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HomeMy WebLinkAboutPR 18220: 2 YEAR CONSULTING CONTRACT WITH MUNISERVICES, LOCAL HOTEL OCCUPANCY TAX AUDIT SERVICES City of Port Arthur Memorandum To: John Comeaux, P.E., Interim City Manager • From: Deborah Echols, Director of Finance be Date: February 28, 2014 Re: PR 18220 I recommend that the City Council adopt Proposed Resolution 18220 authorizing a two -year consulting contract for the services of MuniServices, LLC for Local Hotel Occupancy Tax Audit and administration services in an amount not to exceed $15,000 per year. S:\ Finance\Resolutions\Muniservices Contract PR 15638.doc 2 P.R. 18220 2/28/14 AST RESOLUTION NO. A RESOLUTION AUTHORIZING A TWO -YEAR CONSULTING CONTRACT WITH MUNISERVICES, LLC FOR LOCAL HOTEL OCCUPANCY TAX AUDIT AND ADMINISTRATION SERVICES IN AN AMOUNT NOT TO EXCEED $15,000.00 PER YEAR ACCOUNT NO. 140 - 1405 - 551.59 -00 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: THAT the City Manager of the City of Port Arthur is hereby authorized and directed to execute on behalf of the City of Port Arthur a consulting contract between the City and MuniServices Local Hotel Occupancy Tax and Hospitality Consulting Program to assist the city in realizing all of the lodging tax revenue to which it is entitled and to administer hotel motel tax collections; and, THAT a copy of said contract is attached hereto and made a part hereof as Exhibit "A "; and, THAT a copy of the caption of this resolution be spread upon the Minutes of the City Council. READ, ADOPTED, AND APPROVED, this day of March, 2014, A.D., at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES: Mayor: Council members: NOES: Deloris Prince, Mayor C:\ Users \akeller\Desktop \Muniservices Contract PR 15638.doc ATTEST: Sherri Bellard, City Secretary APPROVED AS TO FORM: atL Valecia Tizeno, Ci 0,Attomey APPROVED FOR ADMINISTRATION: John A. Comeaux, P.E., Interim City Manager APPROVED AS TO AVAILABILITY OF FUNDS: Deborah Echols, Director of Finance C:\ Users \akeller \Desktop\Muniservices Contract PR 15638.doc EXHIBIT A S:\ Finance\Resolutions\Muniservices Contract PR 15638.doc t°4 6) MuniServices, LLC Consultant Services Agreement 1. Us. We are MuniServices, LLC, a Delaware limited liability company, and a wholly owned City of Port Arthur subsidiary of Portfolio Recovery Associates, Attn: Deborah Echols, Finance Director Inc.; with an office at 7625 N. Palm Avenue, 444 4th Street Suite 108, Fresno, California 93711. In this Port Arthur, TX 77640 Agreement we are referred to as Email: deborah.echolsPportarthur.net "MuniServices" or "we ", "our ", "us. We use our Facsimile: 409.984.5463 sister company, RDS, to assist us with work. Sometimes we will refer to you and us as the 3. Our Services and your payment. "Parties." We will provide you with the services listed in Attachment 1 (the "Services "). You will pay us If you need to contact us a short list of helpful the fees listed in that same Attachment. If we contacts is attached as Attachment 3. are providing more than one Service, each service will have a separate attachment and If you are sending us a notice required by this will be labeled 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 Attn: Legal Department any legal advice or services. We also do not 7625 N. Palm Avenue, Suite 108 provide tax advice to you or third parties. Also Fresno, CA 93711 we cannot and therefore do not establish: the Email: Iegal@muniservices.com tax rates due from taxpayers; and the Facsimile: 559.312.2957 penalties and fees that are assessed against taxpayers (though we will calculate these When providing notice to us, you must also amounts for you as part of the Services once provide a copy of the notice to: PRA General you have established the rates). We also do Counsel, 120 Corporate Blvd., Suite 100, not determine either the amount of refunds or Norfolk, VA 23502. All notices, including the proper government account(s) that notices of address changes, provided under taxpayer receipts shall be deposited into. this Agreement are deemed received on the third day after mailing if sent by regular mail, 5. Term of this Agreement. or the next day if sent overnight delivery. We The initial term of this Agreement begins on do not accept notices by email or facsimile. , 2014 (the "Effective Notice of rate changes or distribution changes Date ") and continues for a period of two years must be sent by certified mail. from the Effective Date. Thereafter the City will have the option to renew the Agreement 2. You. for successive one year terms (each a You are the City of Port Arthur. You are a "Renewal Term "). There are some other ways municipal corporation of the State of Texas. In this Agreement can end and those are found in this Agreement we will refer to you as "you ", Article I of the General Provisions, Attachment "your ", "yours ". If we are sending you a notice 2. required by this Agreement, we will send it to: Port Arthur, TX - HOT Audit & Admin 022514 1 ONIUNISERVICES+ 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, 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 Port Arthur, a Municipal Corporation By: a t-1)7 G By: isa Broussard VP Central Operations Title: ATTEST: By: City Clerk Port Arthur, TX - HOT Audit & Admit? 