CONTRACT 4293 Professional Services Agreementr
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO
AND
MUNISERVICES, LLC
This AGREEMENT is entered into this 26th day of June 2012, by and between the CITY
OF EL SEGUNDO, a municipal corporation and general law city ( "CITY ") and
MUNISERVICES, a limited liability company ( "CONSULTANT ").
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed in the
SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to
exceed thirty thousand dollars ($30,000) for CONSULTANT's services. CITY
may modify this amount as set forth below. Unless otherwise specified by written
amendment to this Amended Agreement, CITY will pay this sum as specified in
the attached Exhibit `B" which is incorporated by reference.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit "B ", which is
incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor, technical,
administrative, professional and other personnel, all supplies and materials,
equipment, printing, vehicles, transportation, office space and facilities, and all
tests, testing and analyses, calculation, and all other means whatsoever, except as
herein otherwise expressly specified to be furnished by CITY, necessary or proper
to perform and complete the work and provide the professional services required
of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at the time
of performance utilized by persons engaged in providing similar services. CITY will
continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any
deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any
shortcomings to CITY's satisfaction: Costs associated with curing the deficiencies will be borne
by CONSULTANT.
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and
hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit 'B ")
the tasks performed, the percentage of the task completed during the billing period, the
cumulative percentage completed for each task, the total cost of that work during the preceding
billing month and a cumulative cash flow curve showing projected and actual expenditures
versus time to date.
5. NON - APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for
current services are within the current budget and within an available, unexhausted and
unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient
funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement
will cover only those costs incurred up to the conclusion of the current fiscal year.
6. ADDITIONAL WORK.
A. CITY's city manager ( "Manager ") may determine, at the Manager's sole
discretion, that CONSULTANT must perform additional work ( "Additional
Work ") to complete the Scope of Work. If Additional Work is needed, the
Manager will give written authorization to CONSULTANT to perform such
Additional Work.
B. If CONSULTANT believes Additional Work is needed to complete the Scope of
Work, CONSULTANT will provide the Manager with written notification that
contains a specific description of the proposed Additional Work, reasons for such
Additional Work, and a detailed proposal regarding cost.
C. Payments over $30,000 for Additional Work must be approved by CITY's city
council. All Additional Work will be subject to all other terms and provisions of
this Agreement.
7. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
i. Carefully investigated and considered the scope of services to be
performed;
ii. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully acquainted
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with the conditions there existing, before commencing the services hereunder.
Should CONSULTANT discover any latent or unknown conditions that may
materially affect the performance of the services, CONSULTANT will
immediately inform CITY of such fact and will not proceed except at
CONSULTANT's own risk until written instructions are received from CITY.
8. TERM. The term of this Agreement will be from June 26, 2012 to December 31,
2012.Unless otherwise determined by written amendment between the parties, this Agreement
will terminate in the following instances:
A. Completion of the work specified in Exhibit `B ";
B. Termination as stated in Section 16.
9. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
. CONSULTANT furnishes proof of insurance as required under Section 23
of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving written
authorization to proceed, any such professional services are at CONSULTANT's
own risk.
10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULTANT's control, CITY may grant a time extension for the completion of the contracted
services. If delay occurs, CONSULTANT must notify the Manager within forty -eight hours (48
hours), in writing, of the cause and the extent of the delay and how such delay interferes with the
Agreement's schedule. The Manager will extend the completion time, when appropriate, for the
completion of the contracted services.
11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main
body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes
any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order
in which the Exhibits appear below:
A. Exhibit B: Scope of Work/Proposal for Services
12. CHANGES. CITY may order changes in the services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the
contract time will be adjusted accordingly. All such changes must be authorized in writing,
executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in
the services will be determined in accordance with written agreement between the parties.
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13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and certificates that
may be required in connection with the performance of services under this Agreement.
15. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by
CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights
CITY may have under this Agreement or of any cause of action arising from CONSULTANT's
performance. A waiver by CITY of any breach of any term, covenant, or condition contained in
this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained in this Agreement, whether of the same or different
character.
16. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY's mutual
consent. Notice will be in writing at least thirty (30) days before the effective
termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the termination
notice. Except as otherwise provided in the termination notice, any additional
work performed by CONSULTANT after receiving a termination notice will be
performed at CONSULTANT" own cost; CITY will not be obligated to
compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data, studies,
surveys, drawings, maps, reports and other materials prepared by CONSULTANT
will, at CITY's option, become CITY's property, and CONSULTANT will
receive just and equitable compensation for any work satisfactorily completed up
to the effective date of notice of termination, not to exceed the total costs under
Section I(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models,
photographs and reports prepared by CONSULTANT under this Agreement are CITY's
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property. CONSULTANT may retain copies of said documents and materials as desired, but
will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of
CONSULTANT's completed work product, for purposes other than identified in this Agreement,
or use of incomplete work product, is at CITY's own risk.
