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12-Deliberate and possibly act on a resolution approving an Agreement between the City of Paris and MuniServices, LLC for consulting services regarding hotel occupancy taxes and related issuesCITY COUNCIL AGENDA ITEM BRIEFING SHEET Submittal Date: Originating Department: Presented By: Agenda Item No.: 07/09/ 10 Council Date: Finance Gene Anderson 12. 07/26/ 10 RECOMMENDED MOTION: Move to approve a resolution approving an agreement with MuniServices, LLC, for consulting services regarding hotel occupancy taxes and authorizing the City Manager to negotiate and execute all necessary documents. POLICY ISSUE(S): Fiscal management. MuniServices, LLC, is a TML Business Service Partner. The Business Service Partner Program identifies businesses that provide distinctive, high-quality, and cost effective services available to cities. The proposed agreement with MuniServices would provide a number of services including: 1. Review of the current hotel occupancy tax ordinance, 2. Collection and analysis of data on all of local hotels, 3. Perform on site audits of hotel records MuniServices would work with the local hotels and City staff in improving understanding and compliance with the local occupancy tax ordinance (please see the accompanying agreement for further details of the services offered). MuniServices fee is a flat $600 per hotel rather than a percentage of any findings. Unless data analysis dictates differently or the City requests it, only a third of our twelve hotels would be audited each year. BOARD/COMMISSION RECOMMENDATION: None EXHIBITS: Resolution, Agreement; Recent occupancy tax articles in Texas Town & City magazine. ACTION: BUDGET INFO: ❑ Financial Report ~ Minute Order Expense $2,400 ❑ Department Report ❑ Resolution Budgeted Amt. $38,200 ❑ Presentation ❑ Ordinance y'I'D Actual $9,044 ❑ Public Hearing ❑ Other Acct. Name Consultants Acct. Number 01-0318-21-00 FISCAL NOTES: Occupancy receipts are 7.67% below last year as of June 30, 2010. REVIEWED AND APPROVED BY: Z Administration Z City Clerk ❑ Community Development ❑ EMS/IT Z Finance ❑ Fire ❑ Municipal Court Z Legal ❑ Library ❑ Police ❑ Eng./Public Works ❑ Utilities City of Paris Revised 2/04/08 S DRAFT attorney\reswork\current\MuniServices Contract Res 2010 RESOLUTION 1V0. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF PARIS AND MUNISERVICES, LLC FOR AUDIT AND REVIEW OF LOCAL HOTEL OCCUPANCY TAX COLLECTIOIV BY LOCAL LODGING ESTABLISHMENTS AND REVIEW OF LOCAL ORDINANCES RELATED THERETO AND TRAINING FOR BOTH THE CITY OF PARIS AND LOCAL LODGING ESTABLISHMENTS ON THE HOTEL OCCUPANCY TAX; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBjECT; A1VD DECLARING A1V EFFECTIVE DATE. WHEREAS, MuniServices, LLC is a TML Business Service Partner with a program that identifies businesses that provide distinctive, high-quality, and cost effective services available to cities; and, WHEREAS, the proposed agreement would provide a number of services including: 1) Review of the current hotel occupancy tax ordinance, 2) Collect and analyze data on all of local hotels, and 3) perform on site audits of hotel records; and, WHEREAS, MuniServices would work with the local hotels and City staff in improving understanding and compliance with the local occupancy tax ordinance; and, WHEREAS, is deemed to be in the best interest of the City of Paris that such Agreement with MuniServices, LLC for Local Hotel Occupancy Tax and Hospitality Consulting Program, in the form of Exhibit A attached hereto and made a part hereof, be approved; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS THAT: Section 1. The findings set out in the preamble to this resolution are hereby in all things approved. Section 2. The proposal of MuniServices, LLC for professional services described in the Agreement Between the City of Paris and MuniServices, LLC for Local Hotel Occupancy Tax and Hospitality Consulting Program attached hereto as Exhibit A be, and the same is hereby accepted; and, Section 3. The City Manager of the Ciry of Paris be, and he is hereby authorized and directed to execute on behalf of the City of Paris an agreement substantially in accordance with the Agreement attached hereto as Exhibit "A" and incorporated herein by reference. ~ Section 4. This resolution shall be effective immediately upon passage. PASSED AND ADOPTED this 26th day of July, 2010. Will Biard, Mayor ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: W. Kent McIlyar, City Attorney 78 Agreement Between The City of Paris and MuniServices, LLC for Local Hotel Occupancy Tax and Hospitality Consulting Program This Agreement is made as of , 2010 between MuniServices, LLC, a Delaware limited liability company, its subsidiaries and affiliates, with an office at 7335 N. Palm Bluffs Avenue, Fresno, CA 93711, ("MuniServices") and the City of Paris, a municipal corporation of the State of Texas ("Municipality"). ARTICLE I. SCOPE OF WORK A. Local Hotel Occupancy (HOT) Objectives and Methods MuniServices Local Hotel Occupancy Tax and Hospitality Consulting Program is intended to assist the Municipality in realizing all of the lodging tax revenue to which it is entitled through conducting annual analyses of returns and, when warranted, on-site examinations of records; providing annual reports reflecting and projecting revenue trends; identifying any providers who should be subjected to field auditing or other scrutiny; offering ordinance and