Written materials relating to an item on this agenda that are distributed to the legislative bodies within 72 hours before the item is to be considered at its regularly scheduled meeting will be made available for public inspection at the City Clerk’s Office, 300 West Third Street 4th Floor during customary business hours. Agenda reports are also on the City of Oxnard web site at www.oxnard.org.
In compliance with the Americans with Disabilities Act, if you require special assistance to participate in a meeting, please contact the City Clerk’s Office at 385-7803. Notice at least 72 hours prior to the meeting will enable the City to reasonably arrange for your accessibility to the meeting.
Agenda Item Time Estimates include: (Minutes for Presentation + Council Discussion + Public Comment)
AGENDA
OXNARD CITY COUNCIL
FINANCE AND GOVERNANCE COMMITTEE
Council Chambers, 305 West Third Street
June 27, 2023
Regular Meeting - 5:00 to 6:30 PM
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IN ACCORDANCE WITH ASSEMBLY BILL 2449, MEMBERS OF THE LEGISLATIVE BODY MAY MEET IN-PERSON OR REMOTELY. TO PARTICIPATE REMOTELY VISIT WWW.OXNARD.ORG.
To find out how you may provide public comment, please refer to the instructions below or at www.https://www.oxnard.org/city-meetings/.
The public may view the meeting from home on Spectrum channel 10, Frontier channel 35, or YouTube at Youtube.com/oxnardnews.
Video recordings of the meeting are typically available online following the meeting at the City’s website at www.oxnard.org/city- meetings.
*Please see the link for the Measure M pre-recorded presentation video for each item listed on this agenda.
YOU MAY PARTICIPATE IN THE MEETING IN THE FOLLOWING WAYS:
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2. EMAIL COMMENTS OR SIGN UP TO SPEAK REMOTELY BEFORE THE MEETING
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b. Submit an email to [email protected] by 3 p.m. on the day of the meeting (indicate the agenda item number in the subject line). All email correspondence will be forwarded to the legislative body prior to the start of the meeting and made part of the legislative record.
c. Contact the City Clerk’s Office at (805) 385-7803 to submit your request.
3. PROVIDING PUBLIC COMMENTS REMOTELY DURING THE MEETING 1 OXNARD CITY COUNCIL: FINANCE & GOVERNANCE COMMITTEE
June 27, 2023 - Page 2
a. Follow Zoom details listed above.
b. Public comments on agenda items will be taken following the announcement of the item. After the item is announced, members of the public may register or otherwise be recognized for the purpose of providing public comment.
Please review the Zoom instructions on the registration page to help ensure there are no technical difficulties during your comments and help you understand public comment procedures using Zoom. Detailed participation instructions can be found at www.oxnard.org/city-meetings.
In the event of a disruption which prevents a legislative body of the City of Oxnard from broadcasting a meeting using a call-in option or internet- based service option, or in the event of a disruption within the City’s control which prevents members of the public from offering public comment using the call-in option or internet-based service option, the legislative body shall take no further action on items appearing on a meeting agenda until public access to the meeting via the call-in option or internet-based service option is restored. However, if any of the broadcast options are disrupted, but any of the other broadcast options is still available to the public, the legislative body may take further action on items appearing on a meeting agenda without waiting for the disrupted broadcast option(s) to be restored.
A. ROLL CALL, POSTING OF AGENDA, FLAG SALUTE
Consideration of Teleconference Participation pursuant to Assembly Bill 2449.
During this meeting, Councilmember Teran will be participating remotely from the following location:
Hampton Inn & Suites Ontario Rancho Cucamonga (Business Center) located at 11669 Foothill Blvd., Rancho Cucamonga, CA 91730.
B. PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA
A person may address the legislative body only on matters not appearing on the agenda and within the subject matter jurisdiction of the legislative body. Speaker requests shall be submitted as set forth on the first page of this agenda. Speakers are limited to three minutes. After 30 minutes, if all speakers have not had the opportunity to speak, the remaining speakers will be given an opportunity to speak prior to adjournment of the meeting. The legislative body cannot enter into a detailed discussion or take action on any items presented during public comments at this time. Such items may only be referred to the City Manager/Executive Director/Secretary for administrative action or scheduled on a subsequent agenda for discussion. Persons wishing to speak on public hearing items should do so at the time of the hearing.
C. CONSENT AGENDA
1. City Clerk Department
SUBJECT: Approval of Minutes.
RECOMMENDATION: That the Finance & Governance Committee approve the minutes of the June 13, 2023 regular meeting as presented.
Contact: Rose Chaparro, (805) 385-7805
D. REPORTS
1. Finance Department
SUBJECT: Agreement with ProcureAmerica to Provide Cost Reduction Services.
RECOMMENDATION: That the Finance and Governance Committee recommend to the City Council that they approve and authorize the Mayor to enter into an agreement with ProcureAmerica, Inc. to provide cost reduction consulting services expiring December 31, 2028.
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/J95D7b6WtxY
Contact: Mark Sewell, 805-385-7851
2 OXNARD CITY COUNCIL: FINANCE & GOVERNANCE COMMITTEE
June 27, 2023 - Page 3
2. Finance Department
SUBJECT: Professional Services Agreement 32400016 with MuniServices, LLC for Sales Tax and Transaction Tax Audit Services. (10 minutes)
RECOMMENDATION: That the Finance and Governance Committee recommend that the City Council:
a) Award Agreement No. 32400016 to MuniServices, LLC for a five-year term in the amount not to exceed $600,000 for quarterly Sales Tax Audit Services and Measures O and E transaction tax audit services; and
b) Adopt a Resolution Authorizing Examination of Sales, Transactions and Use Tax Records to MuniServices, LLC.
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/ojkRdvVjiFk
Contact: Mark Sewell, 805-385-7851
3. City Manager Department
SUBJECT: Second Amendment to Agreement No. 9675-22-CM with Aten Design Group, Inc. for Website Redesign Services (10 minutes)
RECOMMENDATION: That the Finance and Governance Committee recommend that City Council approve and authorize the execution of a Second Amendment to an Agreement with Aten Design Group, Inc. to increase Website Redesign Services for an additional $116,140, resulting in a not-to-exceed total cost of $316,140.
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/c05GfYX18CM
Contact: Alexander Nguyen, (805) 385-7430
4. City Manager Department
SUBJECT: Whistleblower Activity Report. (10 Minutes)
RECOMMENDATION: That the Finance and Governance Committee receive and file an update on the whistleblower matters.
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/EJauyVp5m6s
Contact: Shiri Klima, (805) 385-7487
E. ITEMS FOR FUTURE AGENDAS
F. ADJOURNMENT
3 FINANCE AND GOVERNANCE COMMITTEE
AGENDA REPORT
CONSENT AGENDA
AGENDA ITEM NO. C.1
DATE: June 27, 2023
TO: Finance & Governance Committee
FROM: Rose Chaparro, City Clerk, (805) 385-7805, [email protected]
SUBJECT: Approval of Minutes.
RECOMMENDATION
That the Finance & Governance Committee approve the minutes of the June 13, 2023 regular meeting as presented.
BACKGROUND
Approval of Minutes.
STRATEGIC PRIORITIES
This agenda item is a routine operational item.
FINANCIAL IMPACT
There is no financial impact.
Prepared by: Rose Chaparro, City Clerk
ATTACHMENTS
1. MINUTES 06 13 2023 Finance & Governance
4 MINUTES
OXNARD CITY COUNCIL
FINANCE AND GOVERNANCE COMMITTEE
Regular Meeting
June 13, 2023
A. ROLL CALL, POSTING OF AGENDA, FLAG SALUTE
At 5:01 p.m., Chair John C. Zaragoza called to order the regular meeting of the Oxnard City Council Finance and Governa nce Committee in the City Hall Council Chambers at 305 W. Third Street, Oxnard, California. The Assistant City Clerk called the roll and announced the posting of the agenda. Chair John C. Zaragoza , Member Gabriela Basua, and Member Gabriel (Gabe) Teran were present in person.
Staff members present in person were Alexander Nguyen, City Manager; Stephen M.
Fischer, City Attorney; Shiri Klima, Deputy City Manager; Lisa Baker, Assistant Human Resources Director; Michael Wolfe, Public Works Director ; Brian Ya nez, Assistant Public Works Director; Steve Howlett, Assistant Public Works Director; Gary Krumian, IT Programmer Analyst; Adam Smith, Project Manager; Eric Zetz, Environmental Resources Manager; and Dee Lai, Assistant City Clerk.
Consideration of Teleconference Participation pursuant to Assembly Bill 2449.
B. PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA (None Received.)
C. CONSENT AGENDA
1. City Clerk Department
SUBJECT: Approval of Minutes.
RECOMMENDATION: That the Finance & Governance Committee approve the minutes of the May 23, 2023 regular meeting as presented.
It was moved by Memb er Teran, seconded by Member Basua , to approve the Information/Consent item as presented. VOTE: Basua, Teran, and Zaragoza voted in f avor; the motion carried 3-0.
D. REPORTS
1. Human Resources Department
SUBJECT: Third Amendment to Agreement for Recruitment Services with Gallagher Benefit Services, Inc.
RECOMMENDATION: That the Finance and Governance Committee recommend that the City Council approve and authorize the Mayor to execute a Third Amendment to Agreement No. 9338-21-HR with Gallagher Benefit Services, Inc. for recruitment 5 JUNE 13, 2023 OXNARD CITY COUNCIL PAGE 2
FINANCE & GOVERNANCE COMMITTEE
services to extend the term to September 30, 2025, and increase the total amount by $155,000 to $355,000.
Lisa Baker, Assistant Human Resources Director presented and answered the Committee’s questions. No p ublic comments were received. Discussion ensued among the Committee and staff.
It was moved by Member Teran, seconded by Member Basua, to approve the recommended action as presented. VOTE: Basua, Teran, and Zaragoza voted in favor; the motion carried 3-0.
2. Information Technology Department
SUBJECT: Third Amendment to Agreement A-8011 with Superion LLC, a CentralSquare Company, for Information Technology Software and Services.
RECOMMENDATION: That the Finance and Governance Committee recommend that City Council approve and authorize the Mayor to execute a Third Amendment to Software License Agreement A-8011 with Superion LLC, a CentralSquare Company, in the amount of $612,476 for FY23-24 with a new not-to-exceed total agreement amount of $2,070,981 for information technology software and services.
Gary Krumian, IT Programmer Analyst presented and was available to answer the Committee’s questions. No public comments were received. Discussion ensued among the Committee and staff.
It was moved by Member Basua, seconded by Member Teran, to approve the recommended action as presented. VOTE: Basua, Teran, and Zaragoza voted in favor; the motion carried 3-0.
3. Public Works Department
SUBJECT: Fiscal Year 2023-24 Utility Ratepayers Assistance Program (Project Assist) Update.