18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic art work,
prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or
public CITY without CITY's prior written approval. All press releases, including graphic
display information to be published in newspapers or magazines, will be approved and
distributed solely by CITY, unless otherwise provided by written agreement between the parties.
19. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
i. Indemnification for Professional Services. CONSULTANT will save
harmless and indemnify and at CITY's request reimburse defense
costs for CITY and all its officers, volunteers, employees and
representatives from and against any and all suits, actions, or claims,
of any character whatever, brought for, or on account of, any injuries
or damages sustained by any person or property resulting or arising
from any negligent or wrongful act, error or omission by
CONSULTANT or any of CONSULTANT's officers, agents,
employees, or representatives, in the performance of this Agreement,
except for such loss or damage arising from CITY's sole negligence or
willful misconduct.
li. Indemnification for other Damages. CONSULTANT indemnifies and
holds CITY harmless from and against any claim, action, damages,
costs (including, without limitation, attorney's fees), injuries, or
liability, arising out of this Agreement, or its performance, except for
such loss or damage arising from CITY's sole negligence or willful
misconduct. Should CITY be named in any suit, or should any claim
be brought against it by suit or otherwise, whether the same be
groundless or not, arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with
counsel satisfactory to CITY) and will indemnify CITY for any
judgment rendered against it or any sums paid out in settlement or
otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
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D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 23, and any approval of
said insurance by CITY, are not intended to and will not in any manner limit or
qualify the liabilities and obligations otherwise assumed by CONSULTANT
pursuant to this Agreement, including, without limitation, to the provisions
concerning indemnification.
20. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's
written approval are prohibited and will be null and void.
21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work and the
manner in which is it performed. CONSULTANT will be free to contract for similar service to
be performed for other employers while under contract with CITY. CONSULTANT is not an
agent or employee of CITY and is not entitled to participate in any pension plan, insurance,
bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that
may appear to give CITY the right to direct CONSULTANT as to the details of doing the work
or to exercise a measure of control over the work means that CONSULTANT will follow the
direction of the CITY as to end results of the work only.
22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free access at
all reasonable times to such records, and the right to examine and audit the same and to make
transcript therefrom, and to inspect all program data, documents, proceedings and activities.
CONSULTANT will retain such financial and program service records for at least three (3) years
after termination or final payment under this Agreement.
23. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONSULTANT will procure and maintain the following
types of insurance with coverage limits complying, at a minimum, with the limits
set forth below:
Type of Insurance
Commercial general liability:
Professional Liability
Business automobile liability
Workers compensation
Limits
$1,000,000
$1,000,000
$1,000,000
Statutory requirement
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B. Commercial general liability insurance will meet or exceed the requirements of
the most recent ISO -CGL Form. The amount of insurance set forth above will be
a combined single limit per occurrence for bodily injury, personal injury, and
property damage for the policy coverage. Liability policies will be endorsed to
name CITY, its officials, and employees as "additional insureds" under said
insurance coverage and to state that such insurance will be deemed "primary"
such that any other insurance that may be carried by CITY will be excess thereto.
Such endorsement must be reflected on ISO Form No. CG 20 10 1185 or 88, or
equivalent. Such insurance will be on an "occurrence," not a "claims made," basis
and will not be cancelable or subject to reduction except upon thirty (30) days
prior written notice to CITY.
C. Professional liability coverage will be on an "occurrence basis" if such coverage
is available, or on a "claims made" basis if not available. When coverage is
provided on a "claims made basis," CONSULTANT will continue to renew the
insurance for a period of three (3) years after this Agreement expires or is
terminated. Such insurance will have the same coverage and limits as the policy
that was in effect during the term of this Agreement, and will cover
CONSULTANT for all claims made by CITY arising out of any errors or
omissions of CONSULTANT, or its officers, employees or agents during the time
this Agreement was in effect.
D. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 0106 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement and such
other evidence of insurance or copies of policies as may be reasonably required
by CITY from time to time. Insurance must be placed with insurers with a current
A.M. Best Company Rating equivalent to at least a Rating of "A:VII."
F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance
required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from payments
due to CONSULTANT under this Agreement or terminate pursuant to Section 16.
24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such approval
must approve of the proposed consultant and the terms of compensation.
25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the
status on the project, which will include a schedule update and a short narrative description of
progress during the past month for each major task, a description of the work remaining and a
description of the work to be done before the next schedule update.
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26. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
If to CONSULTANT:
MuniServices, LLC
7335 N. Palm Bluffs Ave
Fresno, CA 93711
Attention: Steve Stark
Client Services Manager
If to CITY:
City of El Segundo
350 Main St
El Segundo, CA
Attention: Deborah Cullen
Director of Finance
Any such written communications by mail will be conclusively deemed to have been received by
the addressee upon deposit thereof in the United States Mail, postage prepaid and properly
addressed as noted above. In all other instances, notices will be deemed given at the time of
actual delivery. Changes may be made in the names or addresses of persons to whom notices are
to be given by giving notice in the manner prescribed in this paragraph.
