HomeMy WebLinkAboutMuniServices, LLC 2013-06-27MuniServices, LLC
Consultant Services Agreement
1. Us.
We are MuniServices, LLC, a Delaware limited
liability company, and a wholly owned subsidiary
of Portfolio Recovery Associates, Inc.; with an
office at 7625 N. Palm Avenue, Suite 108, Fresno,
California 93711. In this Agreement we are
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
the "Parties."
If you need to contact us a short list of helpful
contacts is attached as Attachment 3.
If you are sending us a notice required by this
Agreement, send it to:
MuniServices, LLC
Attn: Lega'. D aro rrtrnent
762 5 M. A vanue, Suite 100
Fresno, CA 93711
Facsimile. 559.3;1..2.2852
Email; LEgT
,L,rr,,,,-uniservices.c
When providing ;notice to us, you must also
provide a copy of the notice to: PRA General
Counsel, 120 Corporate Blvd., Suite 100, Norfolk,
VA 23502. All notices, including notices of
address changes, provided under this Agreement
are deemed received on the third day after mailing
if sent by regular mail, or the next day if sent
overnight delivery. We do not accept notices by
email or facsimile. Notice of rate changes -or
distribution changes must be sent by certified
mail.
2. You.
You are the City of Ukiah. You are a municipal
corporation of the State of California. In this
Agreement we will refer to you as "you", "your",
"yours". if we are sending you a notice required
by this Agreement, we will send it to:
Ukiah, CA BLM 062713
( L -At 1314 2-0 1
City of Ukiah
Attn: Ian Roth, Asst. Finance Director
300 Seminary Avenue
Ukiah, CA 95482
Facsimile: 707.463.6204
Email: froth cityoftakiah.cQ
3. Our Services and your payment.
We will provide you with the services listed in
Attachment 1(the "Services"). You will pay us the
fees listed in that same Attachment. If we are
providing more than one Service, each service will
have a separate attachment and will be labeled
Attachment 1-1,1-2, etc.
4. What our Services do not include,
We do not provide to you or any third -parties any
legal advice or services. We also do not provide
tax advice to you or third parties. Also we cannot
and therefore do not establish: the tax rates due
from taxpayers; and the penalties and fees that are
assessed against taxpayers (though we will
calculate these ahnounts for you as part of the
Services once you have established the rates). We
also do not determine either the amount of
refunds or the proper government account(s) that
taxpayer receipts shall be deposited into,
5. Terra of this Agreement.
The initial term of this Agreement begins on
. 2013 (the "Effective Date")
and continues for a period of three years from the
Effective Date unless otherwise terminated as
indicated in the General Provisions in Attachment
2, Article 1 Thereafter this Agreement will
automatically renew for successive three year
terms (each a "Renewal Term"). You shall have the
right to terminate this Agreement in any fiscal
year (July 1 -June 30), if your City Council does not
appropriate funds in the budget approved for that
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
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. If 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
By:_
o. ensen, SVP Client Services
Ukiah, CA BLM 062713
City of Ukiah
a Municipal Corporation
Title:
ATTACHMENT 1
Business License Tax Management Services
Article 1 -Objectives and Methods
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, setup of new accounts, identification, review, tracking and posting.
Article 2 - Scope of Work
MuniServices Business 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 tax
enforcement procedures. It does not replace current functions, but provides a focused full -time solution to the identification of
entities subject to the City's local business tax which are not properly registered, or otherwise not repo rtingbusiness taxes to
City. In performing the Discovery Services, MuniServices shall:
1. Establish a comprehensive inventory of the entities subject to taxation by the City and the database elements needed
to facilitate a comprehensive comparative analysis with the City's records of those entities that are properly
registered;
2, Compare MuniServices' database of business records with City records to identify potential non -reporting and
non -registered entities subject to taxation;
3. For each unregistered ornon-reporting entity identified and confirmed, assistthe entity, as necessary, to complete the
City's applicable registration form(s) and deterinine the amount of tax due for current and prior periods (plus
applicable interest and penalties, where appropriate);
4. Ensure that all submitted registration fortis are completed correctly and in their entirety;
S. Forward all completed registration forms and associated payments to the City in batches at the frequency directed by
the City;
6. Collect elle amount of identified deficiencies, togethervAth supportingdocumentation;
7. Establish .a call center open during normal business hours to assist entities regarding questions concerning
application of the City's taxes and entity's reporting and remittance requirements;
8. Educate entity regarding the City's reporting requirements to prevent recurring deficiencies in future years;
9. Contact personnel in sales, operations and/or tax accounting at each target business to determine whether a business
license fee is due, when necessary and appropriate. This is accomplished with the highest regard to discretion and
professional conduct. MuniServices' business license audits are predicated on anon -controversial, constructive public
relations approach that emphasizes the importance of each business to the City and the mutual benefits of correcting
non -reporting errors;
10. Provide reports addressing each taxpayer not reporting, including the business name, address, and telephone number
to the City; and
11. Monitor and analyze the business license registration files of the City each quarter in order to determine
non -reporting businesses.