RECOMMENDATION: That the Finance and Governance Committee recommend that the City Council:
1. Adopt a resolution for the Utility Ratepayers Assistance Program (Project Assist) for Fiscal Year 2023-24 to assist eligible Oxnard residents and authorize staff to grant financial relief equal to a monthly $25.00 maximum credit per utility bill charged to residential customers who meet the eligibility requirements discussed in this staff report up to the amount funded for Fiscal Year 2023-24; and
2. Authorize staff to fund Project Assist in Fiscal Year 2023-24 by utilizing $241,500 that has been paid to the City for late penalties charged to City utility customers.
Brian Yanez, Assistant Public Works Director presented and answered the Committee’s 6 JUNE 13, 2023 OXNARD CITY COUNCIL PAGE 3
FINANCE & GOVERNANCE COMMITTEE
questions. No public comments were received. Discussion ensued among the Committee and staff.
It was moved by Chair Zaragoza, seconded by Member Basua, to approve the recommended action as presented. VOTE: Basua, Teran, and Zaragoza voted in favor; the motion carried 3-0.
4. Public Works Department
SUBJECT: Audit Services with Eadie & Payne, LLP for the City’s Golf Operations Audit.
RECOMMENDATION: That the Finance and Governance Committee recommend that the City Council approve an amount not to exceed $20,000 for Eadie & Payne, LLP to perform an audit of the City’s golf operations.
Steve Howlett, Assistant Public Works Director presented and answered the Committee’s questions. No public comments were received. Discussion ensued among the Committee and staff.
It was moved by Member Basua, seconded by Member Teran, to approve the recommended action as presented. VOTE: Basua, Teran, and Zaragoza voted in favor; the motion carried 3-0.
E. ITEMS FOR FUTURE AGENDAS (No requests were made.)
F. ADJOURNMENT
There being no further busine ss on the agenda, and without objection, Chair Zaragoza adjourned the meeting at 5:25 p.m.
ROSE CHAPARRO JOHN C. ZARAGOZA
City Clerk Chair
7 FINANCE AND GOVERNANCE COMMITTEE
AGENDA REPORT
REPORTS
AGENDA ITEM NO. D.1
DATE: June 27, 2023
TO: Finance & Governance Committee
FROM: Mark Sewell, Assistant Chief Financial Officer, 805-385-7851, [email protected]
SUBJECT: Agreement with ProcureAmerica to Provide Cost Reduction Services.
RECOMMENDATION
That the Finance and Governance Committee recommend to the City Council that they approve and authorize the Mayor to enter into an agreement with ProcureAmerica, Inc. to provide cost reduction consulting services expiring December 31, 2028.
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/J95D7b6WtxY
BACKGROUND
ProcureAmerica assists businesses and governments in reducing utility costs through expert analysis of utility rate schedules. ProcureAmerica provides the City of Oxnard (City) with a no obligation or cost offer to survey utility tariff rates for our gas and electricity accounts in order to identify cost reduction opportunities and overall expense transparency. Furthermore, ProcureAmerica has specific expertise in other areas of expenditure across the City including telecommunications, trash and waste, shipping and logistics and document management. Staff contacted other cities and counties where ProcureAmerica had performed utility analysis, and based on its success, decided to request Council’s authorization to move forward.
In order to achieve any utility savings, ProcureAmerica will need to review and implement applicable California Public Utilities Commissions (CPUC) decisions and rate structures with Southern California Edison (SCE) identified in the Utilities Savings Review. ProcureAmerica's utility Tariff Rate Optimization Study (TROS®) includes analysis of the City’s electric, natural gas, and solar accounts. ProcureAmerica's Utility Division is unique and highly specialized as the work focuses primarily on a legal review of tariff rates and tax structures. Its firm does not operate within the utility conservation space (behavioral, technology, operations) and concentrates solely on TROS® analysis where they conduct a forensic legal review of the CPUC rulings, interpretations and regulations, as it applies to commercial and governmental tariff rate assignments. Further, its firm has deep experience in municipal tax code applications and apply this expertise to our North American Industry Classification (NAICS) designations in search of exemptions and cost mitigation opportunities.
This negotiation process with SCE requires industry expertise, which staff does not have, to achieve maximum savings. ProcureAmerica has a proven track record for success serving local governments with hundreds of thousands of dollars in savings identified and received. Clients such as the City of Dana Point, City of San Clemente, the City of Irvine, and the County of Orange have all received benefits from ProcureAmerica’s services.
8 Scope of Services
ProcureAmerica will perform an analysis of all current costs and rates for the areas identified above, and present a list of potential savings to City staff. Following this initial analysis the City will make the necessary determination as to whether to proceed with the recommendations and realize any savings identified. Given the nature of this agreement, the exact savings (and therefore cost) is unknown until the analysis is completed. The terms of the agreement state that ProcureAmerica will assist the City to identify, and then negotiate more favorable rates resulting in reduced costs to the City, for which they would be compensated at 30% of the resulting savings for a period not to exceed five years.
ProcureAmerica will commence its analysis with a review of the costs paid by the City for utility services, and progress through the other areas of expenditure such as telecommunications etc. in coordination with key departmental staff responsible for the management of those costs. In the unlikely event that the initial analysis fails to identify any opportunities to save the City money, staff would recommend no further action from the City, or ProcureAmerica resulting in no cost to the City.
In 2020, ProcureAmerica negotiated a contract with the County of Orange including “piggyback” provisions that enable the City to enter into an agreement with the same scope and terms for the same compensation, in compliance with the City’s Purchasing Policies. The contract with the County of Orange was the result of a competitive request for proposal process, and the contract is still in operation between those two parties.
STRATEGIC PRIORITIES
This agenda item supports the Organizational Effectiveness strategy. The purpose of the Organizational Effectiveness strategy is to reinforce, stabilize, improve, and strengthen the organizational foundation of the City in order to build a modern, high-functioning City government that effectively and efficiently supports the operating departments in providing high-quality services and programs for our residents and businesses.
FINANCIAL IMPACT
The financial impact is unknown at this time. The City is not required to provide any upfront payment to ProcureAmerica. Should the initial evaluation identify savings, and staff determine it in the best interest of the City to negotiate new rates, any benefits will be credited to the fund(s) in which they relate, in the fiscal year that they are realized, along with the pro rata share of the project costs incurred to realize those savings. This will ensure that each separate fund receives its appropriate and equitable share of the benefits and costs related to this agreement. ProcureAmerica’s fee will amount to 30% of the savings calculated for the City. If savings are identified, the remaining 70% would return to the City's reserves. After the initial contract term, 100% of the savings will be retained by the City.
Prepared by: Mark Sewell, Assistant Chief Financial Officer
ATTACHMENTS
1. ProcureAmerica Agreement 32400009
2. ProcureAmerica Agreement Presentation
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
29 Agreement with ProcureAmerica, Inc.
to provide Cost Reduction Services.
Finance and Governance Committee Meeting
Mark Sewell, Assistant Chief Financial Officer
June 27, 2023
30 That the Finance and Governance Committee recommend to City Council that they award Agreement number 32400009 to Procure America, Inc. for a five and a half year term to provide Cost Reduction Services for the City of Oxnard.
RECOMMENDATION 2
31 • ProcureAmerica, Inc. assist governmental agencies to reduce costs of various utilities, commodities and services through analysis of rate schedules and forensic reviews of City agreements for many areas of expenditure.
• This agreement enables PA to review the City’s agreements with utility companies and other vendors in order to identify any areas of potential savings.
• Many of these agreements require specialized knowledge and legal review that the City does not currently have on staff. • Any potential savings will be presented to Staff and the City determines whether to implement any recommended actions as proposed by PA.
COST REDUCTION SERVICES 3
32 • City utilizing the “piggyback” provisions included in a 2020 agreement with the County of Orange and Procure America, Inc.
• This agreement was the result of a competitive request for proposals (RFP) process to which PA were the selected vendor. • Using “piggyback” provisions is an efficient and effective way to ensure best value, without the time and expense of running a full RFP process at the City.
• References from current clients are positive with some significant savings identified and being delivered as a result of the same services under consideration with this agreement with the City of Oxnard.
PROCURE AMERICA, INC. 4
33 • Subject to the City’s requests, PA will review the following areas of expenditure and identify potential savings. In addition PA will assist the City with any negotiations or changes necessary to realize those savings.
• Utilities
• Telecommunications
• Waste and Recycling
• Document Management
• Shipping and Logistics
• PA will conduct an audit of invoices, and create a strategic plan of how the City can realize reduced costs through rates. • PA clients include County of Orange and cities of Irvine, San Clemente and Dana Point.
AREAS OF FOCUS 5
34 • The agreement is a cost share agreement whereby PA receive 30% of all proven savings that they identify, and help the City realize.
• These savings are calculated on the price variance only. • Any saving purely due to reduced consumption, does not yield a payment to PA.
• PA will analyze cost categories based on City prioritization and make recommendations for savings.
• City can choose to accept or reject recommendations.
• Anticipated that most analysis will be complete by December 2023, and savings start to be realized in Fiscal Year 2023-24.
COMPENSATION 6
35 • Staff will review all recommendations for cost reductions and track performance.
• Savings will be credited to the fund that incurs the reduced expenditure, along with its pro-rated share of the compensation to PA.
• Each fund will receive 70% of the savings during the term of the agreement.
• 100% of savings made beyond the term of this agreement will belong to the City.
SAVINGS 7
36 That the Finance and Governance Committee recommend to City Council that they award Agreement number 32400009 to Procure America, Inc. for a five and a half year term to provide Cost Reduction Services for the City of Oxnard.
RECOMMENDATION 8
37 38
FINANCE AND GOVERNANCE COMMITTEE
AGENDA REPORT
REPORTS
AGENDA ITEM NO. D.2
DATE: June 27, 2023
TO: Finance & Governance Committee
FROM: Mark Sewell, Assistant Chief Financial Officer, 805-385-7851, [email protected]
SUBJECT: Professional Services Agreement 32400016 with MuniServices, LLC for Sales Tax and Transaction Tax Audit Services. (10 minutes)
RECOMMENDATION
That the Finance and Governance Committee recommend that the City Council:
a) Award Agreement No. 32400016 to MuniServices, LLC for a five-year term in the amount not to exceed $600,000 for quarterly Sales Tax Audit Services and Measures O and E transaction tax audit services; and
b) Adopt a Resolution Authorizing Examination of Sales, Transactions and Use Tax Records to MuniServices, LLC.
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/ojkRdvVjiFk
BACKGROUND
Sales and use tax auditing is common across municipalities in California to ensure each agency is receiving its appropriate share and allocation of tax proceeds. Often these audits result in additional remittances to the benefit of that agency. Furthermore, the firms that provide these types of services create information that is vital to the formulation of budgets and financial planning for tax revenues.
DISCUSSION
On January 30, 2017, the City entered into a contract with Hinderliter, de Llamas and Associates (HdL) for quarterly Sales Tax Audit Services. The contract (including subsequent amendments) will reach the contract threshold and expiration date on June 30, 2023. In anticipation of this, the Purchasing Division of the Finance Department issued a request for proposals (RFP) for sales tax auditing services on February 8, 2023.
