RESOLUTION NO. 23-161
Resolution Of The City Council Of The City Of Emeryville Authorizing The City Manager To Execute (i) A Second Amendment To The Contract With Avenu Insights & Analytics To Add A Termination Date Of December 31, 2024 And Increase The Total Annual Fixed Fee By $28,000 For A Total Not To Exceed Amount Of $78,000 For Utility User Tax (UUT) Franchise Compliance Services; And (ii) A First Amendment To The Contract With Avenu Insights & Analytics To Add A Termination Date Of December 31, 2024 And Increase The Total Compensation Amount From The Current Rate Of $2.95 Per Transaction To $3.10 Per Transaction With A Total Not To Exceed Amount Of $9,500 For UUT Administration Services WHEREAS, on October 24, 2001, the City of Emeryville entered into a contract with MuniServices (currently known as Avenu) to perform UUT Franchise Compliance Services with the Total Annual Fixed Fee set at either greater of $10,000 or 0.5% of the total UUT revenues received from the prior fiscal year, a not to exceed amount of $50,000 for a 5-year term, and no termination or expiration date; and WHEREAS, on October 20, 2015, the City entered into a First Amendment to the UUT Franchise Compliance Services Contract and added additional authorizations to the Contractor to examine certain Board of Equalization documents relating to the collection of the City’s UUT on prepaid wireless services; and
WHEREAS, UUT revenues have gradually increased over the past 23 years from $2 million in Fiscal Year (FY) 2001 to $4 million in FY 2023, and the fee structure of the UUT Franchise Compliance Services Contract has not changed since 2001, and the Contractor has requested to increase the contract amount by $28,000 from $50,000 to an amount not to exceed $78,000 which will be offset by increased UUT revenues; and WHEREAS, on April 3, 2013, the City entered into a contract with MuniServices for UUT Administration Services to manage UUT filings, payments, and collection activities with a monthly administration fee based on $2.95 per UUT filing transaction without a total not to exceed amount or termination date; and
WHEREAS, the payment structure of UUT Administration Services Contract has not changed since 2013 to reflect the Contractor’s increased costs of providing services to the City, and the Contractor proposes an increase in the transaction fee by 5% for a new rate of $3.10 per transaction, and a total not to exceed contract amount of $9,500; and WHEREAS, both contracts will terminate on December 31, 2024 since staff will issue a Request for Proposals (RFP) for UUT Franchise Compliance Services and Administration Services in mid-2024; and
WHEREAS, the total fiscal impact to the FY 2024 budget for both contract amendments is anticipated to be $30,500 which would be offset by increased UUT revenues; now, therefore be it
DocuSign Envelope ID: 2CFFFBD9-1D1F-45CA-9754-7419762F4E2C Resolution No. 23-161
Avenu Insights & Analytics UUT Contract Amendments
City Council Meeting | December 19, 2023
RESOLVED, that the City Council of the City of Emeryville hereby authorizes the City Manager to execute a Second Amendment to the Contract with Avenu Insights & Analytics to add a termination date of December 31, 2024 and increase the total Annual Fixed Fee by $28,000 for a total not to exceed amount of $78,000 for UUT Franchise Compliance Services; and be it further
RESOLVED, that the City Council of the City of Emeryville hereby authorizes the City Manager to execute a First Amendment to the Contract with Avenu Insights and Analytics to add a termination date of December 31, 2024 and increase the total compensation amount from the current rate of $2.95 per transaction to $3.10 per transaction with a total not to exceed amount of $9,500 for UUT Administration Services.
ADOPTED, by the City Council of the City of Emeryville at a regular meeting held Tuesday, December 19, 2023, by the following vote:
AYES: 5
Mayor Welch, Vice Mayor Mourra and Council Members Bauters, Kaur and Priforce
NOES: 0
ABSTAIN: 0
ABSENT: 0
MAYOR
ATTEST: APPROVED AS TO FORM:
CITY CLERK CITY ATTORNEY
DocuSign Envelope ID: 2CFFFBD9-1D1F-45CA-9754-7419762F4E2C
C A L I F O R N I A
P R O F E S S I O N A L S E R V I C E S C O N T R A C T
F O R C I T Y U S E O N L Y
Contract No. CIP No.
Resolution No. Project No.