27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
28. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor
retained any company or person, other than CONSULTANT's bona fide employee, to solicit or
secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed
to pay any company or person, other than CONSULTANT's bona fide employee, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. Should CONSULTANT breach or violate this
warranty, CITY may rescind this Agreement without liability.
29. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any
other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or
CI TY's obligations under this Agreement.
30. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance
with the laws of the State of California, and exclusive venue for any action involving this
agreement will be in Los Angeles County.
31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
32. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire
understanding of the parties. There are no other understandings, terms or other agreements
expressed or implied, oral or written. There is one (1) Attachment to this Amended Agreement.
This Agreement will bind and inure to the benefit of the parties to this Agreement and any
subsequent successors and assigns.
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33. RULES OF CONSTRUCTION, Each Party had the opportunity to independently review this
Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole,
and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.
34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
35. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this Agreement and to
engage in the actions described herein. This Agreement may be modified by written amendment.
CITY's executive manager, or designee, may execute any such amendment on behalf of CITY.
36. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement,
agreements ancillary to this Agreement, and related documents to be entered into in connection
with this Agreement will be considered signed when the signature of a party is delivered by
facsimile transmission. Such facsimile signature will be treated in all respects as having the
same effect as an original signature.
37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
39. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, acts of terrorism, war, embargo, government action, civil or military authority, the
natural elements, or other similar causes beyond the Parties' reasonable control, then the
Agreement will immediately terminate without obligation of either party to the other.
40. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity
to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its
financial resources, surety and insurance experience, service experience, completion ability,
personnel, current workload, experience in dealing with private consultants, and experience in
dealing with public agencies all suggest that CONSULTANT is capable of performing the
proposed contract and has a demonstrated capacity to deal fairly and effectively with and to
satisfy a public CITY.
[Signatures on next page]
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IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
C7Off" EL SEGUN
dare arpen er
City1lanager
ATTEST:
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APPROVED AS 'Y
MIINA VKl,,S, LLC
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Senivi v ice President of Client Services
Taxpayer 1l) No.. 13-3528885
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EXHIBIT B
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June 26, 2 012
MuniServices, LLC
7335 N. Palm Bluffs Ave.
Fresno, CA 93711
Ph: 559.271.6800
Primary Contact: Steve Stark
Client Services Manager
t 2 nSt r i ice s
Telephone: 800 -800 -8181 x6976
CoverLetter ............. ............................... .... .......... ......... .......... ......... ......... ......... ......... -. -... 2
Project Approach - Scope of Work .................................................................................. ............................... 4
ProposedCompensation ..................................................................................................... ............................... 6
Experience and References ................................................................................................ ............................... 7
Statement of Qualifications ................................................................................................ ............................... 4
Resumesof Key Personnel ................................................................................................. .............................12
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City of El Segundo
June 26, 2012
VIA EMAIL:
Deborah Cullen
Director of Finance /Human Resources
City of El Segundo
350 Main Street
El Segundo, Ca, 90245
Re: MuniServices' Proposal for UUT Compliance Review Services - Chevron
Dear Ms. Cullen:
Thank you for the opportunity to offer the City of El Segundo this proposal for UUT Audit
Services. This proposal describes our UUT Compliance Review program for Chevron that
will determine whether utility user's taxes and Franchise Fees have been properly
accounted and paid to the City, and identifies any reporting and payment errors to ensure
that they are properly reported and paid in the future.
MuniServices has over 30 years of experience in providing tax revenue enhancement
services to over 820 local government partners nationwide and have provided franchise
fee compliance reviews and utility users tax audit services since 1990. We presently
provide these services to over 60 municipal clients. We are one of the few firms in the
United States that provides revenue enhancement and information services that
encompass all general fund revenue and fee types. We have an established track record of
providing our clients with consistent and quantifiable results.
MuniServices and its sister company RDS have a team of qualified and experienced
auditors, managers and specialists with extensive and specialized franchise fee compliance
review and utility audit experiences devoted specifically to auditing utility taxpayer and
franchisee compliance. We are confident that MuniServices offers the City of El Segundo
the greatest opportunity for success and look forward to entering an agreement for the
audit services proposed here.
Client Services Manager, Steve Stark will serve as MuniServices' liaison to the City and can
be reached by phone email at 5-t-ephen.Stark@MuniServices.com or by phone at 800 -800-
8181 x6976.
As the I am pleased to present this proposal and confirm that the proposed services and
prices contained herein will remain valid for a period of 90 days from April 3, 2012, and we
are ready to begin project implementation immediately upon award and execution of a
contract. We look forward to speaking with you soon.
www.muniservices.com Page 2
City of El Segundo
Respectfully submitted,
Douegfsen
www.muniservices,com
4 2 9 3
)une 26, 2012
City of El Segundo
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MuniServices understands that the City seeks to retain a qualified professional
independent firm to conduct an audit of the Gas Users Administrative Agreement between
the El Segundo Refinery of Chevron USA, Inc. and the City of El Segundo. The City of El
Segundo would like to audit the gas usage at the refinery as defined in the Gas Utility Users
Tax Municipal Code and in the Gas Users Administrative Agreement.