The Purchasing Division posted the RFP on the City's public purchasing platform and two qualified firms submitted a proposal: the incumbent provider, HdL, and MuniServices. An evaluation team consisting of an Assistant CFO, Controller and Management Accountant/Auditor was formed to review the two proposals.
Proposals were ranked based upon four weighted criteria: overall responsiveness, company profile, demonstrated technical competence to perform the service, and cost. Though both companies have positive references from many California public agencies, based on the combined individual scoring, staff is recommending awarding the contract to MuniServices, LLC as it will best meet the needs of the City. 39 California Revenue and Taxation Code Section 7056(b) states that the State Board of Equalization (now known as the California Department of Tax and Fee Administration or CDTFA) has the authority to allow authorized officers, employees, or designated individuals to examine the sales and use tax records maintained by the CDTFA. This permission is granted when the City requests it through a resolution adopted by the City Council.
The purpose of Section 7056(b) is to enable the City to have access to and examine the sales and use tax records collected by the CDTFA. By granting access to these records, the City can verify the accuracy and completeness of the tax collection.
STRATEGIC PRIORITIES
This agenda item is a routine operational item or does not relate to the five strategic priorities adopted by City Council on March 16, 2021.
FINANCIAL IMPACT
Sales and use tax audit services often include a revenue share element whereby the audit company that is able to identify a misallocation or some form of adjustment that benefits the City would receive compensation based on a percentage of that additional revenue. MuniServices will receive fifteen percent (15%) of all taxes identified that the City would likely have not received without that service. By comparison, the previous agreement with HdL included a 25% payment for any Measure E or O taxes recovered.
Staff anticipates that the tax recovered over the life of this agreement may result in estimated payments to MuniServices of $100,000 per year, similar to recent trends and experience. Staff recommends a five-year not to exceed contract value of $600,000, with $100,000 of this total allocated as contingency to account for inflationary or other unforeseen impacts, cognizant that under this agreement the City would be receiving the other 85% of any increased taxes recovered over historic averages.
The annual cost will be included in all General Fund Finance Department operating budgets for each fiscal year, beginning with the Proposed Budget for FY 2023-24.
For Finance Use Only: General Fund (Org. 1011602, Obj. 53200)
Prepared by: Mark Sewell, Assistant Chief Financial Officer
ATTACHMENTS
1. Muniservices Agreement 32400016
2. Resolution - Authorizing Examination of Sales, Transactions and Use Tax Records
3. Muniservices Agreement Presentaion
40 Agreement No. 32400016
AGREEMENT FOR PROFESSIONAL SERVICES
COVER PAGE
(1) Agreement Start Date: July 01, 2023
(2) Consultant: Muniservices, LLC
(3) Services: Sales Tax Audit Services and Transaction Tax Audit Services for Measure O and Measure E (4) Schedule of Services: See Scope of Services Exhibit A, which is attached hereto and incorporated herein (5) Agreement Ending Date: June 30, 2028
(6) Total Agreement Amount: $600,000.00
(7) City’s Project Manager: Mark Sewell, Interim CFO
(8) Consultant’s Project Manager: Janis Varney, VP of Sales & Use Tax Audit (9) Insurance Coverage: INS-A
(10) Addresses for Notice:
FOR CONSULTANT: FOR CITY:
5860 Trinity Parkway, Suite 120 300 W Third Street
Centreville, VA 20120 Oxnard, CA 93030 Attn: Janis Varney Attn: Mark Sewell
(11) Contact Emails:
CONSULTANT’S PROJECT MANAGER: CITY’S PROJECT MANAGER:
Janis Varney Mark Sewell
[email protected] [email protected]
The Agreement for Professional Services is attached hereto and incorporated herein by this reference. The following exhibits are also attached hereto and incorporated herein by this reference into the Agreement:
X Scope of Services Exhibit
X Rates and Costs Exhibit
X Insurance Exhibit (INS-A)
41 Agreement No. 32400016
AGREEMENT FOR PROFESSIONAL SERVICES (V-05/23/22)
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is entered into in Ventura County, California, on the date that is written as “(1) Agreement Start Date” on the Cover Page, which is attached hereto and incorporated herein by this reference. This Agreement is entered by and between the City of Oxnard (“City”) and the person or entity listed as “(2) Consultant” on the Cover Page, subject to the following terms and conditions:
1. Scope of Services . Consultant shall provide to City the services listed as “(3) Services” on the Cover Page (the “Ser vices”). Consultant shall provide the Services during the term of this Agreement, as set forth below, according to the schedule written as “(4) Schedule of Services” on the Cover Page, and as further explained in the Scope of Services Exhibit, which is attached hereto and incorporated herein by this reference. In the event of any conflict between the terms of this Agreement and any incorporated document(s), the terms of this Agreement shall control.
2. Standard of Performance. Consultant shall undertake and complete the Services to conclusion using the standard of care, skill and diligence normally provided by a professional person in the performance of similar consulting services.
3. Correction of Errors. Consultant shall corr ect, at its expense, all errors which may be disclosed during review of the Services. Should Consultant fail to make such correction in a reasonably timely manner, such correction shall be made by City, and the cost thereof shall be paid by Consultant.
4. Term. This Agreement shall begin on the date that is written as “(1) Agreement Start Date” on the Cover Page and shall end on the date that is written as “(5) Agreement Ending Date” on the Cover Page. Time is of the essence in this Agreement.
5. Compensation. For the Services performed during the term of this Agreement, City shall pay Consultant an amount not to exceed the amount that is listed as “(6) Total Agreement Amount” on the Cover Page, at the rates listed in Rates and Costs Exhibit, attached hereto a nd incorporated herein by this reference. The rates in Rates and Costs Exhibit shall be in effect through the end of this Agreement. Except as otherwise expressly provided in this Agreement, City shall not be responsible for expenses incurred by Consultant in performing the Services.
6. Invoices. Consultant shall submit a payment request to City by the end of each calendar month listing the Services provided, costs of those Services, and total amount due for the month. Each invoice must also list the current balance on the Agreement, including that invoice, as well as the months remaining on the term of the Agreement. Invoices may be emailed to: [email protected].
7. Acceptance of Payment. Consultant’s acceptance of final payment made pursuant to this Agreement shall constitute a release of City from all claims and liabilities for compensation to Consultant for anything completed, finished or relating to the Services. City’s payment shall not constitute nor be deemed a release of the responsibility and liab ility of Consultant for the accuracy and competency of the information provided and/or the Services performed hereunder, nor shall such payment be deemed to be an assumption of responsibility or liability by City for any defect or error in the Services per formed by Consultant and its employees, agents and subcontractors. Consultant shall provide City with a completed Request for Taxpayer Identification Number and Certification, as issued by the Internal Revenue Service. If any sales tax is due for the Services performed by Consultant or materials or products provided to City by Consultant, Consultant shall pay the sales tax. City shall not reimburse Consultant for sales taxes paid by Consultant.
8. Non-Appropriation of Funds . Payments to be made to Consultant by City for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and unencumbered appropriation of City. In the event City does not appropriate sufficient funds for payment of the Services beyond the current fiscal year, this Agreement shall cover payment for the Services only up to the 42 Agreement No. 32400016
AGREEMENT FOR PROFESSIONAL SERVICES (V-01/29/21)
conclusion of the last fiscal year in which City appropriated sufficient funds and shall automatically terminate at that fiscal year’s conclusion.
9. Coordination of Services . The Services shall be coordinated with the person in the position listed in “(7) City’s Project Manager” on the Cover Page, subject to the direction of the City Manager and Department Director. Consultant hereby designates the person in the position listed in “(8) Consultant’s Project Manager” on the Cover Page as the person responsible for the Services who shall coordinate with City’s Project Manager in making binding decisions in line with this Agreement on behalf of Consultant.
10. Personnel. Consultant represents that it has, or shall secure at its own expense, all personnel required to perform the Services. Any person who performs engineering services pursuant to this Agreement shall be licensed as a Civil Engineer by the State of California and in good standing. Consultant shall make reasonable efforts to maintain the continuity of Consultant’s staff who are assigned to perform the Services. Consultant may associate with or employ associates or subcontractors in the performance of the Services, but at all times shall Vendor be responsible for its associates and subcontractors’ labor, advice or materials provided in furtherance of providing the Services. Should any of Consultant’s employees, assi gns or subcontractors not conduct him - or herself appropriately, as determined by the City’s Project Manager, in the process of providing the Services or any portion thereof, the City’s Project Manager may notify the Consultant’s Project Manager, who shall immediately handle the problem, as determined appropriate by him or her, such that the problem does not persist.
11. Additional Work . City may request additional specified work under this Agreement. The City’s Project Manager must authorize all such work in writing before commencement. Consultant shall perform such work, and City shall pay for such additional work, in accordance with Rates and Costs Exhibit. Should the work not fall under any such listed rate or cost, Consultant shall submit a quote for all additional work, which the City’s Project Manager must approve in writing by before any such work may commence. The City shall compensate Consultant for any work that does not fall under a rate or cost listed in the Rates and Costs Exhibit, and for which Consultant did not obtain the City’s Project Manager’s written approval before work commenced, as determined by the City’s Project Manager in his or her sole discretion.
12. Audit. City shall have the option of inspecting, auditing and/or reproducing all reco rds and other written materials used by Consultant in preparing its billings to City as a condition precedent to any payment to Consultant. Consultant will promptly furnish all documents requested by City. Additionally, if this Agreement is in excess of $1 0,000, the State Auditor may examine and audit Consultant for a period of 3 years after final payment under the Agreement. Regardless of whether a State audit is permitted, Consultant shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement. Consultant shall include a copy of this Section 12 in all contracts with its subcontractors, and Consultant shall be responsible for immediately obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or City.
13. Termination. City may terminate this Agreement at any time, with or without cause and without penalty, upon 15 days prior written notice. Such termination shall be effective on the date specified in the notice, or if no date is specified, then 10 calendar days from the date of delivery or mailing of such notice. Consultant may terminate this Agreement at any time, with or without cause and without penalty, upon 30 days prior written notice.
Such termination shall be effective on the date specified in the notice, or if no date is specified, then 10 calendar days from the date of delivery or mailing of such notice and only if all assignments accepted by Consultant have been completed before the date o f termination. In the event of termination of this Agreement by either party due to no fault or failure of performance by Consultant, City shall pay Consultant compensation for all Services satisfactorily completed in accordance with all of the terms and p rovisions of this Agreement, as determined by the City, before the effective date of termination; provided, in no event shall the Consultant receive an amount exceeding that which would have been paid to Consultant for the full performance of the Services.