Ukiah, CABLM 062713
B, Deficiency Audit Services, The Audit service is designed to identify entities subject to the City's business tax that are not
properly reporting the full amount of tax to which they are subject to under the City's ordinances. Audit services identify
entities that are potentially underreporting their business taxes, or not reporting all applicable taxes, and MuniServices
reviews the entity's records to ensure compliance with City's taxes. In performing the Auditseavices, MuniServices shall:
1. Establish a comprehensive inventory of the registered entities subject to taxation by City and the database elements
needed to facilitate an analysis of each entity's current and prior year's tax remittance records;
2. Compare MuniServices records with City records to identify potential under -reporting entities subjectto taxation;
3. Meet with designated City staff to review and discuss potential audit candidates and mutually agree which entities
will be subject to review;
4, For potential under -reporting entities identified, obtain authorization from City to conduct review of the entities'
records and determine the amount of tax due for current and prior periods (plus applicable interest and penalties,
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;
h. Invoice entity (including supporting documentation) on behalf of City for the amount of identified deficiencies, with
payment to be remitted to City or to MuniServices; and
7. Educate entity regarding Cit s reporting requirements to prevent recurring deficiencies in future years;
C. Tax Administration. In addition to the above comprehensive Discovery Services and Deficiency Audit Services,
MuniServices will also provide the City with a complete turn -key Tax Administration program related to the City's business tax
processing, renewals, collections, and on-going monitoring and administration of the business tax. The service will be
performed utilizing MuniServices' in'�ernal programs and processes. The following are processes and procedures that
i,IuniServices performs for the City on a wrn ;fey Tax Administration program:
i. Slices Performed: MuniServices will perform remittance processing for the collection of Business Licenses,
2. Ta�paver NotificationaT+?; ?;r;, itattce; MuniServices will send individualized tax forms to all hrm=.vn taxpayers,
Taxpayers will remit payment; to the City addressed to a P.O. Box that will be setup by NluniServices. Upon
reasonable notice to City, MuniServices may change the P.O. Box for the City payments.
3. Deposit Process: Deposits are made to the extent that funds have been received, via Automated Clearing House of the
amounts and to the designated recipients as instructed by the City, as shown in more detail on Exhibit A. The
amounts deposited will be the amounts received less MuniServices fees for the tax administration service.
f, Pos 'ng Process: Taxpayer accounts are posted with payment information captured in the MuniServices' revenue
system. Additional information such as net sales, deductions, credit sales, measure of tax, name change and address
change are captured and added to payment data and taxpayer master file (as determined necessary by MuniServices).
Late payments (postmarked by U.S. Postal Service after due date) are invoiced at penalty amounts required by City's
ordinances. Under -payments are invoiced for remaining tax due plus any required penalties.
5, Changes 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 addition, MuniServices shall provide documentation confirming each change under the
preceding sentence with the first monthly report reflecting 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 the steps necessary to Ensure that designated recipients receive
the amounts intended by City.
