosts (fornodficatlons, license issuance,etc.)
2. Ongoing database management and back-up(taepayer informatlon)
3. Formsprocessingandfundsdisbursemen[(securelockboxoperation)
4. Developmentandsupportofanon-Iinebusinesslicensefilingandpaymentapplicatlon.
** Discount- I�the City agrees to an initiul cond'act period of a minimum of Chree years then MuniServices shall waive the
$2,500 set u p fee.
Cost forsendine the orieinal license/aoolicaUOn to the Citv
MuniServices archives all original licenses/applicabons. If the City wants a copy of the original license/applicatlon,
MuniServices will charge the City a fee equal to$1.75 per business license/applicatlon forthe mailing or fauing.
Additional Consulting
The City may request that MuniServices provide addibonal consulUng services at any dme during the term of the Agreemen[
If MuniServices and City agree on the scope of the additlonal consultlng services requested then MuniServices shall provide
the addiVOnal consultlngon aTime and Materials basis.
Depending on the personnel assigned [o perform the work, MuniServices' standard hourly rates range from $75 per hour [o
$300 per houc The following are sample hourly rates based on the job dassificaHon:
• Principal:$300 per hour
• Client Services:$250 per hour
• InformatlonTechnology (IT) support:$200perhour
• Operatlonal Support:
o Director:$175 per hour
o Manager:$150 per hour
o SeniorAnalyst:$125perhour
o Analys[:$100perhour
o Administrative:$75perhour
These addidonal consulUng services will be imoiced at least monthly based on actual tlme and expenses incurred. All
reimbursable expenses shall receive prior approval from the City and shall be reimbursed atcostro MuniServices.
UMoh,CABLM 062773 �
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Ar[icle 5- City Obliga[ions �
9'he City agrees to: ��
1. Provide an electronic copy of'Ihe City's License Registratlon File and License Payment History file [o MuniServices,
together with any o[her informabon necessary for MuniServices to compute MuniServices' billing for services, in
electronic forntat, to MuniServices on no less than a quarterly basis during the term of the Agreement and thereaker
tbr so long as MuniServices' right to invoice for services rendered contlnues. (If MuniServices performs the Tax
Administration service for the City, going forward, MuniServices will have the access[o the Registradon and Payment
files);
2. Use reasonable and diligent efforts to collect, or[o assist MuniServices in the collectlon of, deficiencies identlfied by
MuniServices putsuant to this Agreement For accounts tha[remain uncollected af[er MuniServices has exhausred its
efforts to collect through the standard process, MuniServices and the City may mutually agree ro special procedures
that will make further attempts to collect amounts sbll outstanding. Typically, these processes will be implemented
by MuniServices; and
3. Notify MuniServices within 10 days following receipt by Che City of payments, if [here is any, resulUng from I�
deficiencies identified by MuniServices. Because MuniServices' Discovery and Audit Services may resule in collection
of deficiencies after rermination of the Agreement the City's obligabon ro collect fees and noufy MuniServices, and
MuniServices'right ro continue to receive contingency fees,shall survive[erminaUOn of[he Agreement for any reason.
The City shall have the right, at the Ciry's opbon, to elect not to proceed with recovery of any identified deficiencies.
Deficiencies which are uncollecuble due to insolventy or dissolution of the entlty liable, or for deficiencies which are
othenvise incapable ofcollecbon(e.g.statureof limitatlons expiratlon orotherlegal defense and relocabon outofthe County's
jurisdiction) shall not be considered an "elecbon" by the City for the purposes of this Agreement For deficiencies o[herwise
collectable but for which the Ciry elects not to collect,the City shall noufy MuniServices of its election not to pursue("waive")
collectlon of said deficiencies. MuniServices shall be entltled m one-half('h) of the fee MuniServices would have been entiUed
to for the waived portion of the deficiency except when cost of recovery exceeds the deficienty in the sole discreaon of the
City.
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Ukiah,G'ABLM 062713 �
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EXHIBIT A
DISTRIBUTION CONFIRMATION
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June 27, 2013
City oFUkiah
Attn: Ian Roth,Asst Finance Director
300 Seminary Avenue
Ukiah,CA 95482
Dear M r.Roth:
Funds will 6e distributed in the followingaccounts pursuant[o [his agreement:
Agency Routing# Account# Distribution% Tax Type/Rate Code
100% Business License
If at any bme there are any discrepancies be[ween theschedulesetou[above and your Municipality's records,please no[ify us
in wnting immediately.
IT IS YOUR RESPONSIBILITY TO PROVIDE NOTICE TO US OF ANY CHANGES IN THE DISTRIBUTION OF FUNDS. NOTICE
MUST BE IN WRITING AND SENT,V!A CERTIFIED MAIL, TO:
MuniServires, LLC
Z317Third Avenue North, Suire 200
6irmingham,AI. 35203
Attn.:Kennon Walthall, C00&SVP,Operauons
Thank you for your assistance. If you have any questions,or if I may be of assistance, please let me know.