14. Hold Harmless, Defense and Indemnity.
If Consultant provides any architectural, landscape architectural, engineering or land surveying (“design professional”) services, to the maximum extent permitted by law, Consultant shall hold harmless, defend, and 43 Agreement No. 32400016
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indemnify City, its legislative and advisory bodies, and the City’s officials, directors, officers, employees, and agents (collectively, “Indemnitees”) from and against any and all claims, demands, causes of action, damages, injuries, liabilities, losses, penalties, fines, judgments, costs or expenses, including reimbursement of attorneys’ fees, court costs and costs of alternative dispute resolution, including but not limited to those relating to death or injury to any person and injury to any property (c ollectively, “Claims”), to the extent that the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or of any of its officers, employees, subcontractors or agents in the performance of the Agreemen t or in the failure to comply with any of the obligations contained in this Agreement. Consultant’s obligation to defend is a separate and distinct obligation from Consultant’s duty to indemnify and applies through final judgment, including exhaustion of a ny appeals. Consultant shall be obligated to defend Indemnitees in all legal, equitable, administrative, or special proceedings, with counsel approved by the City Attorney, to the extent required herein immediately upon tender to Consultant of the Claim i n any form or at any stage of an action or proceeding. The defense obligation includes the obligation to provide independent defense counsel if Consultant asserts that the liability is caused in whole or in part by the negligence or willful misconduct of any of the Indemnitees.
If Consultant provides no design professional services, to the maximum extent permitted by law, Consultant shall hold harmless, defend and indemnify the Indemnitees from and against any and all Claims, which arise out of, pertain to, or relate to the performance of this Agreement, or the failure to comply with any of the obligations contained in this Agreement, by Consultant or of any of its officials, directors, officers, employees, subcontractors, or agents. Consultant’s obligation to defend is a separate and distinct obligation from Consultant’s duty to indemnify and applies through final judgment, including exhaustion of any appeals. Consultant shall be obligated to defend Indemnitees in all legal, equitable, administrative, or special proceedings, with counsel approved by the City Attorney, immediately upon tender to Consultant of the Claim in any form or at any stage of an action or proceeding. The defense obligation includes the obligation to provide independent defense couns el if Consultant asserts that the liability is caused in whole or in part by the negligence or willful misconduct of any of the Indemnitees.
a. The review, acceptance or approval of Consultant’s work or work product by any of the Indemnitees shall not affect, relieve or reduce Consultant’s indemnification or defense obligations. This Section 14 shall survive completion of the Services or termination of this Agreement. The provisions of this Section 14 shall not be restricted by and does not affect the provisions of this Agreement relating to insurance.
15. Insurance. Consultant shall obtain and maintain during the performance of any services under this Agreement the insurance coverages listed within the insurance document stated in “(9) Insurance Coverage” on the Cover Page and in the Insurance Exhibit, which is attached hereto and incorporated herein by this reference, unless the City’s Risk Manager waives, in writing, the requirement that Consultant obtain and maintain such insurance coverages. Consultant shall, before performance of any Services, file with the City’s Risk Manager evidence of insurance coverage as specified in “(9) Insurance Coverage” on the Cover Page and in the Insurance Exhibit.
Maintenance of insurance coverages by Consultant is a mat erial element of this Agreement. Consultant’s failure to maintain or renew insurance coverages or to provide renewal evidence, and any lapse in insurance coverage, may be considered a material breach of this Agreement.
16. Documents and Materials.
a. All final computations, exhibits, files, plans, correspondence, reports, drawings, designs, data, photographs, specifications, information, images, video files, media, or other deliverables prepared, created, drawn, calculated, photographed or developed by Consultan t pursuant to this Agreement (“Documents and Materials”) shall be the City’s property without restriction or limitation upon its use, duplication or dissemination. All Documents and Materials shall be considered “works made for hire,” and all Documents and Materials and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of the City without restriction or limitation upon their use, duplication or dissemination by the City. Consultant shall not obtain or attempt to obtain copyright protection as to any Documents and Materials. Consultant hereby assigns to the City all ownership and any and all intellectual property rights to the Documents and Materials that are not otherwise vested in the City pursuant to this Section 16.
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b. Consultant shall deliver all Documents and Materials to City’s Project Manager upon completion of the Services or termination of this Agreement without additional cost or expense to the City. Additionally, anytime at City’s request, City shall be entitled to possession of, and Consultant shall furnish to City’s Project Manager within 10 calendar days, any or all of the Documents and Materials without additional cost or expense to the City. In both situations, if Consultant prepares Documents and Materials on a computer, Consultant shall provide City with said Documents and Materials both in a printed format and in an electronic format that is acceptable to the City. Consultant may retain copies of these Documents and Materials but must request permission from the City before use, duplication or dissemination of these Documents and Materials for any purpose other than for the Services provided to the City pursuant to this Agreement.
c. Any substantive modification of the Documents and Materials by City staff or any use of the completed Documents and Materials for other City projects, or any use of incomplete Documents and Materials, without the written consent of Consultant, shall be at City’s sole risk and without liability or legal exposure to Consultant.
d. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any i ntellectual property right exists, including computer software, used in the rendering of the Services and the production of all Documents and Materials, and that the City has full legal title to and the right to use, duplicate or disseminate the Documents and Materials.
Consultant shall defend, indemnify and hold Indemnitees harmless from any loss, claim or liability in any way related to a claim that City’s use of any of the Documents and Materials is violating federal, state or local laws, any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the services and Documents and Materials. In the event the use of any of the Documents and Materials by the City is hel d to constitute an infringement and the use of any of the same is enjoined, Consultant, at its own expense, shall: secure for City the right to continue using the Documents and Materials by suspension of any injunction, or by procuring a license or licenses for City; or modify the Documents and Materials so that they become non -infringing while remaining in compliance with the requirements of this Agreement.
e. This Section 16 shall survive the termination of this Agreement.
17. Confidentiality of Information.
a. For the purposes of this Agreement, “Confidential Information” means all information, in whatever form transmitted, relating to the past, present or future business affairs of the City, including without limitation, (i) technical information, including patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulas; or (ii) non -technical information, including without limitation finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data and any other information belonging to the City or to a third party whose information is in the City’s possession or control under obligations of confidentiality, and which is disclosed to Consultant or is developed by Consultant in whole or in part at the City’s expense.
b. All Documents and Materials shall be considered Confidential Information and shall not be reproduced, transmitted, disclosed or used by the Consultant without the written consent of the City, except as may be necessary for Consultant to fulfill its obligations to the City.
c. Notwithstanding the above, these limitations shall not apply to information that (i) is already known to Consultant at the time of that information’s disclosure or becomes publicly known through no wrongful act or omission of Consultant, (ii) is communicated to a third party with the express written consent of City and is not subject to restrictions on further use or disclosure, (iii) is independently developed by Consultant and has no relation to this Agreement, or (iv) is required by law, court order, court -issued subpoena or other legal process to be disclosed; provided, however, that before making such disclosure, Consultant shall immediately provide City with 45 Agreement No. 32400016
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written notice and a reasonable opportunity for City to object to the disclosure or to take action to maintain the confidentiality of the information, unless such prior disclosure is legally impermissible.
d. Consultant shall use reasonable care to protect the Confidential Information. In the event of a breach or threatened breach of this Agreement, City shall be entitled to obtain an injunction prohibiting any such breach, the costs of which shall be paid by Consultant. Any relief granted shall be in addition to and not in lieu of any other legal or equitable relief, including money damages. The parties acknowledge that Confidential Information is valuable and unique and that disclosure of the Confidential Information in breach of this Agreement may result in irreparable injury to the City.
e. Other than an obligation upon the City to deal in good faith, the City makes no warranties and shall bear no liability o r responsibility for errors or omissions in any Confidential Information disclosed under this Agreement or for any business decisions made by Consultant in reliance on any Confidential Information disclosed under this Agreement.
f. This Section 17 shall survive the termination of this Agreement.
18. Independent Contractor. Consultant is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its employees or agents shall have control over the conduct of Consultant o r any of its employees, except as stated in this Agreement. Consultant has and shall retain the right to exercise full control over the employment, direction, means of performance, location, compensation and discharge of all persons assisting Consultant, and it is free to dispose of all portions of its time which it is not obligated to devote to City in such a manner and to such persons, firms, or corporations as Consultant wishes except as expressly provided in this Agreement. This Agreement shall not be i nterpreted to prevent or preclude Consultant from rendering any services for Consultant’s own account or to any other person or entity as Consultant in its sole discretion shall determine; provided, however, that performing such services shall not material ly interfere with the Services Consultant shall perform for the City. Except as City’s Project Manager specifies in writing, Consultant and its employees and agents have no authority, express or implied, to act on behalf of City in any capacity, to incur a ny debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent. Consultant and its employees are not employees of City. Consultant and its employees are not entitled to receive from City any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long -term disability and wor kers’ compensation insurance benefits. Consultant shall not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. Consultant agrees to pay all required taxes on amounts paid to Con sultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall be solely responsible for, and shall save City harmless from, all matters relating to the payment of Consultant’s subcontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requiremen ts, federal and State income tax withholding, and all other regulations governing employer -employee relations, as applicable. City shall have the right to offset against the amount of any compensation due to Consultant under this Agreement any amount due t o City from Consultant as a result of its failure to promptly pay to City any reimbursement or indemnification arising under this Section 18.
19. Nondiscriminatory Employment . Consultant shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expression, sex, s exual orientation, age, immigration status, citizenship or military and veteran status. Consultant understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates. For every subcontractor who will perform Services, Cons ultant shall be responsible for such subcontractor’s compliance with this Section 19.
20. Consultant’s Representations . Consultant represents, covenants and guarantees that: a) Consultant is licensed, qualified, and capable of furnishing the labor, materials, and expertise necessary to perform the Services in accordance with the terms and conditions set forth in this Agreement; b) there are no obligations, commitments, or 46 Agreement No. 32400016
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impediments of any kind that will limit or prevent Consultant’s full performance under this Agreement; c) to the extent required by the standard of practice, Consultant has investigated and considered the scope of Services performed, has carefully considered how the Services should be performed, and understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement.
21. Compliance with Laws . In performing the Services under this Agreement, Consultant shall comply with all applicable laws, ordinances and regulations. Before providing any Services u nder this Agreement, Consultant shall, at its own expense, obtain and maintain all required certificates, licenses and permits, including a City business tax certificate.
22. Conflict of Interest. If, in performing the Services set forth in this Agreement, Consultant makes, or participates in, a “governmental decision” as described in Title 2, Section 18704 of the California Code of Regulations, or performs the same or substantially all the same duties for City that would otherwise be performed by a City employee holding a position specified in City's conflict of interest code, Consultant shall be subject to City's conflict of interest code, the requirements of which include the filing of one or more statements of economic interests disclosing the relevant financial interests of Consultant's personnel providing the Services set forth in this Agreement. Furthermore, Consultant shall not to accept any employment or representation during the term of this Agreement or within 12 months after completion of the Services which is or may likely make Consultant “financially interested,” as provided in California Government Code Sections 1090 and 87100, in any decisions made by City on any matter in connection with which Consultant has been retained pursuant to this Agreeme nt.
23. Fictitious Name. If Consultant has a fictitious name, Consultant shall submit to City a new Fictitious Business Name Statement approved by any California county before Consultant’s prior Fictitious Business Name Statement expires if such expiration may occur during the term of this Agreement, including any term amendment.