The City of El Segundo and Chevron agree that the City's Audit will be conducted in a
manner that is in strict compliance with the following scope of the Audit;
• Use "baseline" data provided by the City regarding usage of gas as defined in the 1994
Agreement and determine if Chevron's gas use in two (2) consecutive years shows a
twenty -five percent (25 %) increase /decrease when compared to the baseline.
• The Audit shall cover the period of January 1, 2009 through March 31, 2012.
Notwithstanding the foregoing audit period, the City and Chevron acknowledge and
agree that Chevron is not waiving any statute of limitations defense and is not tolling
any statute of limitations under any tax statute /ordinance or the 1994 Agreement or
whether the City has right to conduct an audit or make an assessment for certain time
period.
• Identify all natural gas delivered through mains or pipes to the El Segundo refinery and
its uses by Chevron in the City of El Segundo in a manner that is reasonably comparable
to information provided by Chevron to the City as part of the negotiation of the 1994
Agreement that formed the basis of the 1994 Agreement and is consistent with the
current El Segundo refinery operations and infrastructure for the audit period.
• Audit Procedures will be as follows:
o Take a random sample of months and request the inventory reconciliation for
each of those months;
o From the months selected, perform the following:
■ Trace the beginning and ending Inventory Balance to the General Ledger;
■ Trace the purchases, deliveries and consumption to the general ledger;
■ Obtain summary of purchases by vendor; select xx number to review;
■ For purchases, trace volumes, rates and total invoice price to inventory,
deliveries and consumption;
■ Obtain summary of deliveries and consumption by product (Cogen,
Feedstock and Fuel Utility System))
www.muniservices.com Page 4
City of El Segundo
For each month selected, trace delivery and consumption amounts to
General Ledger to ensure proper classification of delivery and
consumption.
Based on the above information, prepare a report with the results of the audit steps
performed above. The City agrees to complete its Audit by no later than December
31, 2012 so long as Chevron reasonably cooperates in making information available
on a timely basis.
Suggested Schedule
MuniServices can begin scheduling audit examinations within 30 days of the execution of a
contract with the City. Although we can assure the City of sufficient auditing resources to
initiate audits without delay on our part, the actual start date and time to completion for
any given engagement will depend to some extent on the timely cooperation of the
franchisee being audited, including timeliness of source document provision, response to
inquiries, and quality and completeness of data provided; as well as the complexity of the
audit itself, and the time required to resolve any issues that the franchisee may raise
regarding the results reported.
Throughout the project, we will provide the City with progress reports as applicable. Upon
completion of the audit, we will issue a draft report to the City noting the findings. After the
City's review and approval, we will issue our final report.
www.muniservices.com Page
4293 .
City of 1 Segundo
Proposal for Franchise Pee o llnce Review Services June 26,2012
MuniServices' proposes providing its UUT Compliance Review Service on a fixed -based
pricing approach. MuniServices will perform t the above services a fixed fee of $30,000.
This fee will be due 50% upon commencement of the work plan. The remainder of the fee
(50 %) is due after the final report is issued. Total fixed fee of $30,000 ($150 per hour for 200
hours).
These fees include any out-of-pocket expenses or travel- related expenses.
Optional Additional Consulting
The City may request that MuniServices provide additional consulting services at any time
during the term of the Agreement. If MuniServices and City agree on the scope of the
additional consulting services requested, then MuniServices will 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.
The additional consulting services will be invoiced at least monthly based on actual time
and expenses incurred. The reimbursable expenses will receive prior approval from the
City and will be reimbursed at cost to MuniServices.
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City of El Segundo
Proposal for Franchise Fee Compliance Review Services June 26,2012
We have provided franchise fee compliance reviews and UUT services since 1990 and
presently provide UUT services to over 60 municipal clients. In the State of California these
60 agencies account for approximately 70% of all UUT revenues collected in the State.
Our staff has performed audits and compliance reviews of all the major energy utilities
operating in California, and is currently performing audits in Wilmington, Delaware;
Arlington, Texas; Vancouver, Washington; and Palm Springs, California. Audits include
verifying compliance with local franchise agreements, UUT collection remittance and
jurisdictional boundary accuracy.
We are currently finishing a franchise fee compliance review and UUT audit of a large
energy provider in the State of California and have five franchise fee compliance reviews in
progress of national or regional Cable Television, Telecom, and Energy providers.
The following are some of the specific compliance review projects we have performed for
some of our clients.
