City of Simi Valley
Staff Report
September 28, 2026
To: City Council
From: Public Works Department
Jay Spurgin, Interim Public Works Director
Subject: Award a contract to Trans Tax Advisors, LLC for a not to exceed amount of $109,000 to obtain Federal Clean Energy Tax Credits
Staff Recommendation
It is recommended that the City Council:
1. Award a contract to Trans Tax Advisors LLC (TransTax) (Attachment A) for a not to exceed amount of $109,000 to obtain Federal Clean Energy Tax Credits, and
2. Authorize the City Manager or her designee to execute necessary forms and documents and approve any subsequent contract amendments.
Background
The Internal Revenue Code Section 6426(d) provides a $0.50 per gallon tax credit for alternative fuels that are sold or used as fuel in a motor vehicle, motorboat, or aircraft.
Eligible fuels include liquefied petroleum gas (LPG), compressed or liquefied natural gas (CNG/LNG), liquefied hydrogen, P-Series fuels, and certain liquid or compressed/liquefied gas fuels. To obtain the tax credit, taxpayers can claim this credit against excise tax liability or through related refund provisions outlined in IRS guidance.
Simi Valley Transit (SVT) has been using Compressed Natural Gas (CNG) vehicles and therefore is eligible to receive these fuel credits. Also, Internal Revenue Code Section 45W provides a tax credit of up to $40,000 per vehicle for applicable entities that place qualified commercial clean vehicles in service, such as electric transit buses. Section 6417(d)(1)(A) defines an "applicable entity" as specific organizations allowed to treat certain clean energy tax credits as a direct cash payment from the IRS. According to 26 U.S. Code § 6417, an applicable entity includes governments such as any State, local political subdivision, the District of Columbia, U.S. territory instrumentalities, or an Indian tribal government (including subdivisions). The City qualifies as a government under this definition.
Discussion
SVT is eligible for a tax credit under Section 6426(d) for CNG fuel consumption, which amounts to $0.50 per gallon. The anticipated fuel tax credit could total $195,000 for the period from July 2022 through December 2024. SVT completed the purchase of six battery-electric buses, which qualify for Section 45W credit. This credit amounts to Agenda Item No.
Consent (5)
$40,000 per bus, totaling $240,000 for all six buses. The overall potential gross tax credit is estimated to be $435,000 including the fuel tax credit and the bus tax credit.
TransTax, a tax consulting firm known for its expertise in fuel tax credits, has recently approached SVT to inform the City of these tax credit opportunities. Due to the time constraint and the need to meet the IRS filing deadline of November 15, 2026, SVT would like to contract TransTax to pursue these credits. TransTax would register with the IRS on the City’s behalf, review documents and prepare all necessary tax forms and, if required, representg the City before the IRS. Once fuel tax credits are successfully secured, the City will retain 75% of the total credit received, approximately $326,000, and the remaining 25%, amounting to $109,000, will be paid to TransTax as compensation for their services. Since the compensation to TransTax depends on the credits received, and the timing for receiving these tax credits could take up to six months or longer, staff will not initiate any budgetary changes at this time. Staff will return to the Council later when the timing and the extend of the credit amounts are certain for a supplemental budget request.
Staff seeks the Council’s approval to award a contract to TransTax for up to $109,000 for accounting and tax preparation services to obtain Federal Clean Energy Tax Credits. The proposed contract term is from September 28, 2026, to December 31, 2027, ensuring sufficient time to complete the claims and payment process.
Financial Impact
The estimated gross Federal Clean Energy Tax Credits amount is $435,000, while the maximum consultant fee is $109,000. If approved by the IRS, the total estimated revenue from clean energy tax credits could reach $326,000.
City Council Priority
This item supports the City’s Fiscal Stability Pillar of Excellence, which is the City’s commitment to maintain a balanced budget, manage debt effectively, diversify revenue streams, and make strategic investments to ensure long-term financial health.
Suggested Motion
I move to:
1. Award a contract to TransTax for a not to exceed amount of $109,000 for professional accounting and tax preparation services to obtain Federal Clean Energy Tax Credits.
2. Authorize the City Manager or designee to execute necessary forms and documents and approve any subsequent contract amendments. 2 Summary
The City qualifies for the Federal Clean Energy Tax Credits related to the purchase of six electric buses and the use of Compressed Natural Gas (CNG) fuel. The estimated net revenue for these combined credits could amount to $326,000. It is recommended that the City Council award the attached contract to TransTax to assist in securing these tax credits, and authorize the City Manager or designee to execute necessary forms and documents and approve any subsequent contract amendments.