24. Non-Assignability. This Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s personnel’s unique competence, experience and specialized personal knowledge. Consultant shall not assign or transfer any interest in this Agreement or any part thereof, whether by assignment or novation, without City’s prior written consent, which may be withheld for any reason or for no reason at all. A ny purported assignment without written consent shall be null, void, and of no effect, and Consultant shall hold harmless, defend and indemnify Indemnitees from and against all Claims arising from or relating to any unauthorized assignment.
25. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of Consultant.
26. Applicable Law; Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California, excluding California’s choice of law rules.
Venue for any such action relating to the Agreement shall be in the Ventura County Superior Court.
27. Titles. The titles used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it.
28. Force Majeure. Neither City nor Consultant shall be responsible for delays or failures in performance resulting from acts beyond the control of either party. Such acts shall include but are not be limited to acts of God, riots, acts of war, epidemics, fire, earthquakes, or other disasters.
29. Authority. Any person executing this Agreement on behalf of Consultant warrants and represents that s/he has the authority to execute this Agreement on behalf of Consultant and to bind it to the performance of these obligations.
30. Binding Agreement. The parties do not intend this Agreement to be binding upon them and shall not be held liable to its terms until it is fully executed by all required signers.
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31. Integration; Amendment . This Agreement, including any other documents incorporated herein by specific reference, constitutes the entire and integrated agreement of City and Consultant regarding the subject matter described herein. This Agreement supersedes all prior oral or written communications, negotiations, representations, agreements and prom ises. This Agreement may not be modified or amended, nor any provision or breach waived, except in a writing, signed by both parties, that expressly refers to this Agreement.
32. Construction. In the event of any asserted ambiguity in or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of construction providing for interpretation against the party who causes the uncertainty to exist or who drafted the Agreement in whole or in par t.
33. No Waiver . Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default that may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default.
34. Attorneys’ Fees . The prevailing party shall be entitled to recover reasonable costs, attorneys’ fees (including the reasonable value of the services rendered by the City Attorney’s Office) and expenses, inclu ding investigation fees and expert witness fees, in addition to any other relief to which that party may be entitled, in any legal action or other proceeding, including an action for declaratory relief, for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with this Agreement.
35. Notice. Except as otherwise required by law, a notice or communication authorized or required by this Agreement shall be in writing and shall be deemed received —on (a) the day of delivery if delivered by hand or overnight courier service during City’s regular business hours or (b) the third business day following deposit in the United States mail, postage prepaid —to the addresses listed as “(10) Addresses for Notice” on the Cover Page or at such other address as one party may notify the other in writing.
36. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to be one and the same agreement.
A signed copy of this Agreement transmitted by email to Project Managers’ emails listed in “(11) Contact Emails” on the Cover Page or by other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement for all purposes.
37. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remain ing provisions of this Agreement shall continue in full force and effect.
[Signatures on next page]
48 Agreement No. 32400016
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IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date that is written as “(1) Agreement Start Date” on the Cover Page.
CITY OF OXNARD MUNISERVICES, LLC
☐ John C. Zaragoza, M ayor1 Date Carl Kumpf, CEO Date
ATTEST:
Rose Chaparro, City Date
Clerk (only if Mayor signs)
APPROVED AS TO FORM:
Stephen M. Fischer, City Date
Attorney (always required)
1 The City Council must authorize and the Mayor must sign any agreement over $200,000 annually. The City Manager may authorize and sign any agreement over $100,000 but up to $200,000 annually. The Purchasing Manager may authorize and sign any agreement up to $100,000 annually. A Buyer may authorize and sign any agreement up to $25,000 annually.
49 Agreement No. 32400016
SCOPE OF SERVICES EXHIBIT
CONSULTANT/PROFESSIONAL SERVICE AGREEMENT
(City of Oxnard and Muniservices, LLC)
The Consultant shall perform the following services:
A. Sales Tax and Economic Analysis
1. Consultant shall establish a special database that identifies the name, address and quarterly allocations of all sales tax producers within the City for the most current and all quarters back to fiscal year 1998- 1999 or earlier, if the City has prior historical sales tax data available on computer readable magnetic media. This database will be utilized to generate special reports to the City on: major sales tax producers by rank and category, sales tax activity by categories, or business districts, identification of reporting aberration, and per capita and outlet comparisons with regional and statewide sales.
2. Consultant shall provide up-dated reports following each calendar quarter identifying changes in sales by individual businesses, business groups and categories and by geographic area. These reports may include, without limitation, quarterly aberrations due to State audits, fund transfers, and receivables along with late or double payments, and quarterly reconciliation worksheets to assist with budget forecasting.
3. Consultant shall additionally provide following each calendar quarter a summary analysis for the City to share with Chambers of Commerce, other economic development interest groups and the public that analyze City's sales tax trends by major groups, and geographic areas without disclosing confidential information.
4. Consultant shall make available to City staff Consultant’s web-based sales tax computer software program containing sellers permit and quarterly allocation information for all in-city business outlets registered with the California Department of Tax and Fee Administration and updated quarterly. This software shall allow City staff to search businesses by street address, account number, business name, business type and keyword, arrange data by geographic area, and print out a variety of reports.
B. Allocation Audit Recovery
1. Consultant shall conduct initial and on-going sales, use and transactions tax audits to identify and correct distribution and allocation errors and to proactively affect favorable registration, reporting or formula changes thereby generating previously unrealized sales, use and transactions tax income for the City and/or recovering misallocated tax from previously properly registered taxpayers. Common errors that will be monitored and corrected include, but are not limited to: transposition errors resulting in misallocations: erroneous consolidation of multiple outlets: formula error, misreporting of “point of sale” to the wrong location: delays in reporting new outlets: misallocating use tax payments to the allocation pools or wrong jurisdiction; and erroneous fund transfers and adjustments.
2. Consultant shall initiate contacts with state agencies, and sales management and accounting officials in companies that have businesses where a probability of error exists to verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner.
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3. Consultant shall (i) prepare and submit to the California Department of Tax and Fee Administration information for the purpose of correcting allocation errors that are identified and (ii) follow-up with individual businesses and the California Department of Tax and Fee Administration to promote recovery by the City of back or prospective quarterly payments that may be owing.
4. If during the course of its audit. Contractor finds businesses located in the City that are properly reporting sales and use tax but have the potential for modifying their operation to provide an even greater share to the City, Consultant may so advise City and work with those businesses and the City to encourage such changes.
C. Deficiency/Allocation Reviews and Recovery for Measure “E” and Measure “O”
1. CONSULTANT shall conduct on-going reviews to identify and correct unreported transactions and use tax payments and distribution errors thereby generating previously unrealized revenue for the CITY. Said reviews shall include:
(i) Comparison of county-wide local tax allocations to transactions tax for brick and mortar stores and other cash register-based businesses, where clearly all transactions are conducted on-site within the Measure "E" and Measure “O” CITY boundaries, and therefore subject to transactions tax.
(ii) Review of any significant one-time use tax allocations to ensure that there is corresponding transaction tax payments for taxpayers with nexus within the CITY boundaries.
(iii) Review of state-wide transactions tax allocations and patterns to identify any obvious errors and omissions.
(iv) Identification and follow-up with any potentially large purchasers of supplies and equipment (e.g. hospitals, universities, manufacturing plants, agricultural operations, refineries) to ensure that their major vendors are properly reporting corresponding transactions tax payments to the Measure "E" and Measure “O” Transactions Tax District.
2. CONSULTANT, will initiate, where the probability of an error exists, contacts with the appropriate taxpayer management and accounting officials to verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner so as to enhance CITY's relations with the business community.
3. CONSULTANT shall prepare and submit to the Department of Tax and Fee Administration all information necessary to correct any allocation errors and deficiencies that are identified, and shall follow-up with the individual businesses and the California Department of Tax and Fee Administration to ensure that all back quarter payments due the CITY are recovered.
D. Data Base Management, Reports and Staff Support for Measure “E” and Measure “O”
1. CONSULTANT shall establish a database containing all applicable Department of Tax and Fee Administration (CDTFA) registration data for each business within the Measure "E" and Measure “O” District boundaries holding a seller's permit account. Said database shall also identify the quarterly 51 Agreement No. 32400016
transactions and use tax allocations under each account for the most current and previous quarters, where available.
2. CONSULTANT shall provide updated reports each quarter identifying changes in allocation totals by individual businesses, business groups and by categories. Quarterly aberrations due to State audits, fund transfers, and receivables, along with late or double payments, will also be identified. Quarterly reconciliation worksheets to assist finance officer with budget forecasting will be included.
3. CONSULTANT shall advise and work with CITY Staff on planning and economic questions related to maximizing revenues, preparation of revenue projections and general information on sales, transactions and use tax questions
.
4. CONSULTANT shall make available to CITY the Consultant’s proprietary software program and Measure "E" and Measure “O” database containing all applicable registration and quarterly allocation information for CITY business outlets registered with the Department of Tax and Fee Administration. The database will be updated quarterly.
E. Consulting and other optional services
Consultant may, from time to time in its sole discretion, consult with City staff, including without limitation, regarding (i) technical questions and other issues related to sales, use and transactions tax: (ii) utilization of reports to enhance business license collection efforts: and (iii) sales tax projections for proposed annexations, economic development projects and budget planning. In addition to the foregoing optional consulting services, Consultant may, from time to time in its sole discretion, perform other optional Services, including without limitation, negotiating/review of tax sharing agreements, establishing purchasing corporations, and meeting with taxpayers to encourage self-assessment of use tax.
F. Additional requirements
Consultant:
(i.) shall disclose information contained in, or derived from, sales or transactions and use tax records only to the City’s Chief Financial Officer or other officer or employee of the City designated in writing by the City Manager to examine the information.
(ii.) shall not performing consulting services for a retailer during the term of that contract; (iii.) shall not retain the information contained in, or derived from sales or transactions and use tax records, after this contract has expired.
(iv.) shall comply with Government Code Section 12410.6(b), as may be amended. 52 Agreement No. 32400016
AGREEMENT FOR PROFESSIONAL SERVICES (V-05/23/22)
RATES AND COSTS EXHIBIT
CONSULTANT/PROFESSIONAL SERVICE AGREEMENT
(City of Oxnard and Muniservices, LLC)
SCHEDULE OF COMPENSATION
PROPOSED FEES:
a) Monthly Flat Fee Service for Sales Tax and Economic Analysis and Transactions Tax and Economic Analysis/Forecasting Services/Reports for Measure “E” and Measure “O” services
b) Percentage Fee for Allocation Audit Recovery and Transactions Tax and Economic Analysis/Forecasting Services/Reports for Measure “E” and Measure “O” services
Type of Service Percentage of
Recovery Amount
Allocation Audit Recovery 15%
Allocation Audit Recovery for Measure “E” and Measure “O” 15%
c.) Hourly Rate for Consulting and other Optional Services.
