Loading...
HomeMy WebLinkAboutC2009-021 - 1/6/2009 - NACONSULTANT SERVICES AGREEMENT This Consultant Services Agreement (hereinafter "Agreement") is made as of IPV~ ~ v between MuniServices, LLC a Delawaze limited liability company with an office at 7335 N. Palm Bluffs Avenue, Fresno, CA 93711 and its affiliates (hereinafter "MuniServices"), and the City of Corpus Christi, a Texas Municipal Corporation (hereinafter "Municipal Corporation"). 1. SERVICES Subject to the terms and conditions set forth herein, MuniServices shall provide to Municipal Corporation the services set forth in the Exhibit attached hereto in exchange for the fees set forth therein. MuniServices shall not be required to perform, nor Municipal Corporation be required to pay for, services not contained in an Exhibit. 2. INDEPENDENT CONTRACTOR STATUS MuniServices is an independent contractor, and not an employee of Municipal Corporation, who will be engaged in providing consulting services for Municipal Corporation. Nothing in this Agreement shall be interpreted or constmed as creating or establishing the relationship of employer and employee between Municipal Corporation and MuniServices or between Municipal Corporation and any employee or agent of MuniServices. Both parties aclmowledge that MuniServices is not an employee for state or federal tax purposes. MuniServices shall retain the right to perform services for others during the term of this Agreement. Nothing in this Ageement shall be construed as creating a partnership, joint venture. Nothing in this Agreement shall be conshted as designating MuniServices as an agent of Municipal Corporation except as specifically provided in an Exhibit. MuniServices shall have no authority to bind, contract, or obligate Municipal Corporation, financially or otherwise. Municipal Corporation shall not have any tight to control the means by which MuniServices performs the Services including the facilities used, the employees, contractors, or agents assigned by MuniServices. MuniServices shall be responsible for any subcontracts entered into in the course of performance of the Services for Municipal Corporation and MuniServices shall be solely responsible for payment to the subcontractors. 3. COMPENSATION 3.t in consideration for the Services to be performed by MuniServices, Municipal Corporation agrees to pay MuniServices the rates set forth in the Exhibit. 31 MuniServices shall submit timely invoices for all services rendered in accordance with each Exhibit. Payment will be made to MuniServices within thirty (30) days of receipt of MuniServices' invoice therefore. Any amounts which remain unpaid after thirty (30) days shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum amount perntitted by law. 3.3 MuniServices shall be responsible for all costs and expenses incident to the performance of Services for Municipal Corporation, including but not limited to, all costs of equipment provided by MuniServices, all fees, fines, licenses, bonds or taxes required of or imposed against MuniServices and all other of MuniServices' costs of doing business. Municipal Corporation shall not be responsible for expenses incurred by MuniServices in performing Services for Municipal Corporation, except as noted in an Exhibit, or such expenses that receive prior written approval from Municipal Corporation. 2009-021 01/06/09 MuniServices Ciry ~'lUIII$CI'V1CCS EchoSign Transaction Number: X9VN82K6N6C3V~ 4. CONFIDENTIALITY 4.1 During the term of this Agreement, each patty may have access to certain confidential information of the other including such party's products, services, technical data, trade secrets, inventions, processes, and wnstituent information. All such information must be cleazly labeled as "Confidential Information". Each party shall use the Confidential Infomration of the other solely for performance of this Agreement, and all Confidential Information shall remain the sole property of the respectlve parties. With regazd to Confidential hformation, each party shall use the same care as it uses to maintain the confidentiality of its own confidential information, which shall be no less than reasonable care, and shall not make disclosure of the Confidential Information to any third patty without the written consent of the Disclosing Patty, except to employees, consultants or agents to whom disclosure is necessary to the performance of this Agreement and who are bound by a duty of wnfidentiality. Information shall not be deemed confidential if it (i) is rightfully known to the receiving patty prior to receipt fiom the disclosing party as reasonably evidenced by such party; (ii) becomes known to the receiving patsy from a source other than one who is under an obligation of confidentiality to the disclosing party; or (iii) becomes publicly known or otherwise ceases to be confidential other than by an unauthorized act. At all times, in accordance with Graham-Leach Bliley and other applicable State and Federal regulations, taxpayer information contairring Personally Identifiable Information, as defined in applicable regulations, shall be held in the strictest confidence by MuniServices. 