HomeMy WebLinkAboutPR 18246: CONSULTING CONTRACT WITH MUNISERVICES, LLC City of Port Arthur
Memorandum
To: John A. Comeaux, P.E., Interim City Manager
From: Deborah Echols, Director of FinanceJe
Date: March 26, 2014
Re: PR 18246
I recommend that the City Council adopt Proposed Resolution 18246 authorizing a contract with
MuniServices, LLC for Sales Tax Compliance Review and Sales Tax Analysis and Reporting
Services.
S:\ Finance\Resolutions\Muniservices Cotnract Sales Tax.docx
P.R. 18246
3/14/2014 dhe
RESOLUTION NO.
A RESOLUTION AUTHORIZING A CONSULTING
CONTRACT WITH MUNISERVICES, LLC FOR SALES
TAX COMPLIANCE REVIEW ON A CONTINGENCY
FEE BASIS. PROVIDING FOR PAYMENT OF 35% OF
SALES TAX RECOVERED AND A SALES TAX
ANALYSIS AND REPORTING SERVICES PACKAGE
(STARS) IN AN AMOUNT NOT TO EXCEED $8,000.
ACCOUNT #001 - 1031 - 515.54 -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, LLC for Sales Tax Compliance Review and Sales Tax Analysis and Reporting
Services to assist the City in realizing all of the sales tax revenue to which it is entitled; 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 April, 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 "Bobbie" Prince, Mayor
ATTEST:
S:\ Finance \Resolutions\Muniservices Cotnract Sales Tax.docx
Sherri Bellard, City Secretary
APPROVED AS TO FORM:
j
Valecia Tizeno, C' y Attorney
APPROVED FOR ADMINISTRATION:
John A. Comeaux, P.E., Interim City Manager
APPROVED AS TO AVAILABILITY OF FUNDS:
•
Deborah Echols, Director of Finance
S:\ Finance\Resolutions\Muniservices Cotnract Sales Tax.docx
•
MuniServices, LLC
Consultant Services Agreement
1. Us.
We are MuniServices, LLC, a Delaware limited City of Port Arthur
Liability company, and a wholly owned Attn: Deborah Echols, Finance Director
subsidiary of Portfolio Recovery Associates, Inc.; 444 4th Street
with an office at 7625 N. Palm Avenue, Suite 108, Port Arthur, TX 77640
Fresno, California 93711. In this Agreement we Email: deborah.echols @portarthur.net
are referred to as "MuniServices" or "we ", "our ", Facsimile: 409.984.5463
"us. We use our sister company, RDS, to assist us
with work. Sometimes we will refer to you and
us as the "Parties." 3. Our Services and your payment.
We will provide you with the services listed in
If you need to contact us a short list of helpful Attachment 1 (the "Services "). You will pay us
contacts is attached as Attachment 3. the fees listed in that same Attachment. If we are
providing more than one Service, each service
If you are sending us a notice required by this will have a separate attachment and will be
Agreement, send it to: labeled Attachment 1- 1,1 -2, etc.
MuniServices, LLC 4. What our Services do not include.
Attn: Legal Department We do not provide to you or any third - parties
7625 N. Palm Avenue, Suite 108 any legal advice or services. We also do not
Fresno, CA 93711 provide tax advice to you or third parties. Also
Email: legal @muniservices.com we cannot and therefore do not establish: the tax
Facsimile: 559.312.2957 rates due from taxpayers; and the penalties and
fees that are assessed against taxpayers (though
When providing notice to us, you must also we will calculate these amounts for you as part
provide a copy of the notice to: PRA General of the Services once you have established the
Counsel, 120 Corporate Blvd., Suite 100, Norfolk, rates). We also do not determine either the
VA 23502. All notices, including notices of amount of refunds or the proper government
address changes, provided under this Agreement account(s) that taxpayer receipts shall be
are deemed received on the third day after deposited into.
mailing if sent by regular mail, or the next day if
sent overnight delivery. We do not accept 5. Term of this Agreement.
notices by email or facsimile. Notice of rate The initial term of this Agreement begins on
changes or distribution changes must be sent by , 2014 (the "Effective
certified mail. Date ") and continues for a period of one year
from the Effective Date. Thereafter the Parties
2. You. will have the option to renew the Agreement for
You are the City of Port Arthur. You are a successive one year terms (each a `Renewal
municipal corporation of the State of Texas. In Term "), unless either party notifies the other in
this Agreement we will refer to you as "Client ", writing of its intent not to renew 90 days prior to
"you ", "your", "yours ". If we are sending you a the end of the initial term or any Renewal Term.
notice required by this Agreement, we will send There are some other ways this Agreement can
it to: end and those are found in Article I of the
General Provisions, Attachment 2.
