HomeMy WebLinkAboutC2012-326 - 8/27/2012 - NAMuniServices, LLC
Consultant Services Agreement
I. Us.
We are MuniServices, LLC, a Delaware limited
liability company, and a wholly owned
subsidiary of Portfolio Recovery Associates,
Inc.; with an office at 7335 N. Palm Bluffs
Avenue, Fresno, California 93711. In this
Agreement we are referred to as
'MuniServices" or "we ", "our ", "us. We use our
sister company, RDS, to assist us with work.
Sometimes we will refer to you and us as the
"Parties."
If you need to contact us a short Iist of helpful
contacts is attached as Attachment 3.
If you are sending us a notice required by this
Agreement, send it to:
MuniServices, LLC
Attn: Legal Department
7335 N. Palm Bluffs Avenue
Fresno, CA 93711
Email: IegaMmuniservices.com
Facsimile: 559.312.2957
When providing notice to us, you must also
provide a copy of the notice to: PRA General
Counsel, 120 Corporate BIvd., Suite 100,
Norfolk, VA 23502. All notices, including
notices of address changes, provided under
this Agreement are deemed received on the
third day after mailing if sent by regular mail,
or the next day if sent overnight delivery. We
do not accept notices by email or facsimile.
Notice of rate changes or distribution changes
must be sent by certified mail.
2. You.
You are the City of Corpus Christi. You are a
municipal corporation of the State of Texas. In
this Agreement we will refer to you as "you",
'your', "yours ". If we are sending you a notice
required by this Agreement, we will send it to:
City of Corpus Christi
Attn: Constance Sanchez, Finance Director
1201 Leopard Street
Corpus Christi, TX 78401
Email: constancCURcctexas.com
3. Our Services and your payment.
We will provide you with the services listed in
Attachment 1 (the "Services"). You will pay us
the fees listed in that same Attachment If we
are providing more than one Service, each
service will have a separate attachment and
will be labeled Attachment 1- 1,1 -2, etc.
4. What our Services do not include.
We do not provide to you or any third- parties
any legal advice or services. We also do not
provide tax advice to you or third parties. Also
we cannot and therefore do not establish: the
tax rates due from taxpayers; and the
penalties and fees that are assessed against
taxpayers (though we will calculate these
amounts for you as part of the Services once
you have established the rates). We also do
not determine either the amount of refunds or
the proper government account(s) that
taxpayer receipts shall be deposited into.
5. Term of this Agreement.
The initial term of this Agreement begins on
2012 (the "Effective
Date" ] and continues for a period of three
years from the Effective Date. Thereafter this
Agreement will automatically renew for two
successive one year terms (each a "Renewal
Term "), unless either party notifies the other
in writing of its intent not to renew 90 days
prior to the end of the initial term or any
Renewal Term. There are some other ways
this Agreement can end and those are found in
Article I of the General Provisions, Attachment
2.
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8/27112 082712
MuniServices LLC
INDEXED
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 S above.
MuniServices, LLC
B
Marc Herman
Title: President
City of Corpus
a M 'cipal
By:
Title:
r
By:
Do ensen
Title: S lient Services
ATTEST:
09�_M�
City Clerk
Corpus Christi, TX -- NOT Audit & Admin 0$2712
TML �/� ATTACHMENT 1 -1
Local Occupancy Tax Program
T E K A S Audit and Administration Services I�mer
Article 1- Objectives and Methods
MuniServices' Local Occupancy Tax Program Audit service is intended to assist the City in maximizing lodging tax
revenue it is entitled to through an on -site examination of records and education of the lodging providers to ensure
the appropriate collection and remittance of the lodging tax. The Administration service offers a turnkey approach
to ensure appropriate collection, deposit, recording, delinquency follow up and reporting of the local lodging tax.
This service includes all correspondence, forms and other such services to ensure appropriate and timely
remittance of the tax.
MuniServices will perform on -site examination of the records of ten percent (YD %) of the City's standard lodging
properties peryear to insure compliance in collecting and returning the local hotel occupancy tax.