Type of Service Hourly Rate
Consulting and other optional services $90 - $350
Type of Service Monthly Flat Fee
Sales Tax and Economic Analysis $0
Transaction Tax and Economic Analysis/Forecasting
Services/Reports for Measure “E” and Measure “O” $0
53 INSURANCE EXHIBIT
INSURANCE REQUIREMENTS FOR CONSULTANTS
(WITH ERRORS AND OMISSIONS REQUIREMENT)
1. Consultant shall obtain and maintain during the performance of any services under this Agreement the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of s ervices hereunder by Consultant, its agents, representatives, employees or subconsultants.
a. Commercial General Liability Insurance, including Contractual Liability, in an amount not less than $1,000,000 combined single limit for bodily injury and property damage for each claimant for general liability with coverage equivalent to Insurance Services Office Commercial General Liability Coverage (Occurrence Form CG 0001). If a general aggregate limit is used, that limit shall apply separately to the project or shall be twice the occurrence amount;
b. Business automobile liability insurance in an amount not less than $1,000,000 combined single limit for bodily injury and property damage for each claimant for automobile liability with coverage equivalent to Insurance Services Office automobile liability coverage (Occurrence Form CA0001) covering Code No. 1, “any auto;”
c. Professional liability/errors and omissions insurance appropriate to Consultant’s profession to a minimum coverage of $1,000,000, with neither Consultant nor listed subconsultants having less than $500,000 individually. The professional liability/errors and omissions insurance must be project specific with at least a one year extended reporting period, or longer upon request.
d. Workers’ compensation insurance in compliance with the laws of the State of California, and employer’s liability insurance in an amount not less than $1,000,000 per claimant. Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City.
2. Consultant shall, prior to performance of any services, file with the Risk Manager certificates of insurance with original endorsements effecting coverage required by this Exhibit INS -A. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on the attached forms or on other forms approved by the Risk Manager. All certificates and endorse ments are to be received and approved by the Risk Manager before commencement of services. City reserves the right to require complete certified copies of all required insurance policies at any time. The certificates of insurance and endorsements shall be sent via email. If you have not received your request or are having difficulty with electronic upload, contact [email protected]
3. Consultant agrees that all insurance coverages shall be provided by a California admitted insurance carrier with an A.M. Best rating of A:VII or better and shall be endorsed to state that coverage may not be suspended, voided, canceled, or reduced in coverage or limits without 30 days’ prior written notice to the Risk Manager. Th e Risk Manager shall not approve or accept any endorsement if the endorsement contains “best effort” modifiers or if the insurer is relieved from the responsibility to give such notice.
4. Consultant agrees that the commercial general liability and business automobile liability insurance policies shall be endorsed to name City, its City Council, officers, employees, agents and volunteers as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, its City Council, officers, employees, agents and volunteers. The General Liability Special Endorsement Form and Automobile Liability Special Endorsement Form attached to this Exhibit INS- A or substitute forms containing the same information and acceptable to the Risk Manager shall be used to provide the endorsements (ISO form CG 2010 11/85 or if not available, CG 2010 with an edition date prior to 01/04 and CG 2037).
5. The coverages provided to City shall be primary and not contributing to or in excess of any existing City insurance or self - insurance coverages ( this must be endorsed) . Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City. Any failure to comply with reporting provisions of the policies shall not affec t coverage provided to City, its City Council, officers, employees and volunteers. The insurance shall apply separately to eac h insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
6. The insurer shall declare any deductibles or self-insured retentions to and be approved by the Risk Manager. At the option of the Risk Manager, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City, its City Council, officers, employees and volunteers, or the Consultant shall procure a bond guaranteeing payment of losses and related invest igations, claim administration and defense expenses.
7. All insurance standards applicable to Consultant shall also be applicable to Consultant's subconsultants. Consultant agrees to maintain appropriate agreements with subconsultants and to provide proper evidence of coverage upon receipt of a written request from the Risk Manager.
6/23
54 INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS
Certificates of Insurance
The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance.
You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed. Improperly addressed certificates may delay the contract start-up date because the City’s p ractice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number.
Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.
Endorsement Forms
Original endorsements are required for commercial general liability and business automobile liability insurance policies and must be attached to the applicable certificate of insurance. City preference is that the Consultant/insurer use the endorsement forms which are attached. Substitute forms will be accepted, however, as long as they include provisions comparable to the sample accord form.
INS-A.doc
55 ACORD CERTIFICATE OF INSURANCE
ISSUE DATE (MM/DD/YY)
PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
CODE SUB-CODE COMPANIES AFFORDING INSURANCE COVERAGE
INSURED COMPANY
LETTER A SPECIFY COMPANY NAMES IN THIS SPACE
COMPANY
LETTER B
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY
PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO
WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO
LTR TYPE OF INSURANCE
POLICY
NUMBER
POLICY
EFFECTIVE
DATE
(MM/DD/YY)
POLICY
EXPIRATION
DATE
(MM/DD/YY) LIMITS
A GENERAL LIABILITY
[x] COMMERCIAL GENERAL
LIABILITY [ ] CLAIMS
MADE [x] OCCUR.
[x] OWNER'S &
CONTRACTOR'S PROT.
GENERAL AGGREGATE
$1,000,000
PRODUCTS COMP/OP AGG . $1,000,000
PERSONAL & ADV. INJURY $1,000,000
EACH OCCURRENCE $1,000,000
FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Any one person) $
A AUTOMOBILE LIABILITY
[x] ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON-OWNED AUTOS
GARAGE LIABILITY
COMBINED SINGLE
$1,000,000
LIMIT
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $
A EXCESS LIABILITY
UMBRELLA FORM OTHER THAN UMBRELLA
FORM
EACH OCCURRENCE
$
AGGREGATE $
A WORKERS'
COMPENSATION
AND
EMPLOYERS' LIABILITY
STATUTORY LIMITS
EACH ACCIDENT
$1,000,000
DISEASE-POLICY LIMIT $1,000,000
DISEASE-EACH EMPLOYEE $1,000,000
A OTHER
Errors and omissions insurance or malpractice insurance available for the insured's profession
Minimum coverage $1,000,000
Each consultant/ $500,000
& listed sub-consultant
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS
CERTIFICATE HOLDER
CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30
DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT
FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
Rev. 6/23 INS-A.doc
56 GENERAL LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)
SUBMIT IN DUPLICATE
ENDORSEMENT NO.
ISSUE DATE (MM/DD/YY)
PRODUCER POLICY INFORMATION:
Insurance Company:
Policy No.:
Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE Included in Limits
In Addition to Limits
Telephone: Deductible Self-Insured Retention (check which) of $ with an Aggregate of $ applies to
coverage. Per Occurrence Per Claim (which) NAMED INSURED
APPLICABILITY. This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here in which case only the following specific agreements and permits with the City are covered
CITY AGREEMENTS/PERMITS
TYPE OF INSURANCE
GENERAL LIABILITY
COMMERCIAL GENERAL LIABILITY
COMPREHENSIVE GENERAL LIABILITY
OWNERS & CONTRACTORS PROTECTIVE
Claims Made
Retroactive Date
Occurrence
OTHER PROVISIONS
COVERAGES
LIABILITY LIMITS IN THOUSANDS $
EACH OCCURRENCE AGGREGATE
GENERAL
PRODUCTS/COMPLETED
OPERATIONS
PERSONAL & ADVERTISING INJURY
FIRE DAMAGE
CLAIMS: Underwriter’s representative for claims pursuant to this insurance.
Name:
Address:
Telephone: ( )
In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:
1. INSURED. The City, its officers, agents, employees and volunteers are included as insureds with regard to liability and defense of suits arising from the operations, products and activities performed by or on behalf of the named insured.
2. CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the Cit y; or (b) products sold by the named insured to the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary insurance as respects the C ity, its officers, agents, employees or volunteers; or st and in an unbroken chain of coverage excess of the named insured’s scheduled underlying primary coverage. In either event, any other insurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it.
3. SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the co mpany’s limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.
4. CANCELLATION NOTICE. With respect to the interests of the City, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days prior written notice by receipted delivery has been given to the City.
5. PROVISIONS REGARDING THE INSURED’S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the City, its officers, agents, employees or volunteers.
6. SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:
a. Insurance Services Office Commercial General Liability Coverage, “occurrence” form CG0001; or b. If excess, affords coverage which is at least as broad as the primary insurance form CG0001.
Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the poli cy to which this endorsement is attached.
ENDORSEMENT HOLDER
CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US
AUTHORIZED REPRESENTATIVE
Broker/Agent Underwriter
I (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.
Signature
(original signature required)
Telephone: ( ) Date Signed:
57 Agreement No. 32400016
AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)
SUBMIT IN DUPLICATE
ENDORSEMENT NO.
ISSUE DATE (MM/DD/YY)
PRODUCER POLICY INFORMATION:
Insurance Company:
Policy No.:
Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE Included in Limits
In Addition to Limits
Telephone: Deductible Self-Insured Retention (check which) of $ with an Aggregate of $ applies to
coverage. Per Occurrence Per Claim (which) NAMED INSURED APPLICABILITY. This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here in which case only the following specific agreements and permits with the City are covered:
CITY AGREEMENTS/PERMITS
TYPE OF INSURANCE OTHER PROVISIONS
COMMERCIAL AUTO POLICY
BUSINESS AUTO POLICY
OTHER
LIMIT OF LIABILITY
CLAIMS: Underwriter’s representative for claims pursuant to this insurance.
Name:
Address:
Telephone: ( )
$ per accident, for bodily injury and property damage.
In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:
1. INSURED. The City, its officers, agents, volunteers and employees are included as in sureds with regard to liability and defense of suits arising from the operations, products and activities performed by or on behalf of the named insured.
2. CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of t he City; or (b) products sold by the named insured to the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary insurance as respects the C ity, its officers, agents, employees or volunteers; or stand in an unbroken chain of coverage excess of the named insured’s scheduled underlying primary coverage. In either event, any other i nsurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it.
3. SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the co mpany’s limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.
4. CANCELLATION NOTICE. With respect to the interests of the City, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days prior written notice by receipted delivery has been given to the City.
5. PROVISIONS REGARDING THE INSURED’S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect covera ge provided to the City, its officers, agents, employees or volunteers.
6. SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:
a. Insurance Services Office Automobile Liability Coverage, “occurrence” form CA0001, code ("any auto"); or b. If excess, affords coverage which is at least as broad as the primary insurance form referenced in the preceding section (1).
Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to whic h this endorsement is attached.
ENDORSEMENT HOLDER
CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US
AUTHORIZED REPRESENTATIVE
Broker/Agent Underwriter
I (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.