administrative enhancements as needed; and educating lodging providers to ensure appropriate collection and remittance of the lodging tax. Ordinance, Return and Administration Review Services (Inception of Contract): • Review Municipality's lodging tax ordinance, return form and administrative procedures; • Recommend potential enhancements to better acquaint the lodging providers with their responsibilities in collecting and paying-over the tax, and to improve revenue generation and administration by the Municipality; • Provide a written report to Municipality, including suggestions for new ordinance language, form design and process development, as applicable; and • Meet with Municipality to discuss findings, and to identify any recommendations for further review. Analysis and Compliance Review Services (Annually): • Obtain and analyze lodging provider return information in the possession of the Municipality initially for the prior four-year (4) period, thereafter annually for the prior year; • Conduct unobtrusive collection of information on each property, including number of rooms, occupancy rate, physical condition, business dynamics, etc.; • Provide a report to the Municipality on trend analysis to include projections for gross rent revenue and occupancy rates, and other information conducive to assessment of visitation; • Perform discovery services designed to identify and locate lodging providers not properly registered with the Municipality and not appearing on the Municipality rolls as lodging tax re m itte rs; ~ Paris, TX - HOT 061510 EX H 1B11° .g.. 1 L 0) Document Integrity Verified EchoSign Transaction Number: KLPS276463X37 • Analyze lodging provider return information from the past three years in order to identify unusual or suspicious reporting and/or activities that warrant further review; and • Provide a detailed report to the Municipality identifying lodging providers who require additional investigation or examination to determine their compliance with the Municipality's Iodging tax ordinance; Field Audit Services (As Deemed Needed By Analysis): • Perform on-site examinations of the records of those providers identified through analysis to warrant further investigation, but only as authorized by Municipality and not to involve more than one-third (1/3) of the Municipalities properties in any one year contract period; • Provide Municipality staff with a detailed list of all records required to be made available by lodging providers for the further reviews, together with a draft engagement announcement letter to be sent to each lodging provider requiring examination; • In coordination with Municipality staff, schedule and conduct reviews at the property locations of those providers identified and authorized for examination; • Verify accuracy of filed lodging tax returns with daily and monthly activity summaries; • Review a random sample of the daily and monthly summaries to determine if the daily summaries reconcile to the monthly summaries; • Review bank statements to verify that deposits reconcile with the reported revenue on the lodging tax returns'; • Review exempted revenue for proper qualifying documentation; • Review a random sample of exempted guest revenue and trace registration and/or other source documents to verify compliance with the Municipality ordinance; • Where possible, compare the State and federal tax filings with the lodging tax returns; • For each error/omission identified and confirmed, submit substantiating documentation to designated Municipality staff in order to facilitate collection of revenue due from lodging providers for prior periods; • Coordinate with designated Municipality official(s) as necessary to review findings and recommendations; • Provide assistance to Municipality in reviewing any matters submitted in extenuation and mitigation by lodging providers in contesting a deficiency determination; and • Prepare and document any changes to the review findings and provide revised tax, interest or penalty amounts due the Municipality. IL ~ 2 Paris, TX - HOT 061510 L e, Document Integrity Verified ~ n EchoSign Transaction Number: KLPS276463X37 Seminar Services (Once Every Third (3`d ) Year, When Desired by Municipality): • Conduct a seminar session with Municipality staff to present and discuss issues pertaining to lodging tax administration. Key topics for normal Municipality staff sessions include applicable state and federal law, return analysis, deficiency determination techniques and collections. Municipality may add select topics of Municipality concern to be reviewed at this session; • Conduct a seminar session for local lodging providers to disseminate information intended to further the providers' understanding of their duties and responsibilities under the Municipality's lodging tax ordinance, their responsibilities for collections and record keeping, and to address any points requiring clarification in the lodging providers' understanding of the Municipality's lodging tax ordinance. Municipality staff shall be encouraged to attend both seminar sessions so as to become familiar with the issues and concerns facing local lodging providers and to interact directly with the lodging providers. ARTICLE II. TERM This Agreement starts on the date stated in the introductory paragraph and continues for a period of one-year (1) "initial term." After the "initial term" and thereafter, this Agreement shall automatically renew for successive one-year (1) periods, subject however, to Municipality's availability of funding which lawfully may be applied, until terminated. If funding will not be available, the Municipality must provide at least 30-days advance written notice of the lack of funding. Termination requirements are listed in Section 6 of the General Provisions attached and incorporated herein as Attachment "A". ARTICLE III. COMPENSATION A. Local Hotel Occupancy (HOT) The Local Hotel Occupancy Tax and Hospitality Consulting Services shall be provided at an Annual Fixed Fee per lodging property located in the Municipality as per the following classification of lodging properties: six hundred dollars ($600) per standard lodging property, six hundred dollars ($600) per timeshare property, and three hundred ($300) per bed and breakfast facility. The Fixed Fee shall be invoiced upon execution of this Agreement, and at the beginning of each renewal term. Additionally, MuniServices shall be entitled to reimbursement of reasonable travel and other out-of-pocket expenses associated with the conduct of field audits and seminars, not-to-exceed $1,000 per contract year without prior written approval of the Municipality. Such reimbursement shall be billed incrementally. B. Additional Consulting. Municipality may request that MuniServices provide additional consulting services at any time during the term of this Agreement. If MuniServices and Municipality agree on the scope of the additional consulting services requested, then MuniServices shall provide the additional consulting on a Time and Materials basis. Depending on the personnel assigned to perform the work, standard hourly rates range from $75 per hour to $300 per hour. These additional consulting services will be invoiced at least monthly based on actual time and expenses incurred. ~ 3 Paris, TX - HOT 061510 &d; nnr.ument Inteoritv Verified , EchoSign Transaction Number. KLPS2764B3X37 ARTICLE IV. GENERAL PROVISIONS in addition to the above provisions, the parties are also bound by the general provisions as set forth in Attachment "A" of this Agreement, which are by this reference incorporated herein. If there is a disagreement between Articles I, II, and III, and these general provisions, Articles I, II, and III prevail. The Parties are signing this Agreement on the date stated in the introductory clause. MuniServices, LLC a'.,^ a/luA" Marc Herman (Jun 15, 2010) By: Marc Herman Title: President City of Paris A Municipal Corporation By: _ Name: Title: e.:H e.Bvrr; By: Kevin Cerutti (Jun 15, 2010) Kevin Cerutti Title: Vice-President, Finance ATTEST: City Clerk APPROVED AS TO FORM: City Attorney Y Paris, TX - HOT 061510 Document Intearitv Verified , EchoSign Transaction Number ~ KLPS2764B3X37 ATTACHMENT "A" General Provisions 1. What this agreement covers. This agreement covers any services You selected on Our website or that We have agreed to provide to You. We are not required to perform nor are You required to pay for services that are not in a written or click-thru agreement that incorporates these terms and conditions. 2. Meaning of certain words in this agreement. •"We", "Our", "Us", and similar terms mean MuniServices, LLC •"You," "Yours° (including in the possessive) means The City of Paris. •"Scope of Work" means the written statement that: describes the services We will provide to You; incorporates these terms and conditions; and states what You will pay Us for those services. For this agreement, the Scope of Work is found in Articles I and II of the agreement. •"Confidential Information" means each party's products, services, technical data, trade secrets, inventions, processes, and constituent information. Any information meeting this description is "Confidential Information" even if the disclosing party did not mark the information as "Confidential Information" or did not notify the receiving party that the information was "Confidential Information:" Information is not confidential if it: (a) is rightfully known to the receiving party prior to receipt from the disclosing party as reasonably evidenced by such party; (b) becomes known to the receiving party from a source other than one who is under an obligation of confidentiality to the disclosing party; or (c) becomes publicly known or otherwise ceases to be confidential other than by an unauthorized act. 3. Our relationship with You. We are an independent contractor and not Your employee or agent. We can perform services for others during this Agreement. We are responsible for any subcontractors We use in performing services for You and We are solely responsible to pay those subcontractors. Nothing in this Agreement is to be interpreted as: creating the relationship of employer and employee between You and Us or between You and any of Our employees or agents; or creating a partnership, joint venture between You and Us; or designating Us as Your agent. Furthermore, nothing in this agreement requires Us to give You legal advice or determine Your legal liabilities and We have no obligation to do so. You agree that the advice We give is not legal advice. 4. How We will invoice. We will send You timely invoices for Our services. [If You would like the invoices separated by service, please send Us an email to that effect and We will separate the invoices.] Your payment to Us is due within thirty days after You receive Our invoice(s). We will charge You interest at the rate of one and one-half percent (1.5%) per month, or the maximum amount permitted by law, on any amounts You do not pay within those thirty days. We will not charge You for any costs or expenses related to Our services unless the Scope of Work for the service specifically says We will charge You for costs or expenses. 