Prepared by: Tan Koehler, Senior Management Analyst
Attachments
Attachment A - Contract
3 Attachment A
AGREEMENT NO. 3270051
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SIMI VALLEY AND
TRANS TAX ADVISORS, LLC
FOR FEDERAL CLEAN ENERGY TAX CREDIT
THIS AGREEMENT is entered into this 28th day of September 2026, by and between the CITY OF SIMI VALLEY, a municipal corporation and general law city (“CITY”) and Trans Tax Advisors, LLC, a type of organization, e.g., corporation, and state of incorporation (“CONSULTANT”).
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed $109,000 for CONSULTANT’s services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit “B,” which is incorporated by reference.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit “A,” which is incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT’s services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to 4 City of Simi Valley
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cure any shortcomings to CITY’s satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT.
4. PAYMENTS. CITY will pay CONSULTANT in accordance with the schedule of fees in Exhibit “B”. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the total amount of gross credit received by the CITY, including any interest. The CONSULTANT’s compensation will be calculated by multiplying the gross credit amount by 25% with an total compensation amount not to exceed $109,000.
5. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year.
6. ADDITIONAL WORK.
A. CITY’s City Manager (“Manager”) may determine, at the Manager’s sole discretion, that CONSULTANT must perform additional work (“Additional Work”) to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work.
B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost.
C. Any Additional Work requiring additional compensation must be approved by CITY’s City Council, Manager or Department Head as provided in title 2, chapter 9 of CITY’s municipal code. All Additional Work will be subject to all other terms and provisions of this Agreement.
7. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
i. Carefully investigated and considered the scope of services to be performed;
ii. Carefully considered how the services should be performed; and 5 City of Simi Valley
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iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT’s own risk until written instructions are received from CITY.
8. TERM. The term of this Agreement will be from September 28, 2026 to December 31, 2027. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances:
A. Completion of the work specified in Exhibit “A”;
B. Termination as stated in Section 16.
9. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT’s own risk.
10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT’s control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within fortyeight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement’s schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services.
11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below:
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Exhibit “A” and Exhibit “B”
12. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties.
13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number.
14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.
15. WAIVER. CITY’s review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT’s performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.
16. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY’s mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT'’ own cost; CITY will not be obligated to compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY’s option, become CITY’s property, and 7 City of Simi Valley
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CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY’s termination under this Section.
17. OWNERSHIP OF DOCUMENTS; EXCEPTIONS; WARRANTY. Except as otherwise provided below, all documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT (collectively, “Documents”) under this Agreement are CITY’s property. CONSULTANT may retain copies of such Documents as desired but will deliver all original materials to CITY upon CITY’s written notice. CITY agrees that use of CONSULTANT’s completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY’s own risk. CONSULTANT warrants that all Documents it drafts and completes pursuant to this Agreement constitutes original work. Specifically, CONSULTANT understands and agrees that use of artificial intelligence (AI) tools including, without limitation, ChatGPT, Microsoft’s Bing Chat, Google’s Bard, and Meta’s LLaMA (Large Language Model Meta AI), in the performance of this Agreement does not constitute an original work, i.e., submitting Documents generated by such AI tools to CITY and representing it as CONSULTANT’s original work constitutes a material breach of this Agreement, constitutes a false claim, and may also violate applicable intellectual property right laws including, without limitation, United States Copyright Law. Accordingly, and notwithstanding any other provision of this Agreement as to ownership, CITY specifically rejects ownership of such Documents. CONSULTANT is required to indemnify and defend CITY to the fullest extent allowed by applicable law should it violate this Section.
18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY’s prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties.
19. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
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i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY’s request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT’s officers, agents,
employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY’s sole negligence or willful misconduct.
ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY’s sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY’s request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise.
B. For purposes of this section “CITY” includes CITY’s officers, officials, employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 23, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.
20. ASSIGNABILITY. This Agreement is for CONSULTANT’s professional services.
CONSULTANT’s attempts to assign the benefits or burdens of this Agreement without CITY’s written approval are prohibited and will be null and void.
21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar 9 City of Simi Valley
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service to be performed for other employers while under contract with CITY.
CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees.
Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only.
22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement.
23. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
Type of Insurance Limits
Commercial general liability: $2,000,000
Professional Liability $1,000,000
Workers’ compensation Statutory requirement
Employer’s liability $1,000,000
If the CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.
The minimum insurance requirements and limits of these requirements does not in any way represent or imply that the minimum insurance coverage required is sufficient to cover the CONSULTANT’s obligations 10 City of Simi Valley
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under this Agreement. The indemnity obligations in this Agreement are not in any way limited by the minimum insurance requirements contained in this Agreement. The defense and indemnity obligations shall survive the termination or completion of this Agreement and are independent of and not in any way limited by the insurance requirements of this Agreement.