Signature
(original signature required)
Telephone: ( ) Date Signed
58 59
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OXNARD
AUTHORIZING EXAMINATION OF SALES, TRANSACTIONS AND USE
TAX RECORDS
WHEREAS, pursuant to Ordinance Nos. 2990 and 2779 of the City of Oxnard (“City), the City entered into a contract with the California Department of Tax and Fee Administration (Department) to perform all functions incident to the administration and collection of sales and use taxes; and
WHEREAS, the City has entered into a contract with the California Department of Tax and Fee Administration (Department) to perform all functions incident to the administration and collection of transactions and use taxes; and
WHEREAS, the City Council of the City of Oxnard deems it desirable and necessary for authorized officers, employees and representatives of the City to examine confidential sales or transactions and use tax records of the Department pertaining to sales and use taxes collected by the Department for the City pursuant to that contract; and
WHEREAS, Section 7056 of the California Revenue and Taxation Code sets forth certain requirements and conditions for the disclosure of Department records, and Section 7056.5 of the California Revenue and Taxation Code establishes criminal penalties for the unlawful disclosure of information contained in, or derived from, the sales or transactions and use tax records of the Department;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF OXNARD HEREBY RESOLVES AS FOLLOWS:
Section 1. That the Finance Director or other officer or employee of the City designated in writing by the City Manager to the California Department of Tax and Fee Administration is hereby appointed to represent the City with authority to examine sales or transactions and use tax records of the Department pertaining to sales and use taxes collected for the City by the Department pursuant to the contract between the City and the Department.
Section 2. The information obtained by examination of Department records shall be used only for purposes related to the collection of City sales and use taxes by the Department pursuant to that contract, and for purposes related to the following governmental functions of the City:
(a) Economic Development
(b) Budgeting and Forecasting of sales or transactions or use taxes
(c) Detection of misallocations
60 The information obtained by examination of Department records shall be used only for those governmental functions of the City listed above.
Section 3. That MuniServices, LLC. is hereby designated to examine the sales or transactions and use tax records of the Department pertaining to sales and use taxes collected for the City by the Department. The person or entity designated by this section meets all of the following conditions, which are also included in the contract between the City and MuniServices, LLC:
a) has an existing contract with the City to examine those sales or transactions and use tax records;
b) is required by that contract to disclose information contained in, or derived from, those sales or transactions and use tax records only to the officer or employee authorized under Section 1 of this resolution to examine the information.
c) is prohibited by that contract from performing consulting services for a retailer during the term of that contract;
d) is prohibited by that contract from retaining the information contained in, or derived from those sales or transactions and use tax records, after that contract has expired.
BE IT FURTHER RESOLVED that the information obtained by examination of Department records shall be used only for purposes related to the collection of City sales, transaction and use taxes by the Department pursuant to the contract between the City and the Department and for those purposes relating to the governmental functions of the City listed in section 2 of this resolution
Section 4. That MuniServices, LLC. is hereby designated to examine the sales or transactions and use tax records of the Department pertaining to any petition or appeal for the reallocation/redistribtuion of sales or transactions and use taxes that was filed by MuniServices, LLC. on behalf of the City pursuant to the contract between the MuniServices, LLC. and City. The person or entity designated by this section meets all of the following conditions, which are also included in the contract between the City and the MuniServices, LLC.:
a) has an existing contract with the City to examine those sales or transactions and use tax records;
b) is required by that contract to disclose information contained in, or derived from, those sales or transactions and use tax records only to the officer or employee authorized under Section 1 of this resolution to examine the information.
c) is prohibited by that contract from performing consulting services for a retailer during the term of that contract;
d) is prohibited by that contract from retaining the information contained in, or derived from those sales or transactions and use tax records, after that contract has expired. 61 Section 5. That this resolution supersedes all prior resolutions of the City Council of the City of Oxnard adopted pursuant to subdivision (b) of Revenue and Taxation Code section 7056.
Section 6. Effective Date. This Resolution shall take effect upon adoption.
PASSED and ADOPTED this ___ of June, 2023.
AYES:
NOES:
ABSENT:
ABSTAINED:
John C. Zaragoza, Mayor
ATTESTED:
Rose Chaparro, City Clerk
APPROVED AS TO FORM:
______________________________
Stephen Fischer, City Attorney
62 Professional Services Agreement with
MuniServices, LLC for Quarterly Sales
Tax and Transaction Tax Audit Services
Finance and Governance Committee Meeting
Mark Sewell, Assistant Chief Financial Officer
June 27, 2023
63 That the Finance and Governance Committee recommend to City Council:
a) Award Agreement number 32400016 to MuniServices, LLC for a five-year term in the amount not to exceed $600,000 for quarterly sales tax audit services and Measures O and E transaction tax audit services; and
b) Adopt a Resolution Authorizing Examination of Sales, Transaction and Use Tax Records to MuniServices, LLC.
RECOMMENDATION 2
64 • Sales tax auditing is common practice across municipalities in California.
• Helps City to receive all taxes owed.
• Since January 2017, The City has received these services from Hinderliter, de Llamas and Associates (HdL).
• Six years had passed and it is good practice to competitively bid goods and services.
• City issued a Request for Proposals (RFP) in February 2023.
BACKGROUND 3
65 • City received two proposals.
• MuniServices and HdL
• Proposals were evaluated by Finance staff using the following criteria:
• Overall Responsiveness
• Company Profile
• Demonstrate Competence
• Cost Proposal
• Staff recommends Council award to MuniServices a 5-year agreement commencing July 1, 2023.
SALES, USE AND TRANSACTION TAX AUDITING 4
66 • City will pay MuniServices 15% of any taxes recovered as a result of audit work.
• The City retains 100% of the sales taxes and remits payment to MuniServices for their 15% compensation.
• MuniServices offer consulting services and financial forecasting for budgetary and other strategic planning as part of this compensation.
• Should the City require additional, in depth consulting, the City will agree in advance with MuniServices an hourly rate between $90 and $350 depending on the scope of those needs.
SALES, USE AND TRANSACTION TAX AUDITING 5
67 • California Revenue and Taxation Code Section 7056(b) states that the State Board of Equalization (now known as the
California Department of Tax and Fee Administration or
CDTFA) has the authority to allow authorized officers,
employees, or designated individuals to examine the sales and use tax records maintained by the CDTFA.
• This permission is granted when the City requests it through a resolution adopted by the City Council.
• Section 7056(b) provides a mechanism for authorized representatives of the City to examine the sales and use tax records maintained by the CDTFA, in cases where the CDTFA has been collecting taxes on behalf of the City.
RESOLUTION -
AUTHORIZING EXAMINATION OF SALES, TRANSACTIONS AND USE TAX RECORDS 6 68
That the Finance and Governance Committee recommend to City Council:
a) Award Agreement number 32400016 to MuniServices, LLC for a five-year term in the amount not to exceed $600,000 for quarterly sales tax audit services and Measures O and E transaction tax audit services; and
b) Adopt a Resolution Authorizing Examination of Sales, Transaction and Use Tax Records to MuniServices, LLC.
RECOMMENDATION 7
69 70
FINANCE AND GOVERNANCE COMMITTEE
AGENDA REPORT
REPORTS
AGENDA ITEM NO. D.3
DATE: June 27, 2023
TO: Finance & Governance Committee
FROM: Alexander Nguyen, City Manager, (805) 385-7430, [email protected]
SUBJECT: Second Amendment to Agreement No. 9675-22-CM with Aten Design Group, Inc. for Website Redesign Services (10 minutes)
RECOMMENDATION
That the Finance and Governance Committee recommend that City Council approve and authorize the execution of a Second Amendment to an Agreement with Aten Design Group, Inc. to increase Website Redesign Services for an additional $116,140, resulting in a not-to-exceed total cost of $316,140.
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/c05GfYX18CM
BACKGROUND
The City’s website is a major portal for the public and provides information about the City, its services, meetings, events and news. It averages nearly 20,000 unique visitors each month.
However, the current site design, which was created in 2015, is not intuitive. Sixty percent of Oxnard.org’s visitors use search engines in order to access its information. The site is also operating on an obsolete version of Wordpress, is not customizable or adaptable for arising needs, and needs to be updated to meet current ADA standards.
The City does not have an internal developer team. Over the years, previous employees have attempted to update the site design or provide additional online services by creating customized codes. This is problematic for organizational continuity and security reasons, because when such an employee leaves there is no one available to maintain and update the customized code.
In 2021, the City issued a Request for Qualifications and hired Aten Design Group to create a new, modern website design with a logical site architecture that is flexible to the City’s changing needs and simple for employees to manage. Aten has designed the websites for the cities of Denver, Colorado, and Raleigh, North Carolina, and was highly recommended by their employees.
On June 13, 2022, the City Manager authorized Agreement No. 9675-22-CM for the initial amount not to exceed $169,950. Aten’s scope of work includes:
• Developing a website strategy through user research and a technical audit 71 • Creating the site’s information architecture, including navigation structure, wireframes and technical plan
• Developing a responsive and accessible website design that incorporates the city’s branding, meets the needs of various departments and provides access to services for Oxnard’s community members • Building the backend and frontend of the website
• Training City staff on the new layout and design components, and creating a website usage guide for all current and future employees
• Launching the website
• Providing on-call services for post-site launch
As the Aten team commenced work with City staff and gained access to the back end of the website for the first time, the development team discovered that many outdated, customized plugins are still active and used daily on the website.
Furthermore, Aten’s deep dive into the architecture of the current site uncovered numerous issues with outdated and incorrect content as well as site architecture issues that need considerable strategy work to address in a way that is maintainable for the City over time.
On June 20, 2023, a first amendment was authorized by the City Manager to increase the amount from $169,950 to $200,000 to support continued project work in the current fiscal year.
In order to address the security and functionality issues discovered with the current site's design, Aten proposed design and development work that would require an additional $116,140 in funding for a not-to-exceed total cost of $316,140. This cost was included in the proposed Fiscal Year 2023-24 budget for the City Manager’s Office.
The additional investments will continue to provide access to services that both community members and City staff need, and it will ensure that the new website design has the proper useability, functionality, and plugins needed for increased cyber resiliency that is sustainable for years to come.
STRATEGIC PRIORITIES
This agenda item supports the Organizational Effectiveness strategy. The purpose of the Organizational Effectiveness strategy is to reinforce, stabilize, improve, and strengthen the organizational foundation of the City in order to build a modern, high-functioning City government that effectively and efficiently supports the operating departments in providing high-quality services and programs for our residents and businesses.
FINANCIAL IMPACT
The additional cost for the Website Redesign Project is included in the City Manager’s proposed FY 23-24 operational budget.
For Finance Use Only: General Fund (Org. 1011001 Obj. 53200 via 57800)
Prepared by: Katie Casey, Communications Manager
ATTACHMENTS
1. Agreement with Aten Design Group, Inc.
2. First Amendment with Aten Design Group, Inc.
3. Second Amendment with Aten Design Group, Inc.
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FINANCE AND GOVERNANCE COMMITTEE
AGENDA REPORT
REPORTS
AGENDA ITEM NO. D.4
DATE: June 27, 2023
TO: Finance & Governance Committee
FROM: Shiri Klima, Deputy City Manager, (805) 385-7487, [email protected]
SUBJECT: Whistleblower Activity Report. (10 Minutes)
RECOMMENDATION
That the Finance and Governance Committee receive and file an update on the whistleblower matters.