Article 2 -Scope of Work
A. Field Audit Services
1. Perform on -site examinations of the records of those providers requested by City to warrant further
investigation;
2. Provide City staff with a detailed list of all records required to be made available by lodging providers for
the further reviews, together with a draft engagement announcement letter to be sent to each lodging
provider requiring examination;
3. In coordination with City staff, schedule and conduct reviews at the property locations of those providers
identified and authorized for examination;
4. Verify accuracy of filed lodging tax returns with daily and monthly activity summaries;
Review a random sample of the daily and monthly summaries to determine if the daily summaries
reconcile to the monthly summaries;
6. Review bank statements to verify that deposits reconcile with the reported revenue on the lodging tax
returns';
7. Review exempted revenue for proper qualifying documentation;
8. Review a random sample of exempted guest revenue and trace registration and /or other source documents
to verify compliance with the City ordinance;
9. Where possible, compare the State lodging tax filings with City's tax returns;
10. For each error /omission identified and confirmed, submit substantiating documentation to designated City
staff in order to facilitate collection of revenue due from lodging providers for prior periods;
11. Coordinate with designated City official(s) as necessary to review findings and recommendations;
Corpus Christi, TX— HOTAudit &Admin rev 082712
12. Prepare draft Notices of Deficiency Determination, and commendation, warning and credit letters, as
applicable, for City to advise lodging providers of examination results
13. Provide assistance to City in reviewing any matters submitted in extenuation and mitigation by lodging .
providers in contesting a deficiency determination; and
14. Prepare and document any changes to the review findings and provide revised tax, interest or penalty
amounts due the City.
B. Administration Services
Remittance Processing
1. Taxes Processed: MuniServices will perform monthly remittance processing for lodging taxes as designated
by the City.
2. Taxpayer Notification and Remittance: MuniServices will send individualized tax forms to all known
lodging providers ( "Taxpayer(s) "). Taxpayers will remit payments as indicated in Exhibit A, Distribution
Confirmation, attached and incorporated herein by reference. Upon reasonable notice to City, MuniServices
may change the address for payments. Optional Online File and Pay - For an additional set up fee, online
filing and remittance using standard MuniServices formatting will be provided for the Taxpayers
convenience.
3. Deposit Process: Deposits are made to the extent that funds have been received, via Automated Clearing
House of the amounts and to the designated recipients as instructed by the City for each type of tax
collected, as shown in more detail on Exhibit
4. Posting Process: Taxpayer accounts are posted with payment information captured in the MuniServices
revenue system. Additional information such as net sales, deductions, credit sales, measure of tax, name
change and address change is captured and added to the payment data and taxpayer master file (as
determined necessary by MuniServices). Late payments (postmarked by U.S. Postal Service after the due
date) are invoiced at penalty amounts required by State code. Under - payments are invoiced for remaining
tax due plus any required penalties.
5. Changes to Exhibit A: The City shall notify MuniServices in writing immediately of all changes in amounts to
be deposited into the accounts of designated recipients. An amended Exhibit A shall be prepared and
executed by the Parties as soon as reasonably possible. In addition, MuniServices shall provide
documentation confirming each change under the preceding sentence with the first monthly report
reflecting the applicable change. If the changes reflected in the monthly report do not properly reflect the
intended changes of the City, then the City shall immediately notify MuniServices and, thereafter,
MuniServices shall take the steps necessary to insure that designated recipients receive the amounts
intended by the City.
Compliance Services
1. Taxes Reviewed: MuniServices will perform compliance services for lodgings taxes designated by City
under Remittance Processing Services. MuniServices will provide delinquency notification and follow -up.
This includes correspondence, calls, and collection procedures and the related documentation. Delinquency
policies and procedures will be applied consistently and within applicable tax laws. Unless otherwise
directed by the City, MuniServices will make reasonable efforts to collect taxes designated by the City
hereunder. Where deemed reasonably appropriate accounts may be turned over to audit or third party
collection. If the City elects to have its attorney pursue collection of certain uncollected accounts,
MuniServices will assist the City attorney as reasonably requested at its normal hourly rate as reflected
herein.