Si nce rely Yo urs,
Connie Taylor, Client Relations Manager
MuniServices
(Phone):Z05-h23-4144
(Fax): 205-423-4097
(E-mail): ctavlor(a�revds.com
1 have reviewed the above disMbubon and verify that it is correct
Ry:
Name:
Titic:
Ukioh,CABIM 062713 g
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� ATTACHMENT2 �
GENERAL PROVISIONS I
Article 1
Within S business days after signing You will designate,in writing,onc individual to whom we may �i
[his agreement address communications concerning thisAgreement.This person or
such person's designee will be the principal point of contact for us in ''�
obtaining decisions,information,approvals,and acceptances.
10 business days af[e�you receive You have until this date to dispute in the invoice,or a portion of it, in
ourimoice. writing. Your written dispute mustbe post-marked by[his date and .
. must be sent to the addresses in paragraph 1 of the Agreement. �
�. (Paragraph 1 is loca[ed on the front page of the agreement and is
titled "Us".J
10 business days after we receive We will either correc[the error or explain to you why we think[he
your written notice that you invoice is correct. During this time,we will not try to mllect the
dispu[eaninvoiceorpartofan amountbeingdisputed.
invoice.
30 days after receiving our invoice. You must pay our invoice(s)by this date. Ifyou do not pay by that
� time,we have[he right to charge you in[erestat the rate of one and
� one-half percent(1.5%) per month,or the maximum amount
permitted by law,on any amoun[s you do not pay within thirty days.
If we refer your accoun[to an attorney for collection of past due
amounts,we may charge you for our reasonable attorney fees,
including costs for a[[orneys who are employed by us,and court costs
incurred by us to[he extent permitted by law.Any settlement of your
account balance for Icss than what is owed requires our written
consent.
40 days after receiving our invoice If you have not paid,and have not disputed an invoice as provided I
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above,[hen we may terminatethis Agreement with no further no[icc I
and we have no further obligation to you. i
� When you provide us with By providing informabon,the providing party represents that:
information for use in the Services. . is has the righ[to provide the information without violating li
the rights of[hird-parties; I
• its release of the information does no[violate any applicahle
laws and regulations; and
• m[he best of i[s knowled e the information is accurate and
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no[defamatory.
The providing party will notify the recipient party if there is a
material change in the information provided.
� If we send you a report or other You will review all repor[s we provide to you in a[imely fashion and
.. deliverable. you will notify us immediately ifyou find a discrepancy in any of the 'i
� information we have provided to you. Upon payment therefore,wc
� will grant you all right,[itle,and interest in and to[he reports, charts,
graphs,and other delivcrables we are requimd [o produce under Ihis �
� Agreement. I
�� Uldah,CABLM 062773 9 ��
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While the Agreemen[is effective. We will keep in full force and effect insurance
coverage during the term of this Agreemen[including
without limitation statutory workers'compensa[ion
insurance; employer's liability and commercial
general liability insurance; comprehensive
automobile liability insurance; professional liability
and fidelity insurance.You may at any time request
copies of our certifica[es.
90-days after prior written notice. This Agreement terminates for mnvenience but only if the
terminating parry sends the no[ice[o[he person designated to
receive notices under this Agreement(see paragraph 1 or 2,as
applicable,ofthis Agreement).
After�ving written noticeof a The non-breaching partymay immediately termina[ethis Agreement
breach other than a failure to pay. if:
• the written notice of the breach was sent to the person
designated to receive notices for the breaching party under
this Agreement(see paragraph 1 or 2,as applicable,of this
Agreement); and Che breach is no[your failure to pay(that
si[ua[ion is addressed separately below.); and
• the breadi has not been cured in a reasonable time after the
breaching party received notice.
Ordinarily, 30 days will be a reasonable time to cure the breach but if
the party receiving notice of the breach can demonstrate that the
breach will take more[han 30 days[o cure,the non-breaching party
and breaching party will agree on an extended period to cure[he
breach.
After[he occurrence of a"financial A party may terminate[his Agreement immediately if che o[her party
default" experiences a"financial default." A"financial default"means:
• a ma[erial adverse change in a party's financial condi[ion[ha[
adversely affects i[s ability to perform hereunder; or
• a party becomes or is declared insolvent or bankrupt; or
• a party is the subject of any proceedings relatlng to
liquidation or insolvency or for the appointment of a receiver,
or
• a party makes an assignment for the benefit of all or
substantlally all of its creditors; or
• a party enters in[o an agreement for the composition,
extension,or readjustment ofall or substantiallyall of its
obligations.
If you experience a"financial default"then we may,at our op[ion,
declare the entire outstanding amounts and costs owing to us
hereunder immediately due and pavable.
This Agreement is terminated or You remain obligated to: (1J pay us for Services performed through
e�cpires. the effective date of the[ermination or expiration; (2)if applicable,
provide us wi[h all [he information necessary for us to calcula[e what
you owe us on revenue you receive aker the termination or
expiration; and(3)if applicable pay invoices we send you after the
expiration or[erminatlon of this Agreement for Services performed
before termination or expiration or for continuing payments required
by the Scope of Work or for both.