City of Encinitas - 2010
Ms. Janet Fry, Finance Manager
505 South Vulcan Avenue, Encinitas, CA 92024
Phone: 760.633.2638
Email:
City of Redondo Beach, CA - 2003
Mr. Frank Rowlen, Deputy Treasurer
415 Diamond Street, Redondo Beach, CA 90277
Phone: 310.372.1171
E -mail: frank,LQyLem@rtdQndpQM
City of Indio - 2008 to 2009
Mr. Mark Wasserman, Assistant to the City Manager
100 Civic Center Mall, Indio, CA 92201 -4434
Phone: 760.391.4115
E -mail: ssrmn iio.ar
www.muniservices.c°om Page 7
We are currently providing similar franchise fee compliance reviews to the following cities:
City of Arlington - 2011
Ethan Klos, Treasury Manager
101 W. Abram Street, Arlington, TX 76010
Phone: 817.459.6303
Email: ethanAlos@arlingtontx.gov
City of Palm Springs - 2011
Geoffrey S. Kiehl, Director of Finance and Treasurer
3200 E. Tahquitz Canyon Way, Palm Springs, CA 92263 -2743
Phone: 760.323.8221
Email: Geoffrey.kiehI ftalmsprings- ca,gov
City of Vancouver - 2011
Christine Smith, Internal Auditor and Project Coordinator
610 Esther Street, Vancouver, WA 98668
Phone: 360.487.8441
Email: 's .s ci c s
County of Orange - 2011
Alicia Campbell, Manager, Special Services
333 W. Santa Ana Blvd. 3rd Floor Santa Ana, CA 92702
Phone: (714) 667 -9775
Email: Alicia,Campbgll@gcpw,oc9ov.co
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City of El Segundo
Proposal for Franchise Fee Compliance Review Services June 26, 2012
WIMMEMMUM=
MuniServices has partnered with the nation's largest cities, counties and states in
developing and operating successful revenue enhancement, collections and discovery
programs. MuniServices specializes in providing revenue enhancement and consulting
services to local jurisdictions nationwide. MuniServices' products and services encompass
all general sources of local tax revenue including Sales and Use Tax, Property Tax, Business
License Tax, Hotel Lodging Tax, Utility Users Tax, and Franchise Fees. MuniServices was
founded in 1978 as Municipal Resource Consultants (MRC). Under the then- partnership,
the firm flourished throughout California and quickly branched out into other regions. In
1998, MRC was acquired and combined with other entities on the East Coast forming what
is known today as MuniServices, LLC. In 2008, MuniServices, became a wholly owned
subsidiary of Portfolio Recovery Associates, Inc. (NASDAQ :PRAA), a publicly traded, full
service provider of outsourced receivables management and related services. PRAA has
over 2,500 employees and its complete Annual Reports, as well as other SEC filings, are
publicly available at www.portfoliorecovery.com.
Today, MuniServices and its sister company Revenue Discovery Systems (RDS) are
operationally integrated into a single organization, PRA Government Services, currently
partnering with over 820 local governments with jurisdictions of varying types and sizes in
terms of population, business base, tax structures and geographical regions including city
and county governments in Alabama, Arizona, California, Delaware, Florida, Georgia,
Kentucky, Louisiana, Michigan, Nevada, North Carolina, Oklahoma, Pennsylvania,
Tennessee, Texas, and Washington, and the District of Columbia. The cities of Los Angeles,
Detroit, Jacksonville, Sacramento, Pasadena, and Beverly Hills are among the municipal
governments for which we provide a variety of revenue services.
We have an established track record of providing our clients with consistent and
quantifiable results recovering over $2.4 billion in combined new tax revenue from our
local jurisdiction clients. The new tax revenue directly funds programs and services
provided by the communities we serve. Our programs are also designed to help prevent tax
revenue leakage through an array of focused tax administrative service offerings.
Our clients include state governments and some of the country's largest cities, as well as
smaller municipalities, counties, and other government agencies. Our services include:
Compliance iance Audi: We perform on -site and remote examinations designed to ensure
compliance with local tax requirements on the part of foreign and domestic taxpayers, and
to identify and recover audited tax revenues from taxpayers that may have under - reported
their tax liabilities.
www.muniservices.com page
City of l Segundo
Proposal for Franchise Fee Compliance Review Services June 26,2012
Revenue Enhancement Services: We have recovered more than $1 billion in new
revenue for our clients and have assisted them from losing billions of dollars more in tax
revenue leakage through an array of service offerings including:
a. Discovery & Recovery: We identify non - compliant entities doing business within our
client's jurisdiction and assist in bringing these entities into compliance with applicable
tax and license ordinances and the collection of any amounts past due.
b. Delinquent Tax Collection: We assist in the collection of delinquent business taxes /fees
following all applicable professional and legal standards.
Tax Administration: We target critical business processes such as data entry and
processing, billing services, application and claims processing, compliance and taxpayer
support services. We process over $750,000,000 (over 405,000 unique tax returns) in
business tax revenues annually on behalf of over 400 local governments.
We have provided sales and use tax administration services to our municipal and county
government clients for over 32 years. We currently provide revenue enhancement services
to the Iargest and most progressive cities in the country including Phoenix, Los Angeles,
San Diego, Winston - Salem, Philadelphia, Houston, Dallas, and Washington, DC.
Our auditors are recruited and hired, trained, and dedicated to the task of completing
accurate and efficient taxpayer audits on behalf of our local government clients. We do not
prepare financial statements, or provide services to private businesses that could present a
potential conflict of interest.