Port Arthur, TX - SUTA, STARS 032114 1
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: " , , t t, By
Lisa : roussard, CPA
VP Central Operations Print Name:
Title:
ATTEST:
City Clerk
Port Arthur, TX - SUTA, STARS 032114 2
ATTACHMENT 1
Sales Tax Compliance Review
Article 1- Objectives and Methods
MuniServices' Sales Tax Compliance Review is designed to assist Client with economic forecasting and in
preserving and enhancing its sales and use tax revenues by detecting, documenting, and correcting sales tax
misallocations thereby producing previously unrealized revenue for Client while giving the Client a more accurate
sales tax base upon which to forecast its revenue.
Article 2 -Scope of Work
In providing the Sales Tax Compliance Review, MuniServices shall:
• Meet with Client's designated staff to review service objectives, scope, procedures, coordination of effort,
work plan schedule, public relations, and logistical matters.
• Establish an appropriate liaison with the Client's coordinator and define logical checkpoints for reviewing
progress.
• Perform a review of the Client's businesses' sales /use tax remittances in an effort to ensure proper
application of local sales /use tax law and achieve past and /or prospective compliance, as applicable.
• On behalf of the Client, MuniServices will assist the businesses, as necessary, in the preparation and filing of
amended returns and /or reallocation requests with the Comptroller's office in order to gain compliance.
MuniServices and /or the Client may also provide additional documentation to the Comptroller's office to
request its assistance in gaining compliance from taxpayers as needed.
Article 3- Deliverables
Progress Reports
MuniServices will provide periodic progress reports to Client in the form of status updates. These progress reports
will also indicate areas in which Client staff may further assist and improve the sales tax compliance review
activities provided hereunder. MuniServices' progress reports will identify errors /omissions detected,
documented and corrected and report on other services of benefit to Client for the time period covered.
Article 4- Compensation
What the Client will pay MuniServices.
Provided that the Effective Date is on or before June 30, 2014, in exchange for MuniServices performing the work
indicated above, the Client will pay MuniServices as follows:
The Client shall pay MuniServices a 35% contingency fee. The fee applies to the sales and use tax revenue received
by the Client from correction of taxpayer reporting errors detected and documented by the Sales Tax Compliance
Review. The Contingency Fee applies to: (a) past compliance -- sales and use tax revenues received by the Client
from prior periods; and /or (b) prospective compliance -- sales and use tax revenues received by the Client from
proper reporting for the first eight consecutive reporting quarters.
MuniServices will invoice Client quarterly based on past and /or prospective compliance secured on behalf of
Client. Invoices are due and payable upon receipt.
All expenses incurred by MuniServices in providing the Sales Tax Compliance Review are the sole and exclusive
responsibility of MuniServices, except those expenses that receive prior written approval by Client.
Additional Consulting
Client may request that MuniServices provide additional consulting services at any time during the term of this
Agreement. If MuniServices and Client agree on the scope of the additional consulting services requested, then
Port Arthur, TX - SUTA, STARS 032114 3
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. These additional
consulting services will be invoiced at least monthly based on actual time and expenses incurred.
Article 5 - Client Obligations
Client shall assist MuniServices by providing necessary information and assistance to include, without limitation,
the following:
• Providing MuniServices, on a timely basis, information necessary to conduct its compliance review
activities including but not limited to monthly tax payment histories.
• Providing two letters of authorization identifying MuniServices to local businesses and to the Texas
Comptroller of Public Accounts and /or other state agencies as an authorized agent of Client to perform
sales and use tax reviews and to receive and examine taxpayer records (hard copy and electronic)
necessary to assure sales and use tax compliance and revenue forecasts.
• Pursuing in good faith corrective action on errors and omissions detected by MuniServices.
• Issuing necessary documentation to the state to correct errors validated by MuniServices.