Ukiah, CABLM 062713
G. [Votitjcarinn. Rennrtinrn : MuniServices will provide City with monthly reports including, but not limited to,
payment listings showing all monies received, a detail and summary reconciliation report that corresponds to City's
account numbers and all fees paid to MuniServices,
7. Twmaver service; MuniServices will provide a taxpayer assistance number for taxpayer questions.
Article 3 - DeIiverables
MunlServices shall provide the City with audit progress reports to include the following:
1, Status of work in progress, including copies of reports provided to taxpayers/ intermediaries addressing each
reporting error/omission individually, including where applicable the business name, address, telephone number,
account identification number, individuals contacted, date(s) of contact, nature of business, reason(s) for
error/omission and recommended corrective procedure;
2. Actual revenue produced for the City by MuniServices' service on a quarterly and cumulative basis;
3. Projected revenue forthcoming to the City as a result of MuniServices' audit service, specified according to source,
timing, and one-time versus ongoing; and
4. Alphabetical listing of all errors/omissions detected for the City by MuniServices, including the account number,
correction status, payment amount received by the City, period to which payment is related and payment type (e.g„
reallocation, deficiency assessment) for each one.
Commencement off;ervices
MuniServices shall commence project planning within 10 days of full execution of this Agreement. After the Workplan: is
developed MuniServices will begin providing the Discovery, Audit and Tax AdminisLration services described above.
MuniServices' obligation to provide services is contingent on the City providing the necessary information and cooperation.
Article 4 - Compensation
A. Discovery Services
MuniServices' compensation for providing Discovery Services shall be a contingency fee of }0% of the additional revenue
received by the City from the services. The 40% shall apply to the current tax year, all eligible prior period revenues, and any
applicable penalties, interest, and late charges. The contingency fee only applies to revenge actually received by the City. The
term "current tax year" shall mean the most recent talyearfor which local taxes are due and payable to the City, and in whi ch
MuniServices has identified deficiencies,
B. Deficiency Audit Services
MuniServices' compensation for the Audit Service shall be a contingency fee of 40/0. The 40% contingency fee will apply to
revenue received by the City as a result of deficiencies -identified in the review and shall include any eligible prior perio d
revenues togetherwith all applicable penalties, interestand late charges. The City agrees to use reasonable and diligent efforts
to collect deficiencies identified by MuniServices except when the costof recovery exceeds the deficiency in the sole discretion
of the City.
Taxpayers' Payorent�_S aid invgigeVroress Related to Discovery and Deficiency Audit Services
The following section describes how MuniServices handles the taxpayers' payments, and invoices the City for its fees related to
the Discovery and Deficiency Audit Services:
1. Taxpayers' payments received by MuniServices will be deposited into a general escrow account maintained by
MuniServices. The taxpayers' payments deposited into the escrow account will be remitted to the City on a monthly
basis net of MuniServices fees.
Ukiah, CABLM 062713
2, MuniServices will send to the City a remittance package no less frequently than once per month that may contain
MuniServices' generated report identifying each taxpayer payment received and the amount of MuniServices fees
attributed to the taxpayer payment, a check made payable to the City for the amount of fees collected less
MuniServices' fees, and an invoice showing our contingency fee,
3. Should there be any disputed payments MuniServices will work with City to mutually resolve these issues. If the
resolution results in City's favor, MuniServices will refund the applicable portion of the fee to City within 10 days of
resolutio n.
C. Tax AdminlAration Service
The fee for the Tax Administration is determined by how many licenses the City has and what the City ordinance is for
administrative fees.
MuniServices' compensation for providing the Tax Administration Services shall be:
A one-time set up fee of $2,500 plus $15,00 per license payment processed. **
The per -license fee is adjusted at the beginning of each calendaryear by the percentage change in the Consumer Price Index -
West Urban (CPI-WU) as reported by the Bureau of Labor Statistics. The initial CPI-WU used for the first CPI adjustment will
be the CPI-WU for the month in which the agreement is fully signed, The adjustments thereafter will be based on the CPI -WU
from December of the prior calendar year. Each annual adjustment will not be less than two percent (2%) or greater than ten
percent (10%).
included in the above compensation for Tax Administration Services are:
1, Printing and Mailing costs (for notifications, license issuance, etc.)
2.. Ongoing database managem ent and back-up (taxpayer information)
3. Forms processing and funds disbursement (secure lockbox op erasion)
4, Development and support ofan on-line business license filing and payment application.