Corpus Christi, TX- HOTAudit &Admin rev 082712
2. Conduct of Compliance Services: To assure that all taxpayers are treated fairly and consistently and all
compliance services are performed in a similar manner, MuniServices representatives who perform
compliance services will use a similar compliance plan for each compliance service conducted. All funds
due from compliance services will be remitted to City in the same manner as provided for pursuant to
Section A above.
General Provisions
1. Information Provided The City represents that the information provided to MuniServices in
theperformance of services hereunder shall be provided free and clear of the claims of third parties. The
City represents that it has the right to provide this information to MuniServices and that said information
shall not be defamatory or otherwise expose MuniServices to liability to third parties.
2. Compliance with laws Each Party accepts responsibility for its compliance with federal, state, or local laws
and regulations.
3. Taxpayer service MuniServices will provide a taxpayer assistance number for taxpayer questions.
MuniServices will provide standard informational brochures for placement in the City offices, Chamber of
Commerce offices, libraries and any other facilities as requested and /or deemed necessary.
Article 3- Deliverables
A. ReldAudit SQnkes
Provide City staff with a draft Audit Announcement Letter to be sent to each lodging provider to be examined;
and a written report of the findings of such examinations together with draft Notices of Deficiency
Determination, and /or credit, warning or commendation letters as applicable;
Review any extenuation or mitigation proffered to deficiency determinations and prepare draft response to
City staff, and
Provide other collections advice upon request.
B. Adminstration Services
MuniServices will make available to City detailed online reporting, including detailed payment listing,
daily /weekly /monthly reconciliation reports, etc.
MuniServices will provide the City with monthly reports including, but not limited to, payment listings showing
all taxes received related to net receipts reported, a general ledger distribution that corresponds to the City's
account numbers and all fees paid to MuniServices. These reports will be provided by the 10th of the month .
following the tax month;
The City AGREES TO EXAMINE THIS REPORT IMMEDIATELY. IF NO ERROR IS REPORTED BY THE City TO
MuniServices WITHIN 50 DAYS, THE STATEMENT WILL BE DEEMED ACCURATE; All items credited will be
subject to receipt of payment.
Article 4- Compensation
Audit
The Audit Services shall be provided for a fixed fee of $1,000 for each bed and breakfast lodging property audited,
and a fixed fee of $1,500 for all other lodging properties audited with 50% due at the time of audit approval and
50% upon completion of the audit.
Corpus Christi, TX- HOTAudit &Admin revO82712
Administration
The Administration Services shall be provided for an annual fixed fee of one hundred dollars ($100) per lodging
property.
Optional Online File and Pax
By initialing in the space provided here, the City indicates it is selecting the optional online file and pay and
authorizing MuniServices to bill the City for the one -time set up fee of $1,500 which will be invoiced upon
execution of this Agreement
Travel and Out -of- Pocket
Reasonable travel and other out -of- pocket expenses associated with the performance of field audits will not exceed
$150 per audited property without the prior written approval of the City. Such reimbursement shall be billed
annually.
Additional Consulting
City may request that MuniServices provide additional consulting services at any time during the term of this
Agreement. If MuniServices and City agree on the scope of the additional consulting services requested, then
MuniServices shall provide the additional consulting on a Time and Materials basis. Depending on the personnel
assigned to perform the work, standard hourly rates range from $75 per hour to $300 per hour.
These additional consulting services will be invoiced at least monthly based on actual time and expenses incurred.