4.2 If a subpoena or other legal process in any way concenring Confidential Information is served upon a party to which Confidential Information has been disclosed ("Recipient"), the Recipient shall promptly notify the Disclosing Party and shall cooperate with the Disclosing Party, at the Tatter's expense, in any lawful effort to contest the validity of such subpoena or other legal process. 4.3 The parties agree that a breach of the temms of Section 4.1 or 4.2 would result in irreparable injury to the non-breaching party for which a remedy in damages would be inadequate. The parties agree that in the event of such breach or threatened breach, the non-breaching party shall be entitled to, in additlon to any other remedies available at law or in equity, seek an injunction to prevent the breach or threatened breach. 4.4 The obligation of confidentiality as set forth in Section 4.1 shall continue for a period of three (3) years from the date of disclosure of the information, provided, however, that for any information which constitutes a Trade Secret (as defined by applicable law), the obligation of confidentiality shall continue during the entire term of this Agreement and shall survive the termination of this Agreement indefinitely. MuniServices' obligation of co~dentiality with respect to any confidential taxpayer data shall continue in accordance with applicable federal, state and local regulations. Notwithstanding the foregoing, all documents and information provided hereunder shall be subject to the applicable provisions of the Texas Public Information Act and may be disclosed by the Municipal Corporation as required thereunder. 5. TERM AND TERMINATION 5.1 Term. This Agreement shall be effective as of the date of the last signature hereto and shalt continue in full force and effect for a period of one yeaz (1). Notwithstanding this section (5.1), if the temm set forth in any Addendum attached to this Agreement differs from the temm of this Agreement, the term of the Addendum is governed by the language in the Addendum. If any Addendum attached to this Agreement is silent about the term of the Addendum then the provisions of this section (5.1) govern the term of the Addendum. TX-CSAI-l22707v! Z i ~ ,RYA Document Integrity Verified EchoSign Transactlon Number: X9VN82K6N6C3V.r 5.2 Temrination of Agreement. Unless temrinated as per section 5.4 below, either patty may terminate this Agreement with or without cause upon thirty (30) days written notice. 5.3 Temvnation of Addenda Any Addendum attached to this Agreement may be terminated as follows: a. Tf the Addendum sets forth a method for terminating the Addendum, that Addendum may only be terminated according to that method; or b. If the Addendum is silent about the method for temilnating the Addendum, that Addendum may be terminated by either party at any time and for any reason or no reason effective on no less than thirty days (30) days notice; or c. Asper section 5.4 below. 5.4 Event of Default. Any of the following shall constitute an event of default ("Event of Default's under this Agreement or any applicable Addendum: (a) Municipal Corporation fails to pay any amount when due hereunder (after ten-days (10) prior written notice of such failure to pay), or (b) a material breach by either party of this Agreement or applicable Addendum. If an Event of Default occurs, the non-breaching party shall notify the breaching party of the Event of Default and provide the breaching party thirty-days (30) to cure (except in the case of non-payment for which the cure period shall be ten (]0) days) or such amount of time as is reasonable given the circumstances. If the breaching party fails to effect cure within the time allowed, then the non- breaching party may, at i[s option, terminate this Agreement or applicable Addendum effective immediately upon notice. 5.5 Effect of Tennination. Notwithstanding non-renewal or termination of this Agreement or any attached Addendum pursuant to Sections 5.1, 5.2, 5.3 or 5.4 above, Municipal Corporation shall be obligated to pay MuniServices for services performed through the effective date of termination for which MuniServices has not been previously paid. In addition, because the services performed by MuniServices prior to temilnation or non-renewal of this Agreement or attached Addendum may result in Municipal Corporation's receipt of revenue after temrination which are subject to MuniServices' fee in accordance with each applicable Addendum, Municipal Corporation shall remain obligated after termination or non-renewal to provide to MuniServices such information as is necessary for MuniServices to calculate the compensation due as a result of this receipt of revenue by Municipal Corporation and Municipal Corporation shall remain obligated to pay MuniServices' invoices therefore in accordance with the terms of this Agreement. 