The parties agree that the Client and /or the State Comptroller retain exclusive authority and responsibility to
administer, interpret and enforce the Client's sales and use tax, recognizing that MuniServices' role is limited to
employing its unique expertise and proprietary tools for: i) detecting and documenting errors /omissions by
taxpayers in the application, calculation, collection, and /or remittance of sales and use taxes and, ii) providing
Client with technical assistance, without assuming or being delegated the authority or responsibility of Client to
administer, interpret, and enforce its sales and use taxes.
Article 6 - Completion of Services
Notwithstanding anything else in this Agreement to the contrary, the Client will pay MuniServices per the terms of
this Agreement for services begun before termination or expiration of the Agreement even if the monies are
received after termination or expiration. MuniServices will provide Client with a list of accounts submitted but not
yet corrected as of the expiration or termination within a reasonable time after the expiration or termination
( "completion list "). MuniServices is allowed to continue working those accounts on the completion list for a
reasonable time to obtain a correction.
Port Arthur, TX - SUTA, STARS 032114 4
OAdureSERvicEs
ATTACHMENT 1 -1
Sales /Use Tax Analysis & Reporting Service Package (STARS)
Article 1- Objectives and Methods
MuniServices STARS Digest provides a specific analysis of the Client's sales tax composition, changes and
performance. The STARS Digest graphically illustrates the Client's sales tax analysis. The MuniServices STARS
Digest also includes specialized reports that provide analysis of the Client's sales tax economic base and
performance for the latest complete quarter and benchmark year as well as a sales tax revenue projection for the
balance of the current fiscal year and the following fiscal year.
Article 2 -Scope of Work
1. Quarterly Stars Digest. MuniServices shall provide the Client with quarterly updated STARS Digests.
MuniServices will provide one paper, bound copy of the quarterly STARS Digest and one electronic copy of the
quarterly STARS Digest on CD. Client may request additional paper, bound copies of the STARS Digests in
accordance with the terms in Section 1.3 of the Compensation section.
1.1 Contents. The quarterly STARS Digest contains the following reports, subject to the availability of Data:
• Historical Collections Analysis - Components of allocation payments by payment activity.
• Top 100 Historical - Historical performance of the top 100 accounts comparing current benchmark
year ranking and sales tax produced with that of prior years.
• Top 100 Detail - Sales tax performance of the Client's top 100 sales tax accounts is shown in order of
sales tax produced with the results for the most recent five quarters prominently displayed. The
proportion of Client sales tax produced is also shown by each account.
• Economic Category Performance - An analysis of the changes that occurred by economic category
and segment with the specific businesses responsible for the significant changes delineated.
• Business Classification Code- This report shows the business classification codes assigned by
MuniServices based on the NAICS codes provided by the State Comptroller and the accounts assigned
those codes in order of sales tax produced. Five quarters of sales tax data are shown for each
significant account.
• Historical Economic Composition - Data are summarized by economic category and segment by
quarters and benchmark years. Percentage of total sales tax generated by each category and segment is
also shown to indicate trends in sales tax composition as well as performance.
• Cross - Reference Reports - These reports allow the user to look up any of the significant accounts
shown in the STARS Digest by name or address.
• Geo -Area Reports (optional) - This report tracks sales tax performance within designated geo -areas
of the Client jurisdiction (e.g., key shopping centers, business parks, and downtown /business districts,
etc.). Charts and printed reports are included for each geo -area. The Client may designate geo -areas
and include the Geo -Area Reports in the STARS report for the fee set forth in the compensation section.
This report is contingent upon the Client providing MuniServices with the geo area address ranges in
electronic format that meets the following requirements:
• XLS, DBF, or Comma Delimited Formats per MuniServices requirements;
• and the components of the address range per MuniServices requirements.
(Please contact MuniServices for the details about how to layout the file the City will need to
send us describing the area they want us to track.)
• To provide the optional Geo -Area reports, MuniServices will standardize the street names in the
permit file by:
o Parsing the addresses to the United States Postal Service (USPS) standard.
o Comparing the parsed addresses to the Texas' USPS file for standardization and
manually verifying it.
Port Arthur, TX - SUTA, STARS 032114 5
MuniServices is not responsible for verifying the accuracy of the addresses in the permit file.
All of the reports in this paragraph (1.1) provide data that are based on the date on which the
transaction took place and not on the date on which the payment was transferred to the Client.