'r` IJiscount - If the Qty agrees to an initial contract period of a minimzmi of three years then MuniServices shall Waive the
500setupfee, -
Cnsrfo_� Seit ink the or]mnal lic nt E/;pultcatign to the City
MuniServices archives all original licenses/applications. If the City wants a copy of the original license/application,
MuniServices will charge the City a fee equal to $1,75 per business license/application for the mailing or faxing,
Additional Consulting
The City may request that MuniServices provide additional consulting services at anytime during the term of the Agreement
If MuniServices and City agree on the scope of the additional consulting services requested, then MuniServices shall provide
the additional consulting on a Time and Materials basis.
Depending on the personnel assigned to perform the work, MuniServices' standard hourly rates range from $75 per hour to
$300 per hour. The following are sample hourly rates based on the job classification;
+ Principal: $300 per hour
® Client Services: $250 perhour
Information Technology (IT) support: $200 per hour
Operational Support:
a Director: $175 per hour
• Manager: $150 per hour
• Senior Analyst; $125 per hour
o Analyst: $100 per hour
o Administrative: $75 perhour
These additional consulting services will be invoiced at least monthly based on actual time and expenses incurred. All
reimbursable expenses shall receive prior approval from the City and shall be reimbursed at costto MuniServices,
Ukiah, CABLM 062713 6
Article 5— City Obligations
The City agrees to:
1. Provide an electronic copy of the City's License Registration File and License Payment History file to itiiuniServices,
together with any other information necessary for MuniServices to compute MuniServices' billing for services, in
electronic format, to MuniServices on no less than a quarterly basis during the term of the Agreement and thereafter
for so long as MuniServices' right to invoice for services rendered continues. (If MuniServices perforans the Tax
Administration service forthe City, going forward, MuniServices will have the access to the Registration and Payment
files);
1. Use reasonable and diligent efforts to collect, or to assist MuniServices in the collection of, deficiencies identified by
MuniServices pursuant to this Agreement For accounts that remain uncollected after MuniServices has exhausted its
efforts to collect through the standard process, MuniServices and the City may mutually agree to special procedures
that will make further attempts to collect amounts still outstanding. Typically, these processes will be implemented
by MuniServices; and
3. Notify MuniServices within 10 days following receipt by the City of payments, if there is any, resulting from
deficiencies identifled by MuniServices. Because MuniServices' Discovery and Audit Services may result in collection
of deficiencies after termination of the Agreement, the City's obligation to collect fees and notify MuniServices, and
MuniServices' right to continue to receive contingency fees, shall survive termination of the Agreement fo r any reason.
The City shall have the right, at the City's option, to elect not to proceed with recovery of any identified deficiencies.
Deficiencies which are uncollectible due to insolvency or dissolution of the entity liable, or for deficiencies which are
otherwise incapable of collection (e.g. statute of limitations expiration or other legal defense and relocation out of the County's
jurisdiction) shall not he considered an "election" by the City for the purposes of this Agreement For deficiencies otherwise
collectable but for which the City el ects not to collect, the City shall notify MuniServices of its election not to pursue ("waive")
collection of said deficiencies. MuniServices shall be entitled to one-half (1h) of the fee MuniServices would have been entitled
to for the waived pon'ion of the deficiency except when cost of recovery exceeds the deficiency in the sole discretion of the
City.
Ukiah, CA BLM 062713
EXHIBIT A
DISTRIBUTION CONFIRMATION
June 27, 2013
City of Ukiah
Attn: Ian Roth, Asst Finance Director
300 Seminary Avenue
Ukiah, CA 95482
Dear Mr. Roth:
Funds will be distributed in the following accounts pursuant to this agreement:
Agency
Routing #
Account # Distribution %
Tax Type/Rate Code
100%
Business License
If at any time there are any discrepancies between the schedule s et out above and your, Municipality's records, pleas e notify us
in wrid ng immediately.
IT IS YOUR RESPONSIBILITY TO PROTIDE NOTICE TO US OF ANY CfLANGES IN THE DISTRIBUTION OF FUNDS, NOTICE
MUST BE IN WRITINGAND SENT, VIA L`F,f TIFIED MAIL, TO:
MuniServices, LLC
2317 Third Avenue North, Suite 200
Birmingham, AL 35203
Attn.: Kennon Walthall, COO&SVP, Operadons
Thank you for your assistance. If you have any questions, orif I maybe of assistance, please let me know.
Sincerely Yours,
Connie Taylor, Client Relations Manager
MuniServices
(Phone):205-423-4144
(Fax) : 205-423-4097
(E-mail): ctaylor@revds.com
I have reviewed the above distribution and verify that itis correct.
