RESOLUTION NO. 23-162
Resolution Of The City Council Of The City Of Emeryville Authorizing The City Manager To Execute A Third Amendment To The Contract With MuniServices LLC To Add A Termination Date Of December 31, 2024, Increase The Annual Fixed Fee With A Total Not To Exceed Amount Of $2,625 For Sales And Use Tax Report Services, And Add A Total Not To Exceed Amount Of $20,000 For Sales And Use Tax Audit Services
WHEREAS, on January 12, 1990, the City of Emeryville entered into a contract with MuniServices LLC to perform Sales and Use Tax report and audit services with an annual fixed fee for Sales and Use Tax report services of $2,500; and WHEREAS, the contract does not provide a total not to exceed amount for the Sales and Use Tax audit services, and has no termination or expiration date; and WHEREAS, on January 22, 1996, the City entered into a First Amendment with Municipal Resource Consultants which has enacted business under the names of MuniServices, and the contract amendment added business license, revenue enhancement audit, and geo based revenue information services; and
WHEREAS, on April 16, 2020, the City entered into a Second Amendment with MuniServices and added the revenue from a one-quarter-cent sales tax increase from Measure F to the contract; and
WHEREAS, the fee structure of the Sales and Use Tax report and audit services contract has not changed since 1990 to reflect the increased costs of providing services to the City, and the Contractor proposes an increase in the annual fixed fee for Sales and Use Tax report service by 5% from $2,500 to an amount not to exceed $2,625; WHEREAS, the contract will terminate on December 31, 2024 since staff will issue a Request for Proposals (RFP) for Sales and Use Tax report and audit services in mid2024; and WHEREAS, the total fiscal impact to the Fiscal Year 2024 budget for the amendment is anticipated to be $20,000 which is budgeted and would be offset by increased Sales and Use Tax revenues; now, therefore be it
RESOLVED, that the City Council of the City of Emeryville hereby authorizes the City Manager to execute a Third Amendment to the Contract with MuniServices LLC to add a termination date of December 31, 2024, increase the Annual Fixed Fee with a total not to exceed amount of $2,625 for Sales and Use Tax report services, and add a total not to exceed amount of $20,000 for Sales and Use Tax audit services.
DocuSign Envelope ID: 2CFFFBD9-1D1F-45CA-9754-7419762F4E2C Resolution No. 23-162
MuniServices Sales and Use Tax Contract Amendment
City Council Meeting | December 19, 2023
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
THIRD AMENDMENT
THIS THIRD 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 MUNISERVICES 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 January 12, 1990 (“Contract”) for the purpose of retaining the services of Contractor to provide Sales and Use Tax Report and Audit Services; and WHEREAS, the City and Contractor entered into a First Amendment to the Contract on January 22, 1996 for the purpose of including business license, revenue enhancement audit, and geo based revenue information services; and
WHEREAS, the City and Contractor entered into a Second Amendment to the Contract on April 16, 2020 for the purpose of including revenue from a one-quarter-cent sales tax increase from Measure F; and
WHEREAS, the City and Contractor desire to amend the Contract to increase the annual fixed fee by 5% from the current fee of $2,500 to a new fee of $2,625 for Sales and Use Tax Report Services; and
WHEREAS, the City and Contractor desire to amend the Contract to add a total not to exceed amount of $20,000 for Sales and Use Tax Audit Services; and WHEREAS, the City intends to issue a Request for Proposals (RFP) for these services since a competitive procurement has not been undertaken since 1990 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:
DocuSign Envelope ID: 206DE7EA-1A46-4BDF-AC91-C44BA355DBF0 DocuSign Envelope ID: 2CFFFBD9-1D1F-45CA-9754-7419762F4E2C City of Emeryville | Professional Services Contract Amendment REV 06/2020
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
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 for Sales and Use Tax Report Services in Exhibit A of the original contract by 5% from the current annual fixed fee of TWO THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($2,500.00) to a Total Not to Exceed Amount of TWO THOUSAND SIX HUNDRED AND TWENTYFIVE DOLLARS AND NO CENTS ($2,625.00); and add a Total Not to Exceed Amount of TWENTY THOUSAND DOLLARS AND NO CENTS
($20,000.00) for Sales & Use Tax Audit Services.
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.
DocuSign Envelope ID: 206DE7EA-1A46-4BDF-AC91-C44BA355DBF0 DocuSign Envelope ID: 2CFFFBD9-1D1F-45CA-9754-7419762F4E2C City of Emeryville | Professional Services Contract Amendment REV 06/2020
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: 206DE7EA-1A46-4BDF-AC91-C44BA355DBF0 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
THIRD 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: MUNISERVICES LLC
(Signature)
James Barkman, Chief Financial Officer
Attach:
W-9 Form
Attach:
Business License
Certificate
Attach:
Insurance Certificate
and Endorsements
DocuSign Envelope ID: 206DE7EA-1A46-4BDF-AC91-C44BA355DBF0 12/07/2023
DocuSign Envelope ID: 2CFFFBD9-1D1F-45CA-9754-7419762F4E2C