1.2 Excluded businesses. The STARS Digest does not include any information on taxpayers that is not
provided by the State Comptroller to the Client.
1.3 Accuracy. The STARS Digest relies on information provided by the State of Texas Comptroller's Office
( "State Comptroller "). MuniServices has no obligation to verify the data provided by the State
Comptroller. Only if Client elects to receive the Geo area reports will MuniServices clean or standardize
the data received from the State Comptroller. MuniServices may also rely on information provided by
third parties. Client acknowledges that MuniServices has no obligation to verify, remove redundancies,
or otherwise clean or standardize the information provided by third parties.
1.4 Timing. MuniServices obligation to provide the STARS Digest is conditioned on City's delivery of
required signed documentation to MuniServices to access the proper data from the State of Texas
Comptroller's Office.
1.5 License of Electronic Version. MuniServices hereby grants Client a non - exclusive license to print
unlimited copies of the STARS Digest from the electronic copy of the STARS digest, if:
• the copies are for internal Client use only; and
• the copies do not remove the confidentiality statements contained in the reports.
2. Business Classifications and Business Names Standardization (optional). If Client elects in writing to
receive this service, and if the parties mutually agree in writing on the price, MuniServices will standardize
the business classification codes and business names in the permit file for major accounts through the
computer matching process, augmented with verification by calling taxpayers directly. After this
standardization process, all the basic reports should display the standardized names and classifications.
3. Monthly Cash Report (MCR). The MCR is a monthly report that details the cash portion of sales tax data.
The three reports that make up the MCR are sales tax permit summary, business classification summary,
and a comparison of the current quarter year compared to same quarter last year. This report is most often
paired with the Sales Tax Analysis & Reporting Service to create a comprehensive overview to keep clients
up -to -date on the performance of businesses in the area.
3.1 Sales Tax Permit Summary
3.1.1 Identifies and categorizes changes by economic category, segment and major businesses
3.1.2 Explains current trends, counter -trend performance and major business changes in an easy -to-
read format
3.1.3 Delivered as in printable format
3.1.4 Confidential report
3.2 Business Classification Summary
3.2.1 An up -to -24 -month analysis report showing historical performance and comparisons for major
businesses
3.2.2 Distinguishes between changes in List Filers and Local Filers in every business grouping
3.2.3 Delivered as a spreadsheet grid for client's internal analysis
3.2.4 Confidential report
3.3 Cash Analysis by Business Groupings
3.3.1 An up -to -24 -month analysis report showing historical performance and comparisons for
business groupings
3.3.2 Identifies expected trend and counter -trend performance in every business grouping
Port Arthur, TX - SUTA, STARS 032114 6
0A4UNISERVICES
3.3.3 Distinguishes between changes in List Filers and Local Filers in every business grouping
3.3.4 Delivered as a spreadsheet grid for client's internal analysis
3.3.5 Confidential report
4. Sales Tax Forecasting. MuniServices provides a two -to -five year forecast to its clients every quarter. By
updating the forecast quarterly, MuniServices delivers reliable, timely projections. Forecasts include:
4.1 Summary Page
4.1.1 Chart identifying historical sales tax and projected sales tax for pessimistic, most likely and
optimistic scenarios.
4.1.2 Table identifying historical, current and future growth rates by scenario.
4.2 Detail Page for Each Fiscal Year
4.2.1 Identifies changes by economic category and segment
4.2.2 Identifies potential threats of sales tax loss
4.2.3 Identifies projected sales tax from businesses opening in the future
4.2.4 Accounts for abnormal variations in cash flow
4.2.5 Projects sales tax by scenario
4.2.6 Identifies total fiscal year sales tax depending on the final month in the Client's fiscal year
(accrual scenarios)
4.3 Cash Flow
4.3.1 Identifies historical, current and future monthly cash flows by cash payment component.
4.3.2 Components include gross payment, amounts reserved at State, administration fees, net
payment, etc.
In preparing the forecast, MuniServices analyzes and adjusts all major business accounts in accordance
with market trends, individual business knowledge, expected corrections and changes in threats from
business competitors or State law changes.
The bottom -up approach allows MuniServices to account for individual business changes while also
accounting for changes in the local, regional, state, national and world economies.