022514 2 ©MUNISERVICES ATTACHMENT 1 Local Occupancy Tax Program Audit and Administration Services Article 1- Objectives and Methods MuniServices' Local Occupancy Tax Program Audit service is intended to assist the City in maximizing lodging tax revenue it is entitled to through an on -site examination of records and education of the lodging providers to ensure the appropriate collection and remittance of the lodging tax. The Administration service offers a turnkey approach to ensure appropriate collection, deposit, recording, delinquency follow up and reporting of the local lodging tax. This service includes all correspondence, forms and other such services to ensure appropriate and timely remittance of the tax. Article 2 -Scope of Work 1. Field Audit Services a. Perform on -site examinations of the records of those providers requested by City to warrant further investigation; b. Provide City staff with a detailed list of all records required to be made available by lodging providers for the further reviews, together with a draft engagement announcement letter to be sent to each lodging provider requiring examination; c. In coordination with City staff, schedule and conduct reviews at the property locations of those providers identified and authorized for examination; d. Verify accuracy of filed lodging tax returns with daily and monthly activity summaries; e. Review a random sample of the daily and monthly summaries to determine if the daily summaries reconcile to the monthly summaries; f. Review bank statements to verify that deposits reconcile with the reported revenue on the lodging tax returns'; g. Review exempted revenue for proper qualifying documentation; h. Review a random sample of exempted guest revenue and trace registration and /or other source documents to verify compliance with the City ordinance; i. Where possible, compare the State lodging tax filings with City's tax returns; j. For each error /omission identified and confirmed, submit substantiating documentation to designated City staff in order to facilitate collection of revenue due from lodging providers for prior periods; k. Coordinate with designated City official(s) as necessary to review findings and recommendations; 1. Prepare draft Notices of Deficiency Determination, and commendation, warning and credit letters, as applicable, for City to advise lodging providers of examination results Port Arthur, TX - HOT Audit & Admin 022514 3 JMUNISERVICES m. Provide assistance to City in reviewing any matters submitted in extenuation and mitigation by lodging providers in contesting a deficiency determination; and n. Prepare and document any changes to the review findings and provide revised tax, interest or penalty amounts due the City. 2. Administration Services A. Remittance Processing 1. Taxes Processed: MuniServices will perform remittance processing for lodging taxes as designated by the City. 2. Taxpayer Notification and Remittance: MuniServices will send individualized tax forms to all known lodging providers ( "Taxpayer(s) "). Taxpayers will remit payments as indicated in Exhibit A, Distribution Confirmation, attached and incorporated herein by reference. Upon reasonable notice to City, MuniServices may change the address for payments. Optional Online File and Pay - For an additional set up fee, online filing and remittance using standard MuniServices formatting will be provided for the Taxpayers convenience. 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 for each type of tax collected, as shown in more detail on Exhibit A 4. Posting 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 is captured and added to the payment data and taxpayer master file (as determined necessary by MuniServices). Late payments (postmarked by U.S. Postal Service after the due date) are invoiced at penalty amounts required by State code. Under - payments are invoiced for remaining tax due plus any required penalties. 