Our auditors currently complete over 2,000 taxpayer compliance audits each year on
behalf of these clients. These audits address taxpayers of all sizes, in a variety of industries,
including companies local to our client jurisdictions, as well as national companies with
operations in many jurisdictions, in multiple states.
Over the years, our combined discovery and compliance services have resulted in the
recovery of $2.4billion in revenues for our clients, plus the prevention of even more in
potential tax revenue leakage, assisting them to meet their budgets, deliver public services,
and better serve their citizens.
Qualifications and Experience Providing City Requestgd Services
MuniServices' UUT reviews are designed to verify that the City has received the franchise
monies due to the City for any eligible prior years. We will obtain and review available
documents, reports, work papers, and any prior reports which concern the computation or
methodologies for computing the taxes paid to the City, review franchise agreements, and
analyze the subscriber base to verify that subscribers are correctly coded to the proper
jurisdiction.
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City of El Segundo
Proposal for Franchise Fee Compliance Review Services June 26, 2012
Superior Technology /Leading -Edge Data Management
MuniServices Cornerstone software is designed to provide unsurpassed, state -of -the -art
data evaluation, non - compliance targeting and misallocation identification services that
utilizes a 19 terabyte data warehouse as the 'cornerstone' to our revenue enhancement,
compliance, and information services. We have invested three decades of intensive
research and development into the data sources for detecting missing local taxes, designing
systems that allow for maximum flexibility in utilizing hundreds of data sources, thereby
improving the recovery of revenue.
Access to Unique and Confidential Data jNo Conflict of Interest
We only provide our services to government agencies. Our exclusive government focus
allows us to avoid real or perceived conflicts of interests with taxpayers. Our approach
qualifies us to review taxpayer information and other confidential data while other
specialty consulting firms could be barred access due to a conflict of interest. Most public
accounting firms maintain clients in the private sector and may find themselves faced with
a conflict of interest situation; either in their work for a taxpayer or for a government
entity.
Legislative and Regulatory Analysis and Consulting
MuniServices' offerings are complemented with a dedicated Government Relations team
that provides federal, state and local government advocacy, policy, regulatory and
legislative consulting support; efforts have surfaced and successfully resolved numerous
major issues that have preserved and expanded the tax base for its clients. For two
decades, our government relations team has served as technical support to Congressional
representatives, and city lobbyists in analyzing and proposing changes to proposed state
and federal legislation that could affect or improve our client cities' revenues. Our program
for this proposed service will likewise include monitoring proposed state and federal
legislation to identify issues affecting the City's franchise fee or utility franchise revenues,
and if justified, make recommendations to the City. We are unique in providing these
integral services as an element of our revenue enhancement programs; no consulting fee is
added for the policy, regulatory, and legislative support. Our government relations team
publishes comprehensive legislative and regulatory updates year round to communicate
and inform local government clients on issues of interest and concern. The updates also
include, when applicable, recommend action by the government relations team for the
protection of local revenues. We believe these programs bring tremendous value to our
clients and are a natural progression in the successful determination of revenue
preservation.
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City of El Segundo
Proposal for Franchise Fee Compliance Review Services June 26, 2012
Working exclusively on behalf of governmental agencies, MuniServices understands the
unique challenges and complexities involved in servicing municipal governments. Our
office locations are strategically located throughout the country to meet the needs of its
clients. We will service the City's UUT Compliance Review through our corporate
headquarters located in Fresno, California office with support from regional offices in
Houston, Texas, Westlake Village, California and Birmingham, Alabama. The project team
members are linked at all times through the company network and telecommunications
systems ensuring easy, prompt access to project components and knowledge.
The respective UUT compliance review managers and key team members assigned to the
City's project have between 10 and 21 years of experience in providing specialized services
to municipal clients. Each has intricate working knowledge of related laws, administrative
procedures and taxpayer reporting procedures. Our utility auditors and managers
collectively have more than 130 years of audit experience for both private and government
entities. We work exclusively in the public sector, eliminating any possible conflict of
interest dealing with confidential taxpayer information
We currently employ over 75 experienced and highly qualified Certified Revenue
Examiners and Certified Public Accountants as financial auditors who travel throughout the
United States on behalf of its governmental clients. We hold our team accountable to
assess the proper amount of tax revenue at the lowest possible cost to our client with
integrity, efficiency, effectiveness and fairness. Multiple layers of management supervision,
mentoring, and review of finished work products support the work of each of our field
auditors, and ensure that all of our processes, findings, and documentation are both
accurate and in compliance with the highest professional standards. We emphasize and
maintain a formal review process by Audit Division supervisors to ensure the accuracy of
final correspondence prepared by individual auditors.
The tables on the following pages list the name and titles of the key personnel who will be
working on this project for the City and include their years of service with the company,
their qualifications, credentials and education, and their project role.