Ukiah,CABLM 0G2713 �p
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Article 11. The pardes also agree to the following miscellaneous terms. I
1. lndependent Contractoc We are an independent 8. Public Releose and Stotemen[s. Neitheryou nor we ,.
contractoc No[hing in this Agreement is [o be nor each of our representatives or agents shall I
interpreted as: creating the relationship of employer disseminate any oral or writ[en advertisement,
and employee be[ween you and us or between you and endorsement or other marketing material relating to
any of our employees or agents; or crea[ing a each other's activities under[his Agreement wi[hou[the �
partnership or joint venture be[ween you and us We prior written approval of the other party. Neither party �
are responsible for any subcontractors we use in shall make any public release or statement concerning
performing Services for you and we are solely the subject matter of this Agreement without the
responsible to pay those subcon[ractors. We may express written consent and approval of the other
perform similar services for others during this party. No party or its agent will use the name, mark or
Agreemen[ and you agree [hat our representation of logo of the other party in any advertisement or printed
other government sector clients is not a conFlict of solicitation without ftrst having prior written approval
interest. of the other party. The par[ies shall take reasonable I
2. Compliance with Laws. The parties agree [o comply efforts to ensure [hat i[s subcontractors shall no[ �
with all applicable local, state and federal laws and disseminate any oral or written advertlsement, �
regulations during the tenn of this Agreement. endorsement or other marketing materials referencing
3. Intellectual Property. We retain all righk title, and or relating to the other party without that party's prior
interes[ in and ro the processes, procedures, models, written approval. In addition, [he pacties agree tha[
inven[ions, sokware, ideas, know-how, and any and all their mntracts with all subcontractors will include '
other pa[en[able or copyrigh[able material used, appropriate provisions to ensure compliance with the
developed,or reduced to pracdce in the performance of restric[ions of this Section. ,
this Agreement 9. Entire Agreement. This Agreement is the entire
4. Waiver. Either party's failure to insist upon strict Agreement between us and you for [he Service(s). This ,
performance of any provision of this Agreement are not Agreement supersedes and replaces any prior
to be construed as a waiver of [ha[ or any other of a Agreements, of whatever kind or nature, for the
party's rights undcr this Agreement at any la[er date or Service(s) Any prior Agreements, discussions, or �
time. representations not expressly set forth in this
5. Force Majeure. Neither party is liable for failing to Agreement are of no force or effec[. No additional terms,
perform i[s obligations hereunder (other than payment Purchase Order Terms and Conditions, or oral or �
obligations) where performance is delayed or hindered written representations of any kind are of any force and
by war, riots,embargoes,strikes or acts of its vendors or effect unless in writing and si�ed with the same
suppliers, accidents, ac[s of God, or any other event formalityasthisAgreement I
beyond i[s reasonable control. 10. No Oral Modification. No modification of this i
6. Counterparts. This Agreement may be signed in Agreement is effective unless set forth in writing and
separate counterparts including facsimile copies. Each signed with the same formality as this Agreement.
coun[erpart (including facsimile copies) is deemed an 11. lnvolidity. If any provision of this Agreement is
original and all counterpar[s are deemed on and [he de[ermined to be invalid, illegal, or unenforceable, [he '�
same instrumen[and legallybinding on the partles. remaining provisions of this Agreemen[ remain in full i
7. Assignment. MuniServices may assign this force, if the essential provisions of this Agreemen[ for �i
Agreement,in whole or in part,without your consent to each party remain valid,binding,and enforceable. '�
any corpore[ion or entity into which or with which 12. Construction. This Agreement is to be construed in
MuniServices has merged or consolidated; any parent, accordance wi[h the laws of the S[a[e of CaliFornia ,
subsidiary, successor or affilia[ed corpora[ion of wi[houtregard[oitsconflictoflawsprincipals. ,
MuniServices; or any mrporation or entity which 13. Heodings. The section headings herein are tbr 'll
acquires all or substantially all of the asse[s of convenience and reference purposes only and are not to
MuniServices. Subject to the foregoing, this Agreement serve as a basis for construction or in[erpre[ation.
shall be binding upon and inure to the benetit of the
parties and [heir successors or assigns.
UM'ah,C�t BLM 062773 11
Attachment 3
MuniServices Helpful Conhacts
Contact Pro'ectRole Phone Email
Ma FI nn ClientServicesMana er 559.271.6809 ma .Fl nn muniservices.com
Patrick Scott VP Client Services<C 856.251.1066 patrickscott�muniservices.com
Executive eM 4045
Dou ensen SVP Client Services 559.288.8943 dou�. ensen u�muniservices.corn
Christy Cato VP Tax Administration 205.423.4136 ccatoC�revds.com
CarolDyar TaxAdministra[ion 205.423.4145 cdvarC�+�revds.com
Mana er
Tony Unger LTC Project Manager 559.271.6829 tony.un�er(u�muniservices.com
Billin De artment 757.321.2517 acct a ortfoliorecove .com
Patricia A.Dunn Contracts Mana er 559.271.6852 atricia.dunn muniservices.com
Ukiah,CA BLM 062713 �z