5. Treatment of Confidential Information. 5.1 The party receiving the disclosing party's Confidential Information shall: use the Confidential Information solely for performing under this Agreement; and treat the Confidential Information with the same care as it uses to maintain the confidentiality of its own Confidential Information, which shall be at least reasonable care. The party receiving the disclosing party's Confidential Information shall not disclose the Confidential Information to any third party without the written consent of the Disclosing Party, except to employees, consultants or agents to whom disclosure is necessary to perform this Agreement and who have agreed in writing to treat the Confidential Information according to the terms of this section five, or except if ordered to disclose the Confidential Information by any court or state or federal agency. All Confidential Information remains the sole property of the disclosing party. We will hold taxpayer information in strict confidence. 5.2 If a party who has received Confidential Information is served with a subpoena or other legal process concerning the Confidential Information, the party who was served shall promptly notify the other party and shall cooperate with the other party, at the other party's expense, in any lawful effort to contest the validity of the subpoena or other legal process. 53 The parties agree that a breach of the terms of this section five would result in irreparable injury to the non-breaching party and a remedy in damages would be inadequate. The parties agree that in the event of such breach or threatened breach, the non-breaching party is entitled to seek an injunction to prevent the breach or threatened breach, in addition to any other remedies available at law or in equity. 5.4 The obligations in this section five continue for a period of five years from the date of disclosure of the Confidential Information, except that for any trade secrets (as defined by applicable law), the obligations of confidentiality continue indefinitely from the date of disclosure and survive the termination of this Agreement indefinitely. 5.5 The confidentiality obligations of this section five do not extend to any information required to be disclosed pursuant to the Texas Open Records Act, the United States Freedom of Information Act, and similar State Acts, or other public disclosure acts of the United States or a state or territory thereof. 6. How this Agreement Starts and Ends. This Agreement starts on the date stated in the introductory paragraph of the Scope of Work (the "Start Date") and continues until terminated or until the expiration date stated in the Scope of Work. Either party may terminate this Agreement: a. upon 90-days prior written notice to the other party; or b. immediately, upon written notice, if a party has materially breached this Agreement including any Scope of Work and the non-breaching party has given the breaching party notice of the material breach and has given the breaching party thirty days to cure the breach (except in the case of non-payment for which the cure period shall be ten (10) days) or such amount of time as is reasonable given the circumstances. Under this Agreement Your failure to pay any amount when due under this Agreement (after Texa,r Gen Pror . rer 021610 EchoSi n Transaction Number: KLPS276463X37 t& Document Integrity Verified Q~ - 9 10-days prior written notice of Your failure to pay) is a material breach. 7. Your payment obligations after this agreement ends. Even if this agreement is terminated or expires You remain obligated to: (1) pay Us for services performed through the effective date of the termination or expiration; (2) provide Us with all the information necessary for Us to calculate what You owe Us on revenue You receive after the termination or expiration; and (3) pay invoices We send You after the expiration or termination of this agreement for services performed before termination or expiration or for continuing payments required by the Scope of Work or for both. 8. Our commitment not to discriminate. On any work We perform under this agreement, We shall not discriminate on the grounds of race, color, religion, sex, national origin, or veteran status in the selection and retention of employees, subcontractors, the procurements of materials or leases of equipment. 9. Our Limited Warranty. We represent that all services performed under this agreement shall be performed by persons with the skills and abilities necessary and that the services that We shall provide, the tangible deliverables, if any, are free and clear of the proprietary claims of third parties, unless We notify You to the contrary. This section 9 is Our complete warranty statement. We disclaim any other warranties to the fullest extent allowed by law. 10. Your warranty to Us. You represent that the information You or Your employees or agents provide to Us will be provided free and clear of the claims of third-parties. You represent that You have the right to provide Us the information You provide and that information provided will not be obscene, defamatory, or otherwise expose Us to liability to third parties. il. Limitation of liability. To