REV 06/2020
SECOND AMENDMENT
THIS SECOND AMENDMENT TO THE PROFESSIONAL SERVICES CONTRACT (“Amendment”) is effective as of ____________________ (the “Effective Date”), by and between THE CITY OF EMERYVILLE, a municipal corporation, (“City”) and AVENU INSIGHTS & ANALYTICS, LLC (“Contractor”), individually referred to as a “Party” and collectively as the “Parties”.
W I T N E S S E T H T H A T
WHEREAS, the City and Contractor entered into a Professional Services Contract dated October 24, 2001 (“Contract”) for the purpose of retaining the services of Contractor to provide Utility Users Tax (UUT) Franchise Compliance Services; and WHEREAS, the City and Contractor entered into a First Amendment to the Contract on October 20, 2015 for the purpose of examining certain State Board of Equalization documents relating to the collection of UUT on prepaid wireless services; and WHEREAS, the City and Contractor desire to amend the Contract to increase the Total Annual Fixed Fee; and
WHEREAS, the City intends to issue a Request for Proposals (RFP) for these services since a competitive procurement has not been undertaken since 2001 and intends to award a new contract by December 2024; and
WHEREAS, the Contractor has agreed to a termination date of December 31, 2024 in order for the City to undertake this RFP; and
WHEREAS, the public interest will be served by this Amendment.
NOW, THEREFORE, the Parties hereto do mutually agree as follows:
1. AMENDMENT
The Parties agree to amend the Contract as checked below:
1.1 Exhibit A
Exhibit A of the Contract is hereby amended in its entirety and replaced with Exhibit A-Revision Number;
DocuSign Envelope ID: FDFCC75F-B902-47F5-86EF-332B8DF3B321 DocuSign Envelope ID: 2CFFFBD9-1D1F-45CA-9754-7419762F4E2C City of Emeryville | Professional Services Contract Amendment REV 06/2020
OR
Exhibit A of the Contract is hereby amended to include the provisions of Exhibit A-Revision Number, attached hereto and incorporated herein by this reference.
1.2 Termination Date
The Parties desire to terminate the contract on DECEMBER 31, 2024.
1.3 Total Compensation Amount
The Parties desire to increase the Total Annual Fixed Fee as set forth in Section 6.A(1) of the Contract by TWENTY-EIGHT THOUSAND DOLLARS AND NO CENTS ($28,000.00). The original contract included compensation of not to exceed FIFTY THOUSAND DOLLARS AND NO CENTS ($50,000.00) for a 5-year term. The Total Annual Fixed Fee amount paid under the Contract as compensation for Services performed and reimbursement for costs incurred shall not, in any case, exceed
SEVENTY-EIGHT THOUSAND DOLLARS AND NO CENTS
($78,000.00).
2. CONTINUING EFFECT OF CONTRACT
Except as amended by this Amendment, all other provisions of the Contract remain in full force and effect and shall govern the actions of the Parties under this Amendment.
From and after the date of this Amendment, whenever the term “Contract” appears in the Contract, it shall mean the Contract as amended by this Amendment.
3. ADEQUATE CONSIDERATION
The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment.
4. SEVERABILITY
If any portion of this Amendment is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
5. WAIVER
The City’s failure to enforce any provision of this Amendment or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default.
SIGNATURES ON FOLLOWING PAGE
DocuSign Envelope ID: FDFCC75F-B902-47F5-86EF-332B8DF3B321 DocuSign Envelope ID: 2CFFFBD9-1D1F-45CA-9754-7419762F4E2C City of Emeryville | Professional Services Contract Amendment REV 06/2020
6. SIGNATURE PAGE TO PROFESSESIONAL SERVICES CONTRACT
SECOND AMENDMENT
IN WITNESS WHEREOF the City and the Contractor have executed this Contract, which shall become effective as of the date first written above.
Approved As To Form:
City Attorney
Dated: CITY OF EMERYVILLE
Paul Buddenhagen, City Manager
Dated: AVENU INSIGHTS & ANALYTICS, LLC
(Signature)
James Barkman, Chief Financial Officer
Attach:
W-9 Form
Attach:
Business License
Certificate
Attach:
Insurance Certificate
and Endorsements
DocuSign Envelope ID: FDFCC75F-B902-47F5-86EF-332B8DF3B321 11/16/2023
DocuSign Envelope ID: 2CFFFBD9-1D1F-45CA-9754-7419762F4E2C
C A L I F O R N I A
P R O F E S S I O N A L S E R V I C E S C O N T R A C T
F O R C I T Y U S E O N L Y
Contract No. CIP No.