5. Sales Tax Capture Leakage Analysis Service (optional). The STCL analysis shows how much potential
sales tax revenue is being lost by residents shopping outside the Client's jurisdiction. The analysis provides:
• An analysis of sales tax revenue;
• Economic strengths and weaknesses in the local economic base; and
• Priority rankings by targeted industry clusters.
The STCL analysis can help cities focus on what businesses to attract and retain. It also includes reports on
your sales tax trends, sales tax capture rates, and sales tax gap rates.
5.1 Contents. The quarterly STCL Analysis shows the capture /leakage by economic segment for the
current year -ended quarter. Subject to data availability, the quarterly STCL Analysis contains the
following information:
5.1.1 Actual Sales Tax - Provides sales tax by economic category, economic segment and business
code.
5.1.2 Potential Sales Tax — Provides actual sales tax multiplied by its effective buying income divided
by the region's effective buying income. In other words, the potential sales tax from your
residents' income when following the regions buying patterns.
Port Arthur, TX - SUTA, STARS 032114 7
IVILINGEFIVICES
5.1.3 Sales Tax Capture & Gap Analysis - Provides an overview of how well the you are capturing
potential sales tax based on its residents' effective buying income (disposable income)
compared to purchasing habits in the region.
5.1.4 Sales Tax Capture Leakage Analysis - Provides a comparison of the actual sales tax with the
expected sales tax, negative variance indicating amount of leakage, and positive variance
indicating amount of capture.
5.2 Accuracy and Limits. The STCL Analysis relies on information provided by the State of Texas
Comptroller's Office ( "State Comptroller "). Consequently, if the State Comptroller does not provide you
with information about a taxpayer, that taxpayer's information will not be included in the analysis.
MuniServices may also rely on information provided by third parties. You acknowledge that we have no
obligation to verify, remove redundancies, or otherwise clean or standardize the information provided
by third parties or the State Comptroller. If the State Comptroller doesn't provide to you or you do not
provide to us the data we need for the STCL analysis in the timeframe we specify, we have no obligation
to provide you an STCL analysis for that quarter.
5.3 Timing. We will provide the STCL Analysis only after you deliver to us the signed documents required
to access the proper data from the State Comptroller.
5.4 License of Electronic Version. We hereby grant you a non - exclusive license to print unlimited copies
of the STCL Analysis from the electronic copy of the STCL Analysis, if:
5.4.1 the copies are for your internal use only; and
5.4.2 the copies do not remove the confidentiality statements contained in the Analysis.
5.5 Change in Legislation. If there is a change in Texas law that increases the scope of information
available from State Comptroller compared to the scope of information available from State
Comptroller on the date we sign this agreement, both parties will negotiate an amendment to this
agreement. If data becomes unavailable, we may terminate this agreement with 10 business -days
written notice to you.
Article 3- Deliverables
Quarterly Stars Digest. MuniServices shall provide the Client with quarterly updated STARS Digests.
MuniServices will provide one paper, bound copy of the quarterly STARS Digest and one electronic copy of the
quarterly STARS Digest on CD. Client may request additional paper, bound copies of the STARS Digests in
accordance with the terms in Section 1.4 of the Compensation section.
Support Service. Included with the STARS Digest, MuniServices will provide the Client with a maximum of 2 hours
per quarter of telephonic STARS Digest support. Telephonic STARS Digest support consists of teleconferences with
a MuniServices representative who will explain the STARS Digest and answer questions about the STARS Digest.
Monthly Cash Report. Included with the STARS package is a Monthly Cash Report (MCR) that will be provided to
the Client by email within 5 business days after the end of each month or receipt of the data from the state. The
historical length of the report depends on history available from the Texas State Comptroller.
Sales Tax Forecast. Included with the STARS package is a 3 -year forecast based upon previous current economic
conditions and trends.
Geo Area Report (optional). Included with the STARS package will be the requested number of Geo Area Reports.
The City may designate the Geo areas to be included in the Geo Area Report.
Quarterly STCL Analysis (optional). Each calendar quarter we will provide Client with an updated STCL Analysis
in the form of one paper bound copy and one electronic copy on a CD.