6. EQUAL EMPLOYMENT OPPORTUNITY During performance of this Agreement, MuniServices, for itself, its assignees and successors in interest, agrees as follows: 6.1 Compliance with Regulations: MuniServices shall comply with Executive Order 11246, "Equal Employment Opporhutity" and labor regulations (41 C.F.R Part 60), hereinafter referred to as the "Regulations." 6.2 Nondiscrimination: MuniServices, with regazd to any work perfomted pursuant to this Agreement, shall not discriminate on the ground of race, color, religion, sex, national origin, or veteran status in the selection and retention of employees, subcontractors, the pmcurements of materials or leases of equipment. 6.3 Solicitation for Subcontractor. Including Procurements of Materials and Eauinment: In all solicitations either by competitive bidding or negotiations made by MuniServices for work to be performed under any subcontract, including procurements of materials or equipment, such TX-CSAI-122707v1 3 - I ~ ~r Document Integrity Vented EchoSlgn Transactlon Number: X9VN82K6N6C3V~ potential subcontractor or supplier shall be notified by MuniServices of MuniServices' obligation under this Agreement and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, or veteran status. MuniServices shall not utilize subcontractors without prior written consent of Mwilcipal Corporation. 6.4 Information and Reports: MuniServices shall provide all information and reports required by the Regulations, or orders and instructions issued pwsuant thereto, and will permit access to its books, records, accounts, other sowces of information and its facilities as may be detettnined by Municipal Corporation to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of MuniServices is in the exclusive possession of another who fails or refuses to furnish this information, MuniServices shall so certify to Municipal Corporation and shall set forth what efforts it has made to obtain the information. 6.5 Inwrporation of Provisions: MuniServices shall include the provisions of pazagraphs 6.1 through 6.4 in every subcontract issued pursuant to this Agreement. MuniServices shall take such action with respect to any Regulations, order or insWctions issued pursuant thereto by governmental authority or court of law. 7. WARRANTIES, REPRESENTATIONS AND INDEMNIFICATION 7.1 By MuniServices. MuniServices represents that all Services shall be performed by persons with the skills and abilities necessary and consistent with the standazds of professionalism prevalent in the industry. The Services and deliverables shall be provided fi-ee and clear of the proprietary claims of third parties. All Services shall be provided in accordance with applicable state and federal regulations, including, without limitation, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, and applicable state regulations. Subsection 7.1 is the full and complete warcanty statement of MuniServices under this Agreement. 7.2 By Municipal Comoration. Municipal Corporation represents that the infomration provided to MuniServices in the perfom~ance of Services by MuniServices hereunder shall be provided free and clear of the claims of third parties. Municipal Corporation represents that Municipal Corporation has the right to provide said information to MuniServices and that said information shall not be obscene, defamatory, or otherwise expose MuniServices to liability to third parties. Municipal Corporation represents that it shall use reasonable and diligent efforts in the collection of moneys identified by MuniServices. TX-CSAI-l22707v1 q i ~~'~f Document Integrity Venfled EchaSlgn Transaction Number: X8VN62K6N6C3V~ 7.3 Indemnification. MuniServices agrees to defend, indemnify, and hold harmless ,its directors, officers, employees and affiliates, from any and all claims, suits, demands, losses, damages, liabilities, costs and expenses, including reasonable attorney's fees (collectively "Losses' arising from or related to a claim of injury to person or property or death arising from or caused by the negligent acts or negligent omissions of employees, agents, or representatives of the indemnifying party. 7.4 LIMITATION OF LIABILII'I'. To the maximum extent permitted by law, in no event shall MuniServices, its employees, contractors or agents be liable for any indirect, incidental, special, punitive or consequential damages, lost data or cost of procurement of substitute goods or services arising from or related to the services whether for, among other things, breach of wat7attty or any obligation arising therefrom, and whether liability is asserted in contract or tort (including but not limited to negligence and strict product liability) whether or not MuniServices has been advised of the possibility of any such loss or damage. MuniServices's liability hereunder shall in no event exceed an amount equal to the fees paid by Municipal Corporation for the affected service to which the claim pertains. The foregoing sets forth Municipal Corporation's exclusive remedy for claims arising from or out of this Agreement. The provisions of this section allocate the risks between MuniServices and Municipal Corporation and MuniServices's pricing reflects the allocation of risk and limitation of liability specified herein. 