5. Changes to Exhibit A: The 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 insure that designated recipients receive the amounts intended by the City. B. Compliance Services 1. Taxes Reviewed: MuniServices will perform compliance services for lodgings taxes designated by City under Remittance Processing Services. MuniServices will provide delinquency notification and follow -up. This includes correspondence, calls, and collection procedures and the related documentation. Delinquency policies and procedures will be applied consistently and within applicable tax laws. Unless otherwise directed by the City, MuniServices will make reasonable efforts to collect taxes designated by the City hereunder. Where deemed reasonably appropriate accounts may be turned over to audit or third party collection. If the City elects to have its attorney pursue collection of certain uncollected accounts, MuniServices will assist the City attorney as reasonably requested at its normal hourly rate as reflected herein. Port Arthur, TX - HOT Audit & Admin 022514 4 ® /IIKJNSERV ICES - uW�.d xdd >rdaboewa... - 2. Conduct of Compliance Services: To assure that all taxpayers are treated fairly and consistently and all compliance services are performed in a similar manner, MuniServices representatives who perform compliance services will use a similar compliance plan for each compliance service conducted. All funds due from compliance services will be remitted to City in the same manner as provided for pursuant to Section B, above. C. General Provisions 1. Information Provided: The City represents that the information provided to MuniServices in theperformance of services hereunder shall be provided free and clear of the claims of third parties. The City represents that it has the right to provide this information to MuniServices and that said information shall not be defamatory or otherwise expose MuniServices to liability to third parties. 2. Compliance with laws: Each Party accepts responsibility for its compliance with federal, state, or local laws and regulations. 3. Taxpayer service: MuniServices will provide a taxpayer assistance number for taxpayer questions. MuniServices will provide standard informational brochures for placement in the City offices, Chamber of Commerce offices, libraries and any other facilities as requested and /or deemed necessary. 3. Mandatory Reporting to the State of Texas - Required Compliance The Bill requires that, if, as a result of an audit conducted, a City obtains documentation or other information showing a failure to collect or pay local and state occupancy taxes when due, the City shall notify and submit the relevant information to the Texas Comptroller. The City will receive a 20% finder's fee from the State of Texas upon receipt of payment from the lodging provider. During MuniServices meetings with the Texas Comptroller regarding HB 2048 and it's administration„ the report submitted to the State must have these additional specifications, but is not limited to: a. Summary of all hotels with local and state deficiencies discovered during our audit. b. Detailed Audit Support for findings over $2,000 (qualifying audits) due to the state. c. Audit report should include audit period. d. Separate documentation that breaks down the findings in each area by month. e. Separate documentation that itemizes the state only exemption details. f. Audit Communication executed by the hotel. g. Audit Report based on State Auditing Procedures. Article 3- Deliverables 1. Field Audit Services a. Provide City staff with a draft Audit Announcement Letter to be sent to each lodging provider to be examined. b. For each error /omission identified and confirmed, submit a written report substantiating documentation to designated City staff in order to facilitate collection of revenue due from lodging providers for prior Port Arthur, TX - HOT Audit & Admin 022514 5 ©MUNISERVICES periods together with draft Notices of Deficiency Determination, and /or credit, warning or commendation letters as applicable; c. Prepare and document any changes to the review findings and provide revised tax, interest or penalty amounts due the City. d. Review any extenuation or mitigation proffered to deficiency determinations and prepare draft response to City staff; and e. Provide other collections advice upon request. 2. Adminstration Services a. MuniServices will make available to City detailed online reporting, including detailed payment listing, daily /weekly /monthly reconciliation reports, etc. MuniServices will provide the City with monthly reports including, but not limited to, payment listings showing all taxes received related to net receipts reported, a general ledger distribution that corresponds to the City's account numbers and all fees paid to MuniServices. These reports will be provided by the 10th of the month following the tax month; The City AGREES TO EXAMINE THIS REPORT IMMEDIATELY. IF NO ERROR IS REPORTED BY THE City TO MuniServices WITHIN 60 DAYS, THE STATEMENT WILL BE DEEMED ACCURATE; All items credited will be subject to receipt of payment. 