Port Arthur, TX - SUTA, STARS 032114 8
G#/YlU EFIYie
Article 4- Compensation
Provided that the Effective Date is on or before June 30, 2014, in exchange for MuniServices performing the work
indicated above, the Client will pay MuniServices as follows:
1.1 Annual fee. For the STARS Digest, Client shall pay MuniServices an annual fixed fee of $8,000 per year ( "annual
fee "). Client shall pay the annual fee in four equal quarterly payments of $2,000. Included in the annual fee are
the Quarterly STARS Digest, the Monthly Cash Report, and the Sales Tax Forecast.
MuniServices will invoice the quarterly payments on the first month of each calendar quarter. The Client shall
pay the quarterly payment even if MuniServices does not provide a STARS Digest for a quarter because of State
of Texas Comptroller's Office's failure to provide data. If this Agreement is terminated for any reason, then the
Client remains obligated to pay MuniServices the quarterly payments of the annual fee for the quarters before
the effective date of termination and for one quarter after the effective date of termination.
1.2 Optional Geo Area reports. Upon Client's request, MuniServices will provide Geo Area reports for a one -time
set -up fee of $1,000 per geo area and $500 annual fee per Geo Area. At any time, the Client may request
changes in the geo areas for an additional one -time fee of $500 per Geo Area. If the addresses in the permit file
have not been standardized thru MuniServices SUTA service, Client shall pay an additional one -time setup fee
of $750 for address standardization.
Client requests # geo reports be provided along with the quarterly STARS digest.
By signing in the space provided here, I hereby authorize MuniServices to create and produce the additional
number of geo -area reports indicated above, and agree to compensate MuniServices as outlined above.
By:
Name:
Title:
Date:
1.3 Optional Sales Tax Capture and Leakage Report. Upon request, MuniServices will include the Sales Tax
Capture and Leakage Report with the STARS quarterly digest and you shall pay us $250 per quarter for each
quarter we provide you with a STCL Analysis. We will invoice the quarterly payments in the first month of
each calendar quarter.
By signing in the space provided here, I hereby authorize MuniServices to create and produce the Sales Tax
Capture and leakage report as described herein, and agree to compensate MuniServices as outlined above.
By:
Name:
Title:
Date:
Port Arthur, TX - SUTA, STARS 032114 9
1NtJl USER 1cE
1.4 Additional Copies. MuniServices shall provide Client additional paper, bound copies of the STARS Digest upon
Client's request at the rate of $200 annually per additional copy, payable by Client in quarterly installments of
$50 per additional copy.
1.5 Adjustments. The Annual Fee, the fee for Additional Copies, and any of the optional fees shall each be adjusted
at the beginning of each calendar year by the percentage change in the Consumer Price Index - South Urban
(CPI -SU) as reported by the Bureau of Labor Statistics. The initial Consumer Price Index used for the first CPI
adjustment will be the CPI -SU for the month in which the agreement is fully signed with the first adjustment to
occur at the beginning of the Calendar year following the first full calendar year of service. The adjustments
thereafter will be based on the CPI -SU from December of the prior calendar year. Each Annual Fee adjustment
shall not be less than two percent (2 %) or greater than ten percent (10 %).
1.6 One -time fees. MuniServices will invoice the Client any applicable set -up fees along with the next invoice for
the quarterly installment of the annual fee. Those set -up fees are due and payable within 30 -days of the receipt
of the invoice.
1.7 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.
These additional consulting services will be invoiced at least monthly based on actual time and expenses
incurred.
Article 5 - Client Obligations
Confidentiality. The information provided to the Client in the STARS Digest is confidential. It is not open to public
inspection. A Client may use the information only for the purpose of economic forecasting (Tex. Tax Code
§321.3022(0). Unauthorized distribution of confidential information by an officer or employee of a government
agency is punishable by 6 months in jail and a $1,000 fine (Tex. Govt. Code § 552.352). Client shall not use the
STARS Digest for any purpose other than economic forecasting and shall not distribute the STARS Digest to any
person unless that person is legally entitled to access the information in the STARS Digest, or except as may
otherwise be required by law or court order.
Data: In order for us to provide the STARS reports the Client will need to deliver to MuniServices annually the
signed documents required to access the proper data from the State Comptroller.
Port Arthur, TX - SUTA, STARS 032114 10
OMUNISEFIVICES
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.
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).
Port Arthur, TX - SUTA, STARS 032114 11
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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, TX - SUTA, STARS 032114 12
OititneSEnviCES
Article II. The parties also agree to the following miscellaneous terms.