8. GENERAL PROViSION5 S.t Personnel. At any time, Municipal Corporation may request removal or replacement of personnel assigned by MuniServices and MuniServices shall promptly replace such personnel, The time for any deliverables required shall be adjusted to reflect any adverse impact resulting from the change in personnel. 8.2 Gratuities. Gifts. Conflict of Interest. MuniServices shall, at all times, comply with any Municipal Corporation policies regarding gifts, gratuities, or conflicts of interest. At no time shall MuniServices, an employee, agent, director, or contractor offer or accept any gift or gratuity from a third party who may be subject [o findings resulting from Services, to or from any Municipal Corporation official, employee, contractor, or agent, or from any other party where such gift or gratuity could be constnred as a wnflict of interest. MuniServices, its officers, directors, employees, agents, and contractors shall avoid all conflicts of interest, financial or otherwise, or the appearance thereof, in the perfomrance of this Agreement or the applicable Services. 8.3 Dispute Resolution. Any dispute relating to this Agreement shall be resolved by good faith negotiations between the parties. Nothing in this section 8.3 shall preclude or restrict either parry from seeking judicial determination of any dispute or sceking other fomts of resolution such as arbitration or mediation. The prevailing party to any dispute shall be entitled to recover costs and expenses, including reasonable attorney's fees. 8.4 Ownership of Work Product. MuniServices shall retain all right, title, and interest in and to the processes, procedures, models, inventions, software, ideas, know-how, and any and all other patentable or copyrightable material used, developed, or reduced to practice in the performance of this Agreement. Upon payment therefore, Municipal Corporation shall be granted all right, title, and interest in and to the reports, charts, graphs, and other deliverables produced by MuniServices in the performance of this Agreement. 7:r CSA/-122707v/ i ~~t Document Integrity Verified EchoSign Transaction Number: X9VN82K6N6C3V~ 8.5 si ent. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any assignment without such prior written consent shall be void. Notwithstanding the foregoing, MuniServices may assign monies due under this Agreement (whether classified as accounts receivable or otherwise) without consent from the Municipal Corporation. Notwithstanding the foregoing, the Parties hereto may assign all or part of this Agreement immediately, without the prior written consent of the non-assigning Party (a) to any successor in interest to the assigning Party who expressly assumes responsibility for the assigning Party's obligations hereunder; or (b) if necessary to satisfy the rules, regulations and/or orders of any federal or state governmental agency or body. Any violation of the provisions of this Section shall render this Agreement voidable at the option of the non-assi®uing Party. 8.6 Insurance. a. Public Liability, During the term of this Agreement, MuniServices shall maintain in full farce and affect a policy of public liability insurance with minimum coverages in accordance with the requirements provided by Municipal Corporation to MuniServices. MuniServices shall cause Municipal Corporation, its o41icials and employees to be named on all liability policies described above as insured as respects activities undertaken pursuant to the parties' respective obligations pursuant to this Agreement. b. Worker's Compensation. During the term of this Agreement, MuoiServices shall fully comply with the temts of the law of Texas concerning worker's compensation. Said compliance shall include, but not be limited to, maintaining in full force and effect one or more policies of insurance insuring against any liability MuniServices may have for worker's compensation. c. MuniServices shall comply with the insurance requirements in the attached Exhibit B 8.7 Severability. In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed as nearly as possible to reflect the original intent of the parties and the remainder of the provisions shall remain in full force and effect. 8.8 Waiver. Either Party's failure to insist upon strict perfomrance of any provision of this Agreement shall not be wnstrued as a waiver of that or any other of its rights hereunder at any later date or time. 8.9 Force Maieure. Neither party shall be liable for failing to perform its obligations hereunder (other than payment obligations) where delayed or hindered by war, riots, embazgoes, strikes or acts of its vendors or suppliers, accidents, acts of God, or any other event beyond its reasonable control. 