3. Mandatory Reporting to the State of Texas Should the City authorize MuniServices to provide the additional services as required, MuniServices shall: a. Provide a complete report, with supporting documentation, to the Texas State Comptroller (and the City) based on the requirements outline in HB 2048 for each applicable Local audit performed on behalf of the City. The report will be provided to the Comptroller within 30 days of the completion of the audit and will include all substantiation of the issues and findings reported. b. Provide a monthly status to the City that tracks the submissions to the Comptroller's Office. This tracking tool's purpose is to provide the City with necessary information to ensure proper administration and follow up for the 20% finder's fee. c. Act as the City's advocate and representative in all communications with the Texas State Comptroller in regards to the local hotel occupancy tax audit sharing program, including Notifying the Comptroller's office if they should expect disputes or protest of an audit. Should the City elect to have MuniServices provide the services necessary to comply with HB 2048, the City will be required to provide a Letter of Authorization to the State Comptroller's Office designating MuniServices as an authorized agent of the City for the purposes of administration of this local hotel occupancy tax audit sharing program. Port Arthur, TX - HOT Audit & Adm in 022514 6 Q/NUNISERVICES Article 4- Compensation Audit The Audit Services shall be provided for a fixed fee of one thousand five - hundred ($1,500) for each lodging property audited with 50% due at the time of audit approval and 50% upon completion of the audit. Administration i Q/ The Administration Services shall be provided for a one time set up fee of one thousand dollars ($1,000), plus an annual fixed fee of two hundred dollars ($200) per each lodging property. Discount If the City permits on -site examination of the records of ten percent (10 %) of the City's standard lodging properties per year to insure compliance in collecting and returning the local hotel occupancy tax, MuniServices shall discount the Administration services to an annual fixed fee of one hundred dollars ($100) per each lodging property. Optional Online File and Pay By initialing in the space provided here, the City indicates it is selecting the optional online file and pay and authorizing MuniServices to bill the City for the one -time set up fee of $1,500 which will be invoiced upon execution of this Agreement. Mandatory Reporting to the State of Texas Should the City authorize MuniServices to provide the additional services (Mandatory Reporting to the State), the City agrees to pay MuniServices as follows: a. Cost per Audit: A flat fee of $400.00 per qualifying audit will be charged for each audit submitted to the State Comptroller under the program and includes all the services outlined in the above "Proposal for Additional Services" section. b. The $400 flat fee will be billed on a monthly basis for each report submitted to the Comptroller during that month. c. If, in order for the state to collect on an audit and /or the city to receive their finder's fee, additional or non- standard work is required outside of the above listed services, MuniServices will bill the City an hourly rate plus additional expenses incurred. Examples of additional or non - standard work includes, but is not limited to, additional field visits after an audit has been submitted as final, , testifying at hearings or court proceedings to support the work performed by our auditors, and any other activities requested by either the City or the Comptroller in regards to collection on an audit, etc. d. Any work required outside of $400 flat fee will only be performed with prior written approval from the City. The hourly services will be billed at the rate of $100 per hour, plus actual expenses. These additional hours will be invoiced at the time the case is resolved to the Comptroller's satisfaction. Travel and Out -of- Pocket Reasonable travel and other out -of- pocket expenses associated with the performance of field audits will not exceed $150 per audited property without the prior written approval of the City. Such reimbursement shall be billed annually. Additional Consulting City may request that MuniServices provide additional consulting services at any time during the term of this 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, standard hourly rates range from $75 per hour to $300 per hour. Port Arthur, TX - HOT Audit & Admin 022514 7 QAIUNISERVICES The following are sample hourly rates based on the job classification: • Principal: $300 per hour • Client Services: $250 per hour • Information Technology (IT) support: $200 per hour • Operational Support: o Director: $175 per hour o Manager: $150 per