Article 5 - City Obligations
In order for MuniServices to conduct the Audit and Administration services, we will request the assistance of the
City in the following areas:
A. Field Audit Services
1. Send Audit Announcement. Letter to each lodging provider to be examined with a copy to MuniServices.
2. Inform MuniServices of any circumstances concerning existing payees.
B. Administration Service
1. Prior to the start of the work to be performed, provide MuniServices with (1) the most recent registration
to collect the tax and (2) returns for the time period requested as needed to compile a historical database
for the period of the statute of limitations;
2. Inform MuniServices of any circumstances concerning current existing payees;
3. Inform MuniServices of any updated information retained by the City concerning the existing lodging
properties within the City (i.e. change of ownership, change of corporate status, etc.) and information
regarding the development of new lodging properties within the City in a timely manner so that timely
taxpayer notification can be provided by MuniServices and account information can be updated properly.
4. Cooperate in the transition by reviewing proposed processing and materials, offering comments and
suggestions and providing timely approvals;
S. Undergo training in the use of online applications.
C. Distribution Confirmation
The City will fill in the account information requested on Exhibit A and attach the same to the fully executed
Agreement. Should there be any changes to the account or percentages in Exhibit A, the City shall immediately
notify MuniServices in writing of all changes in amounts to be deposited into the accounts of designated recipients.
Corpus Christi, TX- HOTAudit &Admin revO82712
EXHIBIT A
DISTRIBUTION CONFIRMATION
August 27, 2012
City of Corpus Christi
Attn: Constance Sanchez, Finance Director
1201 Leopard Street
Corpus Christi, TX 78401
Dear Ms. Sanchez:
Funds will be distributed in the following accounts pursuant to this Agreement:
Agency
Routing #
Account #
Distribution %
Tax Type
100%
Lad in
If at any time there are any discrepancies between the schedule set out above and your Municipality's records, please notify us
in writing immediately.
IT IS YOUR RESPONSIBILITY TO PROVIDE NOTICE TO US OF ANY CHANGES IN TAX RATES OR IN THE DISTRIBUTION
OF FUNDS. NOTICE MUST BE IN WRITING AND SENT, VIA CERTIFIED MAIL, TO:
MuniServices, LLC
2317 Third Avenue North, Suite 200
Birmingham, AL 35203
Attn.: Kennon Walthall, COO& SVP, Operations
Thank you for your assistance. If you have any questions, or if I may be of assistance, please let me know.
Connie Taylor, Client Relations Manager
MuniServices
(Phone) : 205-423-4144
(Fax): 205- 423 -4097
[E- mail): ctaylgr @revds.com
I have reviewed the above distribution and verify that it is correct.
By:
Name:
Title:
Corpus Christi, TX— HOTAudit &Admtrn rev 082712
ATTACHMENT 2
General Provisions
Article I
Within 9 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 tows.
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 I imitation 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).
Carpus Christi, TX— HOTAudit &Admin rev 082712
After giving written notice of a breach
The non- breaching parry 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 parry 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.
Corpus Christi, TX— HOTAudit &Admin rev 082712
Article Ii. The parties also agree to the following miscellaneous terms.
1. Independent Contractor. We are an independent
contractor. Nothing in this Agreement is to be interpreted
as: creating the relationship of employer and employee
between you and us or between you and any of our
employees or agents; or creating a partnership or joint
venture between you and us. We are responsible for any
subcontractors we use in performing Services for you and
we are solely responsible to pay those subcontractors.
We may perform similar services for others during this
Agreement and you agree that our representation of
other government sector clients is not a conflict of
interest.
2. Compliance with Laws. The parties agree to comply with
all applicable local, state and federal laws and regulations'
during the term of this Agreement.
3. Intellectual Property. We retain all right, title, and interest
in and to the processes, procedures, models, inventions,
software, ideas, know -how, and any and all other
patentable or copyrightable material used developed or
reduced to practice in the performance of this Agreement.
name, mark or logo of the other Party in any
advertisement or printed solicitation without first having
prior written approval of the other Party. The Parties
shall take reasonable efforts to ensure that its
Subcontractors shall not disseminate any oral or written
advertisement, endorsement or other marketing
materials referencing or relating to the other Party
without that Party's prior written approval. In addition,
the Parties agree that their contracts with all
Subcontractors will include appropriate provisions to
ensure compliance with the restrictions of this Section.