8.10 Notices. All notices, including notices of address changes, provided hereunder shall be deemed received on the third day after mailing if sent by mail, or immediately if sent by facsimile. Notices shall be sent to the following: If to MuniServices: MuniServices, LLC 7335 N. Palm Bluffs Avenue Fresno, CA 93711 Attn: Legal Department Email to: lee~al(cDmuniservices.com If to Municipal Corporation: City of Corpus Christi 1201 Leopazd Street Corpus Christi, TX 78401 Attn: Lisa Aguilaz, Asst. City Attorney Email to: lisaa «cctexas.com TX-CSAI-/22707v1 i ~.~D000ment Integrity Verified EchoSign Transaction Number: X9VN82K6N6C3V~ 8.I lCooies. This Agreement may be executed in separate counterparts including facsimile copies, each of which shall be deemed an original, and all of which shall be deemed one and the same instrument and legally binding upon the parties. 8.12Entire A>eement. This Agreement, including the Exhibits attached hereto and made part hereof, constitutes the entire agreement between MuniServices and Municipal Corporation with respect to the Services provided. This Agreement supersedes and replaces any and all prior agreements, of whatever kind or nature, with respect to the Services provided hereunder. Any prior agreements, discussions, or representations not expressly set forth herein are of no force or effect. 8.13No Oral Modification. No modification of this Agreement shall be effective unless set forth in writing and executed with the same formality as this Agreement. No waiver of the requirements of this Section shall be effective unless in writing and signed by the CEO for MuniServices. 8.14Construction and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas without regazd to its conflict of laws principals. The venue for any disagreement is Dallas County, Texas. S.15Headines. The section headings herein aze for convenience and reference purposes only and shall not serve as a basis for conswction or interpretation. 8.16Order of Precedence. In the event of any conflict between the terms of this Agreement and the terns of any Exhibit, the temu of this Agreement shall prevail. No additional terms, purchase order terms and wnditions, or oral or written representations of any kind shall be of any force and effect unless in writing and executed with the same formality as this Agreement. 8.17Partial Pa Went. No receipt by MuniServices of an amount less than Municipal Corporation's full amount due will be deemed to be other than payment "on account', nor will any endorsement or statement on any check or any accompanying letter effect or evidence an accord and satisfaction. MuniServices may accept such check or partial payment without prejudice to MuniServices' right to recover the balance or pursue any right of MuniServices. The Parties aze signing this Agreement as stated in the introductory clause. MuniServices, LLC By: (see digital signature below.l Mazc Herman Title: President By: see digital signature below.) Kevin Cerutti Title: Vice President Finance City of Corpus Christi A Texas Municipal Corporation t L~ By: _s~~i~_ u'~ Title ~ f"~l. MGt~"/'/.P/ ATTEST: City Clerk Approved As To Form: (see digrtal signature below.l Eric Myers, General Counsel TX-CSAI-122707v1 Approved as to form: ~ ~ c~ ~i Lisa Agut ar Assistant Ci orney 7 For City Attorney ~ ~r Document Integrity Verified EchoSign Transaction Number; X9VN82K6N6C3V~ EXIffBIT A EXPANDED SALES TAX COMPLIANCE REVIEW This addendum is dated , 200_ and is between the City of Corpus Christi ("Municipal Corporation', a Texas Municipal Corporation, and MuniServices, LLC, ("MuniServices'~ a Delaware limited liability company, and its affiliates. By this reference this scope of work is incorporated into the Consultant Services Agreement (the "Agreement") between Consultant and Municipal Corporaflon dated 2008. 1. OBJECTIVES MuniServices' Expanded Sales Tax Compliance Review is designed to assist Municipal Corporation 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 Municipal Corporation while giving the Municipal Corporation a more accurate sales tax base upon which to forecast i[s revenue. 2. PROCEDURES Tn providing the Expanded Sales Tax Compliance Review MuniServices shall: • Meet with Municipal Corporation'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 Municipal Corporation's coordinator and define logical checkpoints for reviewing progress; • Review the Municipal Corporation's sales and use tax ordinances for included provisions, coverage, and classification definitions; • Provide and maintain compliance with the Municipal Corporation's sales and use taxes by: ° Detecting and validating qualifying business activities within the Municipal Corporation from which the Municipal Corporation is not receiving revenue. ° Determining whether the business is remitting the sales and use tax due the Municipal Corporation to the state correctly. ° Providing documentation to businesses mistakenly reporting the tax to another jurisdiction to facilitate a correction of the registration information. Assist the business, as necessary, in filing of returns and making payments for all open tax periods. Provide documentation to the state to secure the transfer of funds to the Municipal Corporation that was reported in error to anotherjurisdiction. 