hour o Senior Analyst: $125 per hour o Analyst: $100 per hour o Administrative: $75 per hour These additional consulting services will be invoiced at least monthly based on actual time and expenses incurred. Article 5 — City Obligations The City shall assist MuniServices by providing necessary information and assistance to include, but not be limited to, the following: Field Audit Services Send Audit Announcement Letter to each lodging provider to be examined with a copy to MuniServices. Administration Service Prior to the start of the work to be perfornmed, provide MuniServices with (1) the most recent registration to collect the tax and (2) returns for the time period requested as needed to compile a historical database for the period of the statute of limitations; Inform MuniServices of any circumstances concerning current existing payees; Inform Muniservices of the development of new lodging properties no later than the Certificate of Occupancy being granted; Cooperate in the transition by reviewing proposed processing and materials, offering comments and suggestions and providing timely approvals; Undergo training in the use of online applications. Distribution Confirmation The City will fill in the account information requested on Exhibit A and attach the same to the fully executed Agreement. Should there be any changes to the account or percentages in Exhibit A, the City shall immediately notify MuniServices in writing of all changes in amounts to be deposited into the accounts of designated recipients. Mandatory Reporting to the State of Texas Please choose one of the two options below. If the City desires for MuniServices to perform the new Mandatory Reporting to the State of Texas, and this letter agreement correctly reflects the terms agreed to by MuniServices and the City, please counter -sign this letter agreement in the space provided below. If the City acknowledges its obligations under House Bill 2048 and hereby elects to "OPT OUT" of MuniServices optional service to provide services required to perform the Mandatory Reporting to the State of Texas on its behalf, please counter -sign this letter agreement in the space provided below. Port Arthur, TX - HOT Audit & Admin 022514 8 ®A4UNISERVICES a. City will need to enter in to an agreement with the Comptroller to insure that they make reasonable efforts to collect on each submission and reimburse the city for any hourly fees and expenses incurred on behalf of the state. b. City can expect payment of the finder's fee no sooner than 6 month's from the date of submission to the Comptroller, as the finder's fee is not due until the assessment is Administratively Final. c. City has an obligation to submit all findings to the Comptroller whether or not they contract with MuniServices. As such, MuniServices will require an "opt out" document be signed by the city if they chose not to have our assistance in fulfilling this requirement. (Actual bill located at: http : / /www.sos.state.tx.us /statdoc /bills /hb /HB2048.pdf) YES - By signing in the space provided here, I hereby authorize MuniServices to perform the Mandatory Reporting to the State of Texas as required by House Bill 2048 that was adopted on September 2, 2011, and agree to compensate MuniServices as outlined above. By: Name: Title: Date: NO - By signing in the space provided here, the City declines MuniServices additional services option and acknowledges that MuniServices will have no responsibility or liability related to the Mandatory Reporting to the State of Texas as required by House Bill 2048 that was adopted on September 2, 2011. By: Name: Title: Date: Port Arthur, TX - HOT Audit & Admin 022514 9 A SERVICES n:..rxd..blwdNHe4..a.y n...ww ti.. EXHIBIT A DISTRIBUTION CONFIRMATION February 25, 2014 City of Port Arthur Attn: Deborah Echols, Finance Director 444 4th Street Port Arthur, TX 77640 Dear Ms. Echols: Funds will be distributed in the following accounts pursuant to this Agreement: Agency Routing # Account # Distribution % Tax Type 100% Lodging If at any time there are any discrepancies between the schedule set out above and the City's records, please notify us in writing immediately. IT IS YOUR RESPONSIBILITY TO PROVIDE NOTICE TO US OF ANY CHANGES IN TAX RATES OR IN THE DISTRIBUTION OF FUNDS. NOTICE MUST BE IN WRITING AND SENT, VIA CERTIFIED MAIL, TO: MuniServices, LLC 2317 Third Avenue North, Suite 200 Birmingham, AL 35203 Attn.: Kennon Walthall, COO& SVP, Operations Thank you for your assistance. If you have any questions, or if I may be of assistance, please let me know. Connie Taylor, Client Relations Manager MuniServices, LLC (Phone): 205 - 423 -4144 (Fax): 205 - 423 -4097 (E- mail): ctaylor @revds.com I have reviewed the above distribution and verify that it is correct. By: Name: Title: Port Arthur, TX -HOT Audit & Admit' 022514 10 ®/NUNISERVICES ATTACHMENT 2 General Provisions Article I Within 5 business days after signing You will designate, in writing, one individual to whom we may address this agreement. communications concerning this Agreement. 