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City of El Segundo
Proposal for Franchise Fee Compliance Review Services
Executive/Management Team
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Our Executive /Management staff will manage the City's contract under the direction of Vice
President of Audit Andrea Hunter, Vice President of Client Services Lisa Broussard, Client
Services Manager Steve Stark, and Audit Project Manager Gary Grace, and Executive
oversight by SVP of Client Services Doug Jensen.
Doug Jensen
20 years
Doug is an expert in the field of municipal revenue enhancement
(1991)
management and local government revenue consulting and
SVP Client
ensures the delivery of audit, information, and consulting services,
Services
and supervises a staff of 18 professionals with breadth and depth
of knowledge and experience in local government focused on
Executive
customer care. Doug has 20 years of expertise in tax policy,
Contact
municipal finance, and economic development and consulting
Resource
Doug is a member of the company's Senior Executive Management
Guarantees
team. He is an associate member of numerous local government
associations such as CSMFO and CMRTA. Education: Doug has a BS
in Business Administration with an emphasis in Accounting from
California State Universi , Fresno.
Andrea has over 20 years of government finance and auditing
Andrea Hunter
19 years
experience starting as a Revenue Officer for two cities in Alabama.
(1992)
Her revenue enhancement methodologies and innovative
Executive
processes produced a windfall of previously uncollected taxes and
Management/
an increased revenue stream for the governments she served. In
VP of Audit
the early 1990's, Andrea joined RDS, MuniServices sister company,
Services
as Director of Operations, developing an unprecedented private
revenue administration outsource solution for governmental
clients. Education: BA in Accounting, University of Alabama,
Tuscaloosa, AL; Certified Revenue Examiner and Certified Internal
Auditor.
Steve Stark
4 years
Steve will have direct oversight of the project and be the liaison
(2008)
between MuniServices and the City. He is a professional with more
Client Services
than 30 years of local government experience joined MuniServices
Manager
as a Client Services Manager in 2008. Steve is responsible for
assisting in cultivating new and current partnerships with
MuniServices' client cities. Steve's broad experience includes
serving as the former department head of Finance, Information
Technology, Risk Management, Internal Audit, Budget, Purchasing
and Grant Administration for several California cities including
Pasadena, Santa Monica, Santa Clarita and Fontana. He has worked
on development agreements that had significant positive financial
impacts to the city and formed partnerships with other
government agencies to accomplish common goals. Steve has also
developed a financial model that allowed city officials to see the
costs of annexation of areas outside the city limits and developed a
long range financial plan that quantified the long term costs of
replacement of the aging infrastructure. Steve has received many
budget, technology and operational awards from a number of
municipal organizations including the GFOA, CSMFO, CMTA, and is
a Certified Government Financial Manager. Education: Steve holds
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City of El Segundo
Proposal for Franchise Fee Compliance Review Services June 26, 2012
MuniServices' UUT Compliance Review Project and Support Team is comprised of a
dedicated experienced group of employees who have been chosen because of their
expertise working in partnership directly with the public sector in the implementation of
successful revenue enhancement programs related to municipal government franchise fees.
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m e
Gary Grace, CRE
3 years
Gary has 3 years of City & County Sales & Use Tax Auditing
(2008)
experience with MuniServices. His previous experience includes 32
Audit Manager
years with "Bell System" companies including Western Electric,
South Central Bell, AT &T, and BellSouth). His experience in these
companies included, engineering, finance, regulatory compliance
at the federal and state levels, new market development and new
technology implementation. It is his insider perspective that gives
him an edge in auditing telecoms for franchise fee compliance. He
speaks the language and understands the unique challenges
associated with audits of this nature. After retiring from the
telephone company, and before joining MuniServices, he worked
as a consultant for a major grocery store chain performing local
sales and use tax compliance. Education: BS in Engineering, Univ.
of Tennessee, Knoxville, TN; MBA, Georgia State Univ., Atlanta, GA;
Certified Revenue Examiner.
J C Green, CPA
7 ears
y
JC has over 20 years in compliance auditing; for the last six of those
(2005)
years he has been with PRA Government Services, LLC as a Foreign
Audit Manager
Audit Specialist. He manages audit cases for his Transaction Tax
Compliance section, and also researches audit leads and nexus
issues. James started his field auditing career with the Internal
Revenue Service and the Mississippi Department of Revenue. He
performed transactional and Income tax compliance audits for
national companies all over the nation. Education: BA in
ccoun nR Universi ty of Southern Mississi i.
Tim Olson
7 years
Tim is responsible for monitoring, detection and documentation
(2005)
of noncompliance errors/ omissions resulting from MuniServices'
Senior Auditor
utility users tax compliance reviews with the Telecommunications
Industry. He interfaces with the telecomm service providers and
individual end users to determine whether there is non -
compliance with local utility users' tax ordinances. In addition to
monitoring the Telecommunications Industry, Tim also conducts
Transient Occupancy Tax audits. Tim has over twenty years of
finance and audit related experience. Education: BA in Business
Administration California State Universi San Bernardino.