3. PROGRESS REPORTS MuniServices will provide periodic progress reports to Municipal Corporation in the form of status updates. These progress reports will also indicate areas in which Municipal Corporation staff may further assist and improve the economic forecasting activities provided hereunder. MuniServices' progress reports will identify ersors/omissions detected, documented and corsected and report on other services of benefit to Municipal Corporation for the time period covered. ~~f Document Integrity Vedlled EchoSign Transaction Number; X8VN82K6N6C3V•r 4. MUNICIPAL CORPORATION RESPONSIBILITIES Municipal Corporation shall assist MuniServices by providing necessary information and assistance to include, but not be limited to, the following: • Providing MuniServices, on a timely basis, infomtation necessary to conduct its compliance review activities including but not limited to, monthly tax payment histories; • Providing a letter of authorization identifying MuniServices as an authorized agent of Municipal Corporation to perfomr 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; and • Notifying MuniServices within 10 business days following receipt by the Municipal Corporation of payments (cash payments, installment payments, or other compensation directly benefiting the Municipal Corporation). The parties agree that Municipal Corporation and/or the State Comptroller retain exclusive authority and responsibility to administer, interpret and enforce the Municipal Corporation's sales and use tax, rewgnizing that MuniServices' role is limited to employing its unique expertise and proprietary tools for: i) detectng and documenting errors/omissions by taxpayers in the application, calculation, collection, and/or remittance of sales and use taxes and, ii) providing Municipal Corporation with technical assistance, without assuming or being delegated the authority or responsibility of Municipal Corporation to administer, interpret, and enforce its sales and use taxes. 5. COMPENSATION MuniServices fee for providing this service is a 30% contingency fee based on the revenue received by the Municipal Corporation as a result of MuniServices detecting and documenting taxpayer reporting en•ors which aze subsequently corrected. The 30% applies to all revenues corrected for the Municipal Corporation for any periods prior to the date of the corrected allocation. The 30% fee also applies to revenues received for the first eight consecutive reporting quarters following correction of the errors and confirmation of receipt of revenue by the Municipal Corporation. However, if MuniServices anticipates that 30% of the amounts owed to Municipal Corporation may exceed $50,000 in any fiscal yeaz, then MuniServices shall immediately notify Municipal Corporation of anticipated amounts, and MuniServices shall suspend further action under this Agreement pending City council approval of this connect. Municipal Corporation agrees to notify MuniServices within 10 business days following receipt by the Municipal Corporation of payments (cash payments, installment payments, or other compensation directly benefiting the Municipal Corporation) resulting from MuniServices' service. Upon being notified of receipt of payment(s), MuniServices will then invoice the Municipal Corporation. Invoices aze due and payable upon receipt. ~~t Document Integdry Veriaed EchoSign Transaction Number: X9VN62K6N6C3V r 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 of Municipal Corporation. 6. ADDITIONAL CONSULTING Municipal Corporation may request that MuniServices provide additional consulting services at any time during the term of the Agreement to which this Addendum is attached. If MuniServices and Municipal Corporation agree on the scope of additional consulting services requested, then MuniServices shall provide the additional consulting services on a Time and Materials basis. Depending on the personnel assigned to perform the work, MuniServices standazd hourly rates range from $75 per hour to $300 per hour. These additional consulting services will be invoiced no less frequently than monthly based on actual time and expenses incurred. Each party is signing this Addendum on the date below that parry's signature. MuniServices, LLC City of Corpus Christi A Texas Municipal Corporation s ~ By: (see dieital sienature below.l By: r.. +Lru~ Marc Herman Title: President Titl . Attest: By: (see digital signature below.l Kevin Cerutti Title: Vice President Finance Approved As To Form: (see diei[al signature below.l Eric Myers, General Counsel Eric Myers (EPM) e-Signed 2008-12-30 04:22PM PST eric. myers@muni services.co m MuniServices, LLC City C erk Approved as to form: ~'n~ `~..t/1^ Lisa Agui ar Assistant Ci Attorney For City Attomey Kevin Cerutti (KCC) e-Signed 2008-12-30 06:32PM PST kevi n.cerutti @muni services.com MuniServices, LLC Marc Herman (MH) e-Signed 2008-12-30 06:57PM PST marc.herman@muniservices.com President General Counsel V.P. Finance Document Integrity Verlfled EchoSign Transaction Number: X9VN82K6N6C3V