Resolution No. Project No.
REV 06/2020
FIRSTFIRST AMENDMENT
THIS FIRST AMENDMENT TO THE PROFESSIONAL SERVICES CONTRACT (“Amendment”) is effective as of ____________________ (the “Effective Date”), by and between THE CITY OF EMERYVILLE, a municipal corporation, (“City”) and AVENU INSIGHTS & ANALYTICS, LLC (“Contractor”), individually referred to as a “Party” and collectively as the “Parties”.
W I T N E S S E T H T H A T
WHEREAS, the City and Contractor entered into a Professional Services Contract dated April 3, 2013 (“Contract”) for the purpose of retaining the services of Contractor to provide Utility Users Tax (UUT) Administration Services; and WHEREAS, the City and Contractor desire to amend the Contract to increase the Total Compensation Amount per transaction; and
WHEREAS, the City intends to issue a Request for Proposals (RFP) for these services since a competitive procurement has not been undertaken since 2013 and intends to award a new contract by December 2024; and
WHEREAS, the Contractor has agreed to a termination date of December 31, 2024, in order for the City to undertake this RFP; and
WHEREAS, the public interest will be served by this Amendment.
NOW, THEREFORE, the Parties hereto do mutually agree as follows:
1. AMENDMENT
The Parties agree to amend the Contract as checked below:
1.1 Exhibit A
Exhibit A of the Contract is hereby amended in its entirety and replaced with Exhibit A-Revision Number;
OR
DocuSign Envelope ID: FDFCC75F-B902-47F5-86EF-332B8DF3B321 DocuSign Envelope ID: 2CFFFBD9-1D1F-45CA-9754-7419762F4E2C City of Emeryville | Professional Services Contract Amendment REV 06/2020
Exhibit A of the Contract is hereby amended to include the provisions of Exhibit A-Revision Number, attached hereto and incorporated herein by this reference.
1.2 Termination Date
The Parties desire to terminate the contract on DECEMBER 31, 2024.
1.3 Total Compensation Amount
The Parties desire to increase the Total Compensation Amount in Article 4 by 5% from the current rate of TWO DOLLARS AND NINETYFIVE CENTS ($2.95) per transaction to a new rate of THREE DOLLARS AND TEN CENTS ($3.10) per transaction, with a total amount not to exceed NINE THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS
($9,500.00).
2. CONTINUING EFFECT OF CONTRACT
Except as amended by this Amendment, all other provisions of the Contract remain in full force and effect and shall govern the actions of the Parties under this Amendment.
From and after the date of this Amendment, whenever the term “Contract” appears in the Contract, it shall mean the Contract as amended by this Amendment.
3. ADEQUATE CONSIDERATION
The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment.
4. SEVERABILITY
If any portion of this Amendment is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
5. WAIVER
The City’s failure to enforce any provision of this Amendment or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default.
SIGNATURES ON FOLLOWING PAGE
DocuSign Envelope ID: FDFCC75F-B902-47F5-86EF-332B8DF3B321 DocuSign Envelope ID: 2CFFFBD9-1D1F-45CA-9754-7419762F4E2C City of Emeryville | Professional Services Contract Amendment REV 06/2020
6. SIGNATURE PAGE TO PROFESSESIONAL SERVICES CONTRACT
FIRST AMENDMENT
IN WITNESS WHEREOF the City and the Contractor have executed this Contract, which shall become effective as of the date first written above.
Approved As To Form:
City Attorney
Dated: CITY OF EMERYVILLE
Paul Buddenhagen, City Manager
Dated: AVENU INSIGHTS & ANALYTICS, LLC
(Signature)
James Barkman, Chief Financial Officer
Attach:
W-9 Form
Attach:
Business License
Certificate
Attach:
Insurance Certificate
and Endorsements
DocuSign Envelope ID: FDFCC75F-B902-47F5-86EF-332B8DF3B321 11/16/2023
DocuSign Envelope ID: 2CFFFBD9-1D1F-45CA-9754-7419762F4E2C