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/EJauyVp5m6s
BACKGROUND
The City Council of the City of Oxnard adopted a whistleblower hotline policy on April 5, 2016. That policy states that the City will take all appropriate steps to thoroughly evaluate any allegation of improper governmental action that is brought to its attention. An “improper governmental action” is defined as “any activity by a local agency or employee that is undertaken in the performance of the employee's official duties, including activities deemed to be outside the scope of his or her employment, that is in violation of any local, state, or federal law or regulation relating to corruption, malfeasance, bribery, theft of government property, or willful omission to perform duty, is economically wasteful, or involves gross misconduct.” The policy further states that the City shall establish a whistleblower hotline to receive and investigate allegations of possible City fraud, waste and abuse. These complaints must remain confidential, and the identity of the complainant may not be revealed without the permission of the complainant, except to an appropriate law enforcement agency conducting a criminal investigation.
Upon receipt of a complaint, the Internal Auditor may conduct an investigation into the facts alleged in the complaint to determine whether an improper governmental action has occurred. The Internal Audit Department will first screen the allegation to determine merit and relevance, and then the possible risk to the City, among the following three options:
1. High Priority - Matters that are considered high priority could include: potential loss to the City of more than $75,000, high level management involvement, collusion of multiple wrongdoers, major department-wide issues, or the need for immediate action to stop a potential major issue.
123
2. Medium Priority - Matters that are considered medium priority could include: potential loss to the City of more than $25,000, include abuse of authority, medium-to-low-level employee involvement, minor department- wide issues, or patterns of small issues that could be significant cumulatively.
3. Low Priority - Matters that are considered low priority could include: potential loss to the City of up to $25,000, comprise of isolated instances of time abuse, wasteful practices that could lead to efficiencies if corrected, or allegations that lack credibility and evidence.
The Internal Auditor should investigate high priority matters with the most urgency, then medium priority, and finally, low priority.
On June 27, 2017, the City Council awarded a contract to Price Paige and Company to be our Internal Auditor.
This included staffing the whistleblower hotline, preparing a risk analysis, and auditing particular programs that the Council identified. As a part of that engagement, Price Paige’s representative came before the Finance and Governance Committee every six months with a whistleblower hotline status update.
DISCUSSION
Standing up a New System
On June 6, 2022, Henry Oum of Price Paige informed City staff that, “due to capacity constraints,” Price Paige would not be able to continue to monitor the whistleblower program. Staff later learned that this was not just a Price Paige capacity constraint; in fact, the industry had shifted away from staffing whistleblower hotlines to automated systems.
Thus, replacing Price Paige required not just a request for proposals and award of contract, which ultimately went to Syntrio, Inc. on November 1, 2022. Staff would then need to work with the selected new vendor to configure and test an automated system to receive whistleblower complaints. Staff also had to determine a new relationship with our current Internal Auditor, which is Vasquez & Company, such that Syntrio could communicate whistleblower hotline complaints directly to Vasquez without going through staff, and such that Vasquez would immediately investigate high and medium priority complaints.
The result is our current system, which went live on April 11, 2023. Employees or residents may file a complaint online at www.clearviewconnects.com, by calling 844-964-2544, or by mail at P.O. Box 11017, Toronto, Ontario, M1E 1N0. All complaints are routed directly to Vasquez for its determination within 24 hours of receipt that the complaint could have merit and relevance. If that is possible, Vasquez has another 24 hours to determine whether to rank the priority of the complaint high, medium or low (as defined above).
Finally, Vasquez has yet another 24 hours to notify City staff that 1) Vasquez has received a high or medium priority complaint and will be investigating the matter immediately, or 2) Vasquez has received a low priority complaint and needs to make a mutual determination with staff as to whether that complaint should be investigated. Any City staff that is implicated in that complaint does not receive any such notice of an investigation. Vasquez then must complete the investigation, prepare a report and present that report to the Finance and Governance Committee with thoroughness and speed, updating staff on the status of each such investigation at least weekly.
Whistleblower Activity Report
The following allegations and complaints were received during the period of June 6, 2022, through June 6, 2023:
124
Incident
Number
Primary Type of Allegation Source of
Submission
Priority Current Status
2022-8-29 Waste/Abuse Website N/A Deemed non-fiscal or
City related.
2022-8-31 Violation of Laws, Regulations, Policies
and Procedures
Website N/A Deemed non-fiscal or
City related.
2022-9-
6(1)
Violation of Laws, Regulations, Policies
and Procedures
Website N/A Deemed non-fiscal or
City related.
2022-9-
6(2)
Violation of Laws, Regulations, Policies
and Procedures
Website N/A Deemed non-fiscal or
City related.
2022-9-8 Violation of Laws, Regulations, Policies
and Procedures
Website N/A Deemed non-fiscal or
City related.
Online system goes live (on April 11, 2023)
10-
7395490
Theft Website N/A Deemed non-fiscal or
City related.
10-
3724398
Violation of Laws, Regulations, Policies
and Procedures
Website N/A Deemed non-fiscal or
City related.
10-
4778857
Violation of Laws, Regulations, Policies
and Procedures
Website N/A Deemed non-fiscal or
City related.
10-
3500562
Management/Supervisor Website N/A Deemed non-fiscal or
City related.
10-
9286071
Violation of Laws, Regulations, Policies
and Procedures
Website N/A Deemed non-fiscal or
City related.
10-
4494038
Violations of Laws, Regulations, Policies
and Procedures
Website N/A Deemed non-fiscal or
City related.
Whistleblower Activity Summary
Eleven total whistleblower reports were filed during this time period. Price Paige and Vasquez (depending on when the complaint was received) have deemed all of the allegations received during this time period unrelated to the City of Oxnard's fiscal matters. They have been forwarded to the appropriate department when follow-up steps from the related department were appropriate.
Since our current contract is for automated whistleblower hotline services, this no longer includes a presentation from the vendor to the Finance and Governance Committee. Thus, City Manager's office staff will be doing these presentations going forward. Should there be a complaint filed against the City Manager, Assistant City Manager or Deputy City Manager, the City Attorney's office will report to the Committee.
Vasquez will report to the Committee directly when it investigates any report.
STRATEGIC PRIORITIES
125
This agenda item supports the Quality of Life strategy. The purpose of the Quality of Life strategy is to restore and increase quality services and programs that enrich Oxnard's diverse community, promotes safe neighborhoods, encourages community engagement, and supports our residents in their efforts to improve their quality of life.
This agenda item supports the Organizational Effectiveness strategy. The purpose of the Organizational Effectiveness strategy is to reinforce, stabilize, improve, and strengthen the organizational foundation of the City in order to build a modern, high-functioning City government that effectively and efficiently supports the operating departments in providing high-quality services and programs for our residents and businesses.
FINANCIAL IMPACT
There is no financial impact.
Prepared by: Shiri Klima, Deputy City Manager, Annie Jensen, Project Manager
ATTACHMENTS
1. Presentation - Whistleblower
126
Whistleblower Activity Report
Finance & Governance Committee
June 27, 2023
Shiri Klima, Deputy City Manager
127
That the Finance and Governance Committee receive and file an update on the whistleblower matters.
RECOMMENDATION 2
128
• The City Council of the City of Oxnard adopted a whistleblower hotline policy on April 5, 2016
• That policy states that the City will take all appropriate steps to thoroughly evaluate any allegation of improper governmental action that are brought to its attention
• Improper governmental action: “any activity by a local agency or employee that is undertaken in the performance of the employee's official duties, including activities deemed to be outside the scope of his or her employment, that is in violation of any local, state, or federal law or regulation relating to corruption, malfeasance, bribery, theft of government property, or willful omission to perform duty, is economically wasteful, or involves gross misconduct”
• These complaints must remain confidential, and the identity of the complainant may not be revealed without the permission of the complainant, except to an appropriate law enforcement agency conducting a criminal investigation.
BACKGROUND 3
129
Assessment Categories
• High Priority – Potential loss to the City of
more than $75,000, high level management
involvement, collusion of multiple wrongdoers, major department-wide issues, or the need for immediate action to stop a potential major issue • Medium Priority – Potential loss to the City of more than $25,000, include abuse of authority, medium-to-low-level employee involvement, minor department-wide issues, or patterns of small issues that could be significant cumulatively
• Low Priority – Potential loss to the City of up to $25,000, comprise of isolated instances of time abuse, wasteful practices that could lead to efficiencies if corrected, or allegations that lack credibility and evidence BACKGROUND 4
130
• On June 6, 2022, Henry Oum of Price Paige informed City Staff that, “due to capacity constraints,” Price Paige would no longer be able to continue to monitor the whistleblower program
• Staff later learned that, in fact, the industry had shifted away from staffing whistleblower hotlines to automated systems
• Thus, replacing Price Paige required not just a request for proposals and award contract, which ultimately went to Syntrio, Inc. on November 1, 2022 • Staff would then need to work with the selected new vendor to configure and test an automated system to receive whistleblower complaints
• Staff also had to determine a new relationship with current Internal Auditor (Vasquez & Company), such that Syntrio could communicate whistleblower hotline complaints directly to Vasquez without going through staff, and such that Vasquez would immediately investigate high and medium priority complaints • The result is our current system, which went live on April 11, 2023 DISCUSSION 5
131
COMPLAINTS FROM 6/6/22-6/6/23 6
Incident
Number
Primary Type of Allegation Source of
Submissio
n
Priority Current Status
2022-8-29 Waste/Abuse Website N/A Deemed non-fiscal
or City related
2022-8-31 Violation of Laws, Regulations,
Policies and Procedures
Website N/A Deemed non-fiscal
or City related
2022-9-6(1) Violation of Laws, Regulations,
Policies and Procedures
Website N/A Deemed non-fiscal
or City related
2022-9-6(2) Violation of Laws, Regulations,
Policies and Procedures
Website N/A Deemed non-fiscal
or City related
2022-9-8 Violation of Laws, Regulations,
Policies and Procedures
Website N/A Deemed non-fiscal
or City related
132
COMPLAINTS FROM 6/6/22-6/6/23 (CONTINUED) 7
Incident
Number
Primary Type of Allegation Source of
Submissio
n
Priority Current Status
10-7395490 Theft Website N/A Deemed non-fiscal
or City related
10-3724398 Violation of Laws, Regulations,
Policies and Procedures
Website N/A Deemed non-fiscal
or City related
10-4778857 Violation of Laws, Regulations,
Policies and Procedures
Website N/A Deemed non-fiscal
or City related
10-3500562 Management/ Supervisor Website N/A Deemed non-fiscal or City related
10-9286071 Violation of Laws, Regulations,
Policies and Procedures
Website N/A Deemed non-fiscal
or City related
10-4494038 Violation of Laws, Regulations,
Policies and Procedures
Website N/A Deemed non-fiscal
or City related
133
That the Finance and Governance Committee receive and file an update on the whistleblower matters.
RECOMMENDATION 8
134
QUESTIONS
9 135