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 writing. our invoice. 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 invoice is your written notice that you dispute correct. During this time, we will not try to collect the amount being disputed. an invoice or part of an 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 amount 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 law. Any settlement of your account balance for less 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 above, then we may terminate this Agreement with no further notice and we have no further obligation to you. When you provide us with By providing us information, you represent that: information for use in the Services. • you have the right to provide us the information without violating the rights of third - parties; • your release of the information to us does not violate any applicable laws and regulations; and • to the best of your knowledge the information is accurate and not defamatory. You will notify us immediately if there is a change in the information you have provided to us. If we send you a report or other You will review all reports we provide to you in a timely fashion and you will deliverable. 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. 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. Port Arthur, TX -HOT Audit &Admin 022514 11 ®/NUNISERVICES 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 giving written notice of a breach The non - breaching party may immediately terminate this Agreement if: other than a failure to pay. • 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 on an extended period to cure the breach. After the occurrence of a "financial A party may terminate this Agreement immediately if the other party experiences default" a "financial default." A "financial default" means: • a material adverse change in a party's financial condition that 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 the effective expires. 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. Port Arthur, 7X - HOT Audit & Admin 022514 12 Article II. The parties also agree to the following miscellaneous terms. 1. Independent Contractor. We are an independent shall be binding upon and inure to the benefit of the contractor. Nothing in this Agreement is to be parties and their successors or assigns. interpreted as: creating the relationship of employer and employee between you and us or between you 8. Public Release and Statements. Neither you nor we nor and any of our employees or agents; or creating a each of our representatives or agents shall partnership or joint venture between you and us. We disseminate any oral or written advertisement, are responsible for any subcontractors we use in endorsement or other marketing material relating to performing Services for you and we are solely each other's activities under this Agreement without responsible to pay those subcontractors. We may the prior written approval of the other Party. No perform similar services for others during this Party or its agent will use the name, mark or logo of Agreement and you agree that our representation of the other Party in any advertisement or printed other government sector clients is not a conflict of solicitation without first having prior written approval interest. of the other Party. The Parties shall take reasonable efforts to ensure that its Subcontractors shall not 2. Compliance with Laws. The parties agree to comply disseminate any oral or written advertisement, with all applicable local, state and federal laws and endorsement or other marketing materials regulations during the term of this Agreement. referencing or relating to the other Party without that Party's prior written approval. In addition, the Parties 3. Intellectual Property. We retain all right, title, and agree that their contracts with all Subcontractors will interest in and to the processes, procedures, models, include appropriate provisions to ensure compliance inventions, software, ideas, know -how, and any and all with the restrictions of this Section. other patentable or copyrightable material used, developed, or reduced to practice in the performance of 9. Entire Agreement. This Agreement is the entire this Agreement. Agreement between us and you for the Service(s). This Agreement supersedes and replaces any prior 4. Waiver. Either party's failure to insist upon strict Agreements, of whatever kind or nature, for the performance of any provision of this Agreement are Service(s) Any