9. Entire Agreement. This Agreement is the entire
Agreement between us and you for the Service(s). This
Agreement supersedes and replaces any prior
Agreements, of whatever kind or nature, for the Service(s)
Any prior Agreements, discussions, or representations not
expressly set forth in this Agreement are of no force or
effect No additional terms, Purchase .Order Terms and
Conditions, or oral or written representations of any kind
are of any force and effect unless in writing and signed
with the same formality as this Agreement
4. Waiver. Either party's failure to insist upon strict
performance of any provision of this Agreement are not
to be construed as a waiver of that or any other of a
party's rights under this Agreement at any later date or
time.
5. Force Majeure. Neither party is liable for failing to
perform its obligations hereunder (other than payment
obligations) where performance is delayed or hindered by
war, riots, embargoes, strikes or acts of its vendors or
suppliers, accidents, acts of God or any other event
beyond its reasonable control.
6. Counterparts. This Agreement may be signed in separate
counterparts including facsimile copies. Each counterpart
(including facsimile copies) is deemed an original and all
counterparts are deemed on and the same instrument and
legally binding on the parties.
7. Assignment MuniServices may assign this Agreement, in
whole or in part, without your consent to any corporation
or entity into which or with which MuniServices has
merged or consolidated; any parent, subsidiary,
successor or affiliated corporation of MuniServices; or
any corporation or entity which acquires all or
substantially all of the assets of MuniServices. Subject to
the foregoing, this Agreement shall be binding upon and
inure to the benefit of the parties and their successors or
assigns.
8. Public Release and Statements. Neither you nor we nor
each of our representatives or agents shall disseminate
any oral or written advertisement, endorsement or other
marketing material relating to each other's activities
under this Agreement without the prior written approval
of the other Party. No Party or its agent will use the
10. No Oral Modification. No modification of this Agreement
is effective unless set forth in writing and signed with the
same formality as this Agreement.
11. Invalidity. If any provision of this Agreement is
determined to be invalid, illegal, or unenforceable, the
remaining provisions of this Agreement remain in full
force, if the essential provisions of this Agreement for
each party remain valid, binding, and enforceable.
12. Construction. This Agreement is to be construed in
accordance with the laws of the State of Texas without
regard to its conflict of laws principals.
13. Headings. The section headings herein are for
convenience and reference purposes only and are not to
serve as a basis for construction or interpretation.
14. Indemnification: MuniServices must indemnify and hold
City, its officers, employees or agents (" Indemnitees l
harmless of, from, and against all claims, demands, actions,
damages, losses, costs, liabilities, expenses, and judgments
recovered from or asserted against Indemnitees on
account of injury or damage to person or property to the
extent any such damage or injury arises out of, or is
caused by, the negligent performance of this Agreement;
or any negligent act or omission, or misconduct on the
part of MuniServices, or any of its agents, servants,
contractors, or employees in the performance of this
Agreement.
Corpus Christi,TX- HOTAudit &Admin rev082712 10
Attachment 3
MuniServices Helpful Contacts
Contact
Project Role
Phone
Email
Ted Kamel
. Client Services Manager
903. 952.9794
tted .kamei @muniservices.com
Brenda Anderson
Client Services Manager
817. 771.4066
brenda.anderson 0munisei3jres.com
Doug Jensen
Sr. Vice President Client Services
559.288.$943
doug.jensenOrguniservi
Lisa Broussard
Vice President Client Services
713.459.5079
Lis
Andrea Hunter
Vice President Audit Services
205.533.0297
abunter@revds.com
Kandi Warnock
HOT Production Manager
817. 905.7027
kandi.vvarnock @muniservicg %g
Doug Estes
Client Relations Manager
559.271.6868
dgug.estes&rnuruseMces&gm
Billing Department
559.271.6946
billing0muni5i i m
Patricia A. Dunn
Contracts Manager
559.271.6852
1 Patricia.dunnOmuniservi
Corpus Christi, TXWHOTAudit &Admin rev 082712 ZI