B. Commercial general liability insurance will meet or exceed the requirements of the most recent ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for products and completed operations, bodily injury, personal and advertising injury, and property damage for the policy coverage. Liability policies will be endorsed to name City of Simi Valley, its boards, officers, officials, agents, volunteers and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary and non-contributory” such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY.
C. Professional liability coverage will be on an “occurrence basis” if such coverage is available, or on a “claims made” basis if not available. When coverage is provided on a “claims made basis,” CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect.
D. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII.”
E. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT’s expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 16.
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F. Self-Insured Retention/Deductibles. All policies required by this Agreement must allow CITY, as additional insured, to satisfy the self-insured retention (“SIR”) and deductible of the policy in lieu of CONSULTANT (as the named insured) should CONSULTANT fail to pay the SIR or deductible requirements. The amount of the SIR or deductible is subject to the approval of the City Attorney and the Risk Manager. CONSULTANT understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by CONSULTANT as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should CITY pay the SIR or deductible on CITY’s behalf upon the CONSULTANT’S failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, CITY may include such amounts as damages in any action against CONSULTANT for breach of this Agreement in addition to any other damages incurred by CITY due to the breach.
G. CONSULTANT hereby grants to CITY a waiver of subrogation which any insurer may acquire against CITY, its boards, agents, officers, officials, employees, and volunteers, from CONSULTANT by virtue of the payment of any loss. CONSULTANT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the CITY for all work performed by the CONSULTANT, its employees, agents, and subcontractors.
H. The CONSULTANT may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the CONSULTANT’s primary and excess liability policies are exhausted.
I. If subcontractors are authorized to perform work under this Agreement, CONSULTANT shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and CONSULTANT 12 City of Simi Valley
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shall ensure that CITY is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 and 20 40.
24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY’s prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation.
25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update.
26. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:
If to CONSULTANT: If to CITY:
Attention: Brett Duvall Attention: Ben Gonzales
Trans Tax Advisors, LLC City of Simi Valley
4857 N Peachtree Road 490 W Los Angeles, Ave
Atlanta, GA 30338 Simi Valley, CA 93065-1644
(912) 341-6668 (805) 285-8259
[email protected] [email protected] Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.
27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY’s conflict of interest regulations.
28. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT’s bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT’s bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability.
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29. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT’s or CITY’s obligations under this Agreement.
30. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Ventura County.
31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement.
32. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are two attachments to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns.
33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.
34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect.
35. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY’s Manager, or designee, may execute any such amendment on behalf of CITY.
36.ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, the Parties agree that this Agreement, Agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature. 14 City of Simi Valley
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37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.
38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement.
39. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties’ reasonable control, then the Agreement will immediately terminate without obligation of either party to the other.
40. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.
Attest: City of Simi Valley, A Municipal Corporation
By:
Lucy Blanco, City Clerk Dee Dee Cavanaugh, Mayor of the City of Simi Valley, California
Approved as to Form: Trans Tax Advisors, LLC
By:
Algeria R. Ford, City Attorney
Print Name: Brett Duvall____________
Approved as to Content: Title: _________CEO and President______
Samantha C. Argabrite, City Manager
Johanna Medrano,
Deputy Administrative Services Director/
Budget & Purchasing
Jay Spurgin,
Interim Public Works Director
16 TRAN2661 – EXHIBIT A – Scope of Services
EXHIBIT “A”
SCOPE OF SERVICES
The scope of services includes obtaining the Federal Clean Energy Tax Credits for the six electric buses purchased in August 2026 and the Compressed Natural Gas fuel consumption covering the period from July 2022 to December 2024.
The CONSULTANT will collaborate closely with the City to ensure effective coordination in pursuing these opportunities. The City will provide the CONSULTANT with necessary data and supporting documentation, such as vehicle purchase invoices, Compressed Natural Gas invoices, a fleet listing with fuel types, and any other information required for the filing.
The CONSULTANT will conduct a cost analysis, calculate the eligible credits, provide the necessary supporting documentation, register with the IRS on behalf of the City, and file the appropriate forms with IRS to secure the refund and credits. Additionally, the CONSULTANT will represent the City in any appeal claims related to the filing of these credits and refunds.
17 TRAN2661 – EXHIBIT B – Schedule of Fees
EXHIBIT “B”
SCHEDULE OF FEES
The consultant will receive compensation equal to twenty-five percent (25%) of any excise tax savings, credits, or refunds from taxing authorities. This amount includes any interest that the City receives from the taxing authorities. The maximum amount of compensation is specified below.
DESCRIPTION FEES
Credit for six qualified electric buses $60,000
Credit for Compressed Natural Gas (CNG) fuel consumption - Covered July 2022 to December 2024 $49,000
Total Not-to-Exceed Amount $109,000
18