Tim Hunter
3 years
Tim is an auditing professional with extensive knowledge of sales
(2009)
tax, consumer's use tax, franchise fees, testing methodology, and
Auditor
evaluation of company internal controls. Tim has been with RDS
since 2009, and has developed a specialty practice within the
company working on franchise fee engagements. He currently
oversees multistate franchise fee and utility audits along with a
portion of Alabama sales and consumer's use tax audits. The
franchise and utility audits span industries such as
telecommunications, cable, electricity, and natural gas. Tim has
built a wide array of resources and knowledge specific to each
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Indus , which whas bee _n „w pivotal in d.evelpng audit issues for ou
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City of / undo
,2) A
Government Relations e
The MuniServices Government Relations team manages its communication with clients
through a strong public relations program and provides crisis assistance on policy matters.
The Company also maintains a website and posts published works on policy issues
including an industry respected publication, "Policy Update."
Francesco D. 16 years
Mancia 1 (1995)
VP of Government
Relations
Fran is responsible fiver overseeing company Legislative, Regulatory,
and Government Relations work including business development in
the western region of the country. Fran has a strong working
knowledge of local government general fund tax laws and state and
federal regulatory and legislative issues that impact local
governments. He monitors, analyzes and leads company lobbying
efforts related to legislation, state mandates, and regulatory
changes and policies that affect client revenue streams with a
primary focus on sales and use tax laws, including policy and
implementation issues related to Streamlined Sales Tax and their
impacts on state and local government revenues, as -well as federal
and state telecommunication and e- commerce transactions issues,
all in an effort to insure that local government clients receive all of
the tax revenues to which they are entitled. Fran spends a
significant portion of his time Interacting. with Mayors and Council
Members, County Assessors and Tax Collectors, State and Federal
Legislators, State Agency Directors and their respective staffs. Fran
has served as a member of the League of California Cities Revenue
and Taxation Policy Committee and was the 2007 and 2008
President of the League's Partner Program and currently serves as
Advisor and Chairman of the California Contract Cities Association,
Associate Members Program, whose goal is to promote and foster
public/ private partnerships. Education: BA in Communications,
University California at Santa Barbara MBA, University of San
Francisco.
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clients. Some of Tim's current franchise fee audit clients include:
Wilmington DE, Gardena CA, Arlington TX, Bartlesville OK,
Covington WA and all RDS jurisdictions in Alabama. Education:
University of Montevallo — BBA, Concentration: Finance.
Michele Chai
Michele is our resident expert in natural gas distribution and
6 years
electric generation. She tracks all industry activities and provides
Admin Analyst
(2005)
information to our client base when activities may affect their UUT
collection. She also tracks all noncore gas and electric entities and
ensuring that they meet their collection and remittance
responsibilities and produces yearly Progress Reports and Revenue
Management Reports for all clients. Prior to joining MuniServices,
she worked for a financial institution as senior Loan Administrator.
Education: BA University California Los Angeles.
Government Relations e
The MuniServices Government Relations team manages its communication with clients
through a strong public relations program and provides crisis assistance on policy matters.
The Company also maintains a website and posts published works on policy issues
including an industry respected publication, "Policy Update."
Francesco D. 16 years
Mancia 1 (1995)
VP of Government
Relations
Fran is responsible fiver overseeing company Legislative, Regulatory,
and Government Relations work including business development in
the western region of the country. Fran has a strong working
knowledge of local government general fund tax laws and state and
federal regulatory and legislative issues that impact local
governments. He monitors, analyzes and leads company lobbying
efforts related to legislation, state mandates, and regulatory
changes and policies that affect client revenue streams with a
primary focus on sales and use tax laws, including policy and
implementation issues related to Streamlined Sales Tax and their
impacts on state and local government revenues, as -well as federal
and state telecommunication and e- commerce transactions issues,
all in an effort to insure that local government clients receive all of
the tax revenues to which they are entitled. Fran spends a
significant portion of his time Interacting. with Mayors and Council
Members, County Assessors and Tax Collectors, State and Federal
Legislators, State Agency Directors and their respective staffs. Fran
has served as a member of the League of California Cities Revenue
and Taxation Policy Committee and was the 2007 and 2008
President of the League's Partner Program and currently serves as
Advisor and Chairman of the California Contract Cities Association,
Associate Members Program, whose goal is to promote and foster
public/ private partnerships. Education: BA in Communications,
University California at Santa Barbara MBA, University of San
Francisco.
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City of r Lr
9 n .
Brenda Narayan 14 years Brenda is responsible for coordinating the firm's government
(1997 relations activity, including authoring MuniServices' "Policy Update"
Director of report, a timely source of legislative and regulatory analysis. She
Government has over 25 years experience of public affairs experience including
Relations serving as an assistant to the Speaker of the State Assembly. Brenda
serves as Partner representative to the League of California Cities
Revenue and Taxation Committee. Brenda has and continues to be
active in policy matters related to UUT, and other local revenues.
Education: BA in Humanities, California State Sacramento;
Certificate in Leadership and Management from UC, Berkeley,
Extension.
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