1. Independent Contractor. We are an independent 8. Public Release and Statements. Neither you nor we nor
contractor. Nothing in this Agreement is to be each of our representatives or agents shall
interpreted as: creating the relationship of employer disseminate any oral or written advertisement,
and employee between you and us or between you endorsement or other marketing material relating to
and any of our employees or agents; or creating a each other's activities under this Agreement without
partnership or joint venture between you and us. We the prior written approval of the other Party. No
are responsible for any subcontractors we use in Party or its agent will use the name, mark or logo of
performing Services for you and we are solely the other Party in any advertisement or printed
responsible to pay those subcontractors. We may solicitation without first having prior written approval
perform similar services for others during this of the other Party. The Parties shall take reasonable
Agreement and you agree that our representation of efforts to ensure that its Subcontractors shall not
other government sector clients is not a conflict of disseminate any oral or written advertisement,
interest. endorsement or other marketing materials
referencing or relating to the other Party without that
2. Compliance with Laws. The parties agree to comply Party's prior written approval. In addition, the Parties
with all applicable Local, state and federal laws and agree that their contracts with all Subcontractors will
regulations during the term of this Agreement. include appropriate provisions to ensure compliance
with the restrictions of this Section.
3. Intellectual Property. We retain all right, title, and
interest in and to the processes, procedures, models, 9. Entire Agreement. This Agreement is the entire
inventions, software, ideas, know -how, and any and all Agreement between us and you for the Service(s).
other patentable or copyrightable material used, This Agreement supersedes and replaces any prior
developed, or reduced to practice in the performance Agreements, of whatever kind or nature, for the
of this Agreement. Service(s) Any prior Agreements, discussions, or
representations not expressly set forth in this
4. Waiver. Either party's failure to insist upon strict Agreement are of no force or effect. No additional
performance of any provision of this Agreement are terms, Purchase Order Terms and Conditions, or oral
not to be construed as a waiver of that or any other of or written representations of any kind are of any force
a party's rights under this Agreement at any later date and effect unless in writing and signed with the same
or time. formality as this Agreement
5. Force Majeure. Neither party is liable for failing to 10. No Oral Modification. No modification of this
perform its obligations hereunder (other than Agreement is effective unless set forth in writing and
payment obligations) where performance is delayed or signed with the same formality as this Agreement.
hindered by war, riots, embargoes, strikes or acts of its
vendors or suppliers, accidents, acts of God, or any 11. Invalidity. If any provision of this Agreement is
other event beyond its reasonable control. determined to be invalid, illegal, or unenforceable, the
remaining provisions of this Agreement remain in full
6. Counterparts. This Agreement may be signed in force, if the essential provisions of this Agreement for
separate counterparts including facsimile copies. Each each party remain valid, binding, and enforceable.
counterpart (including facsimile copies) is deemed an
original and all counterparts are deemed on and the 12. Construction. This Agreement is to be construed in
same instrument and legally binding on the parties. accordance with the laws of the State of Texas without
regard to its conflict of laws principals.
7. Assignment. MuniServices may assign this Agreement,
in whole or in part, without your consent to any 13. Headings. The section headings herein are for
corporation or entity into which or with which convenience and reference purposes only and are not
MuniServices has merged or consolidated; any parent, to serve as a basis for construction or interpretation.
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.
Port Arthur, TX - SUTA, STARS 032114 13
ITS ICES
Attachment 3
MuniServices Helpful Contacts
Contact Project Role Phone Email
Ted Kamel Client Services Manager 903.952.9794 ted.kamelftmuniservices.com
Lisa Broussard, CPA VP Central Operations 713.459.5079 Lisa.broussardPmuniservices.com
Chris Yeary, CPA VP, Sales & Use Tax Audit 972.447.4953 chris.yearyftmuniservices.com
Irene Reynolds Client Relations Supervisor 559.271.6867 irene.reynolds @muniservices.com
Billing Department 757.321.2517 acctpav@ nortfoliorecovery.com
Francesco Mancia VP Government Relations 559.288.7296 fran.mancia@muniservices.com
Brenda Narayan Director of Govt. Relations 916.261.5147 brenda.narayan@muniservices.com
Patricia Dunn Contracts Manager 559. 271. 6852 ,patricia.dunnPmuniservices.com
Port Arthur, TX - SUTA, STARS 032114 14