Name:
Title:
Ukiah, CA BLM 062713 a
ATTAt:U IENT 2
GENERAL PROVISIONS
Article 1
Within 5 business days after signing You will designate, in writing, one individual to whom we may
this 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 after you receive
You have until this date to dispute in the invoice, or a portion of it, in
ourinvoice.
writing. Your written dispute must be post -marked by this date and
must be sent to the addresses in paragraph 1 of the Agreement.
(Paragraph 1 is located on the front page of the agreement and is
titled "Us".)
10 business days after we receive
We will either correct the error or explain to you why we think the
your written notice that you
invoice is correct. Duringthis time, we will not try to collect the
dispute an invoice or part of an
amount being disputed,
invoice.
30 days after receiving our invoice.
You must pay our invoice(s) by this date. If you do not pay by that
time, we have the right to charge you interest at the rate of one and
one-half percent (1.5%) per month, or the maximum arnount
permitted by law, on any amounts you do not pay within thirty days.
If we refer your account to an attorney for collection of past due
amounts, we may charge you for our reasonable attorney fees,
including costs for attorneys who are employed by us, and court costs
incurred by us to the extent permitted by lav,. Any settlement of your
account balance for less than what is owed requires our written
consent,
40 days after rectiMnm invoice If you have not paid, and have not disputed an invoice as provided - -
above, then we may terminate this Agreement with no further notice
and we have no further obligation to you. _
When yo u provide us , 71,11 By providing information, the providing party represents that,
information for use In tl;2 > er ,ices. . is has the right to provide the information without violating
the rights of third -parties;
a. its release of the information does not violate any applicable
laws and regulations; and
to the best of its knowledge the information is accurate and
not 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 reports we provide to you in a timely fashion and
deliverable. you will notify us immediately if you find a discrepancy in any of the
information we have provided to you. Upon payment therefore, we
will grant you all right, title, and interest in and to the reports, charts,
graphs, and other deliverables we are required to produce under this
Agreement.
Ukiah, CABLM 062713
While the Agreement is effective.
We will keep in full force and effect insurance
coverage during the term of this Agreement including
without limitation statutory workers' compensation
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 certificates.
90 -days after prior written notice. This Agreement terminates for convenience but only if the
terminating party sends the notice to the person designated to
receive notices under this Agreement (see paragraph 1 or 2, as
applicable, of this Agreement).
After gbAng written notice of a The non -breaching party may immediately terminate this 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 the breach is not your failure to pay (that
situation is addressed separately below.); and
the breach 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 than 30 days to cure, the non -breaching party
and breaching party will agree or, an extended period to cure the
_ breach,
After flee occurTence of a "financial A party mayterminate this Agreement immediately if the other party
defauR" experiences a "financial default." A "financial default" means;
-- - a material adverse change in party's financial condition tha —
adversely affects its ability to perform hereunder; or
a party becomes or is declared insolvent or bankrupt; or
a party is the subject of any proceedings relating to
liquidation or insolvency or for the appointment of a receiver;
or
a party makes an assignment for the benefit of all or
substantially all of its creditors; or
a party enters into an agreement for the composition,
extension, or readjustment of all or substantially all of its
obligations.
If you experience a "financial default" then we may, at our option,
declare the entire outstanding amounts and costs owing to us
hereunder immediately due and payable.
This Agreement is terminated or You remain obligated to; (1) pay us for Services performed through
expires. the effective date of the termination or expiration; (2) if applicable,
provide us with all the information necessary for us to calculate what
you owe us on revenue you receive after the termination or
expiration; and (3) if applicable pay invoices we send you after the
expiration or termination 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 062713 10
Article ]I. The parties also agree to the following miscellaneous terms.
1, Independent Contractor. We are an independent
contractor. Nothing in this Agreement is to be
interpreted as: creating the relationship of employer
and employee between you and us or between you and
any of our employees or agents; or creating a
partnership or joint venture between you and us We
are responsible for any subcontractors we use in
performing Services for you and we are solely
responsible to pay those subcontractors. We may
perform similar services for others during this
Agreement and you agree that our representation of
other government sector clients is not a conflict of
interest.