prior Agreements, discussions, or not to be construed as a waiver of that or any other of a representations not expressly set forth in this party's rights under this Agreement at any later date or Agreement are of no force or effect. No additional time. terms, Purchase Order Terms and Conditions, or oral or written representations of any kind are of any force 5. Force Majeure. Neither party is liable for failing to and effect unless in writing and signed with the same perform its obligations hereunder (other than payment formality as this Agreement obligations) where performance is delayed or hindered by war, riots, embargoes, strikes or acts of its vendors 10. No Oral Modification. No modification of this or suppliers, accidents, acts of God, or any other event Agreement is effective unless set forth in writing and beyond its reasonable control signed with the same formality as this Agreement. 6. Counterparts. This Agreement may be signed in 11. Invalidity. If any provision of this Agreement is separate counterparts including facsimile copies. Each determined to be invalid, illegal, or unenforceable, the counterpart (including facsimile copies) is deemed an remaining provisions of this Agreement remain in full original and all counterparts are deemed on and the force, if the essential provisions of this Agreement for same instrument and legally binding on the parties. each party remain valid, binding, and enforceable. 7. Assignment. MuniServices may assign this Agreement, 12. Construction. This Agreement is to be construed in in whole or in part, without your consent to any accordance with the laws of the State of Texas without corporation or entity into which or with which regard to its conflict of laws principals. MuniServices has merged or consolidated; any parent, subsidiary, successor or affiliated corporation of 13. Headings. The section headings herein are for MuniServices; or any corporation or entity which convenience and reference purposes only and are not acquires all or substantially all of the assets of to serve as a basis for construction or interpretation. MuniServices. Subject to the foregoing, this Agreement Port Arthur, TX -HOT Audit &Admin 022514 13 ©NIUNISERVICES Attachment 3 MuniServices Helpful Contacts Contact Project Role Phone Email Ted Kamel Client Services Manager 903.952.9794 ted.kamel @muniservices.com Doug Jensen Sr. Vice President Client Services 559.288.8943 doug.jensen @muniservices.com Lisa Broussard Vice President Central Operations 713.459.5079 Iisa.broussard @muniservices.com Jonathan Gerth VP Audit Services 205.423.4177 jvgerth @revds.com Christy Cato VP Tax Administration 205.423.4136 ccato@revds.com Carol Dyar Tax Administration Manager 205.423.4145 cdyar @revds.com Kandi Brem TOT Production Manager 817.905.7027 kandi.brem @muniservices.com Billing Department 757.321.2517 acctpay @oortfoliorecovery.com Francesco Mancia VP Government Relations 559.288.7296 fran.mancia @muniservices.com Brenda Narayan Director of Government Relations 916.261.5147 brenda.narayan @muniservices.com Patricia A. Dunn Contracts Manager 559.271.6852 patricia.dunn @muniservices.com Portrt Arth ur, TX - HOT Audit & Admin 022514 14 QA1UNISERVICES 2/25/14 D riving D irections from Tyler, Texas to Tyler, Texas 1 MapQuest Mitch Hedberg Notes m g uect meetings Trip to: Tyler, TX 422.54 miles / 7 hours 50 minutes Tyler, TX Download y Free App 1. Start out going south on S Beckham Ave / US -271 / TX -155 toward E 0.06 Mi Front St /TX- 31. THI 6. Turn left onto US -69 S / US -69 -BR S / E Denman Ave. Continue to 105.4 Mi T follow US -69 S. 849 [satinil 7. Merge onto US -69 S / US -96 S / US -287 S via EXIT 849 toward Airport 18.2 Mi i ® 2 73 / Port Arthur. 8. Welcome to PORT ARTHUR, TX. Ato B Travel Estimate: 211.48 mi - about 3 hours 53 minutes Port Arthur, TX 1 . Start out going north on US -69 / US -96 / US -287 / Woodworth Blvd. 12.4 M i Continue to follow US -69 N / US -96 N / US -287 N. 4. Welcome to BEAUMONT, TX. B to C Travel Estimate: 17.78 mi - about 23 minutes Beaumont, TX 1. Start out going east on Calder Ave toward Pearl St / US -90 E. 0.03 Mi ■ 8. Welcome to TYLER, TX. Map C to D Travel Estimate: 193.28 mi - about 3 hours 33 minutes Tyler, TX Total Travel Estimate: 422.54 miles - about 7 hours 50 minutes FREE NAVIGATION APP Enteryour mobile number SELECT: O (PHONE 0 ANDROID ©2014 MapQuest, Inc. Use of directions and maps is subject to the MapQuest Terms of Use. We make no www. mapquest.com/print ?a= app .core.c815fe13a8c562acfa91967a 1/2 2/25/14 Driving Directions from Tyler, Texas to Tyler, Texas I MapQuest guarantee of the accuracy of their content, road conditions or route usability. You assume all risk of use. View Terms of Use www.mapq uest.comlpri nt?a= app .core.c815fe13a8c562acfa91967a 2/2