2, Compliance with Latins. The parties agree to comply
with all applicable local, state and federal laws and
regulations during the term of this Agreement.
3. Intellectual Property. We retain all right, title, and
Interest in and to the processes, procedures, models,
inventions, software, ideas, know-how, and any and all
other patentable or copyrightable material used,
developed, or reduced to practice in the performance of
this Agreement
r. Waiver. Either party's failure to insist upon strict
performance of any provision of this Agreement are not
to be construed as a waiver of that or any other of a
party's rights under this Ag-ement at any later date or
time,
5. Force Majeure. Neit'_her-p?-Irty is liable for failing to
perform its obligations hereunder (other than payment
obligations) where performance is delayed or hindered
by war, riots, embargoes, strikes or acts of its vendors or
suppliers, accidents, acts of God, or any other event
beyond its reasonable control.
o. Counterparts, This Agreement may be signed in
separate counterparts includJng facsimile copies. Each
counterpart Cincluding facsimile copies) is deemed an
original and all counterparts are deemed on and the
same instrument and legallybinding on the parties.
7. Assignment. MuniServices may assign this
Agreement, in whole or in part, without your consent to
any corporation or entity into which or with which
MuniServices has merged or consolidated; any parent,
subsidiary, successor or affiliated corporation of
MuniServices; or any corporation or entity which
acquires all or substantially all of the assets of
MuniServices. Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the
parties and their successors or assigns.
8, Public Release and Statements. Neither you nor we
nor each of our representatives or agents shall
disseminate any oral or written advertisement,
endorsement or other marketing material relating to
each other's activities under this Agreement without the
prior written approval of the other party. Neither party
shall make any public release or statement concerning
the subject matter of this Agreement without the
express written consent and approval of the other
party. No party or its agent will use the name, mark or
logo of the other party in any advertisement or printed
solicitation without first having prior written approval
of the other party. The parties shall take reasonable
efforts to ensure that its subcontractors shall not
disseminate any oral or written advertisement,
endorsement or other marketing materials referencing
or relating to the other party without that party's prior
written approval. In addition, the parties agree that
their contracts with all subcontractors will include
appropriate provisions to ensure compliance with the
restrictions of this Section.
9. Entire Agreement, This Agreement is the entire
Agreement between us and you: for the Service(s), This
Agreement supersedes and replaces any prior
Agreements, of whatever kind or nature, for the
Service(s) Any prior Agreements, discussions, or
representations not expressly set forth in this
_— c,Treernent are of no force or effect. No additional terms,
urchasa Order Terms and Conditions, or oral or
written representations of any kind are of any force and
effect unless in writing and signed with the same
formality as thisAgreement
10, No Oral Modifcation No modification of this
Agreement is effective unless set forth in writing and
signed with the same formality as this Agreement,
11. Invalidity. If any provision of this Agreement is
determined to be invalid, illegal, or unenforceable, the
remaining provisions of this Agreement remain in full
force, if the essential provisions of this Agreement for
each party remain valid, binding, and enforceable.
12. Construction. This Agreement is to be construed in
accordance with the laws of the State of California
without regard to its conflict of laws principals,
13. Headings, The section headings herein are for
convenience and reference purposes only and are not to
serve as a basis for construction or interpretation.
Uldah, CABLM 062713 11
Attachment 3
MuniServices Helpful Contacts
ContactPro
ectRole
Phone
Email
Maa Flynn �
Client Services Manager
559.271.6809
mg .fl,_nit a linin . ervices.c_ozrt
Patrick Scott
VP Client Services <C
Executive
856.251.1066
ext 4045
nat:iclf.sca7tttttut�Iseryice,. corp
Doug Jensen
SVP Client Services
559.288.8943
doujensenamwii rvice,.cdc
Christy Cato
VP Tax Administration
205.423,4136
ccc�e�ds.cotn
Carol Dyar
Tax Administration
Manager
205.423,4145
{ + a3 evd.cotn
Tony Unger
LTC Project Manager
559.271.6829
tone m ep E&iuniseryices.cortl
BillingDe artment
757.321.2517
acct a1 a, o n 'orecove c.
unise ices.cait
Patricia A. Dunn
I Contracts Manager
559.271.6852atricia.dunn
Ukiah, CABLM 062713 12