the maximum exient permitted by law, neither MuniServices, nor its employees, contractors or agents are Iioble for any indirect, incidental, special, punitive or consequential damages, lost data or cost of procurement of substitute goods or services arising from or related to the services. This limitation applies: whether damages are based on breach of warranty or any obligation arising from a breach of warranty; and whether Iiability is asserted in contract or torc; and whether or noi We hove been advised of the possibility of any such loss or damage. an-arrarares he 12. Scope of disclaimers and limitation of liability. The disclaimers and limitations of liability in sections 9 and 11 apply regardless of the form of action, whether in contract, tort, strict liability or otherwise and whether damages were foreseeable. Those disclaimers and limitations of liability survive failure of any exclusive remedies provided in this Agreement. 13. Indemnification. To the extent permitted by law, a party shall defend, indemnify, and hold harmless the other parry, its diredors, officers, employees and affiliates, from any and all claims, suits, ti demands, losses, damages, liabilities, costs and expenses, including ~ reasonable attorney's fees (collectively "Losses°) arising from or related to a claim of injury to person or property or death arising from or caused by the negiigent acts or negligent omissions of employees, agents, or representatives of the indemnifying party which acts or omissions arise from the indemnifying party's performance (or non- performance) under this Agreement. You shall defend, indemnify, and hold Us harmless from any Losses arising from or related to a claim that information You provided to Us contains any false, misleading, or defamatory information regarding a third party. 14. Miscellaneous provisions. 14.1 Personnel. At any time, You may request removal or replacement of personnel We have assigned and We will promptly replace such personnel. The time for any deliverables required or any increase in costs wili be adjusted to reflect any adverse impact resulting from the change in personnel. 14.2 Grotuities, Gifts, Conflict of Interest. We shall, at all times, comply with Your policies regarding gifts, gratuities, or conflicts of interest that You provides to Us. At no time shall We, or Our employees, agents, directors, or contractors offer or accept any gift or gratuity: from a third party who may be subject to findings resulting from Services; to or from You, official, employee, contractor, or agent, or from any other party where such gift or gratuity could be construed as a conflict of interest. 14.3 Dispute Resolution. Any dispute relating to this agreement shall be submitted for resolution through mediation. The mediator shall be selected from the list of individuals maintained by the State District Court, County of Lamar, who participate in the court's alternative dispute resolution process by joint agreement of the parties. In the event the parties are unable to resolve the dispute through the mediation process, then either party may commence an action in the State District Court, County of Lamar State of Texas. in all cases, the prevailing party to such dispute is entitled to recover costs and expenses, including reasonable attorney's fees. 14.4 Ownership of Work Product. We retain all right, title, and interest in and to the processes, procedures, models, inventions, software, ideas, know-how, and any and all other patentable or copyrightable material used, developed, or reduced to practice in the performance of this agreement. Upon payment therefore, We will grant You all right, title, and interest in and to the reports, charts, graphs, and other deliverables We are required to produce under this agreement. 14.5 Assignment. Neither party may assign this agreement or any of its rights or obligations under this agreement without the prior written consent of the other party, which consent must not be unreasonably withheld. Any assignment without prior written consent is void. Notwithstanding the foregoing, the parties may assign ali or part of this agreement immediately, without the prior written consent of the non-assigning Party: (a) to the assigning party's successor in interest who expressly assumes responsibility for the assigning party's obligations under this agreement; or (b) if necessary to satisfy the rules, regulations and/or orders of any federal or state governmental agency or body. Notwithstanding the foregoing, We may assign monies due under this agreement without consent (whether characterized as an account receivable or otherwise). Any violation of the provisions of this paragraph Z Te.vns Gen Pror - rer 0211 10 L 0' Document integrity Verified 1 EchoSign Transaction Number: KLPS2764B3X37 renders this agreement voidable at the option of the non-assigning party. 14.61nsurance. a. Public Liability. During the term of this Agreement, We will maintain a policy of public liability insurance with minimum coverage's in accordance with the requirements You provide to Us. We will cause You, Your officials and employees to be named on all liability policies described above as additional insureds for activities taken pursuant to this Agreement. b. Workers' Compensation. During the term of this Agreement, We shall comply with the terms of the laws of Texas concerning workers' compensation, including but not limited to, maintaining in full force and effect one or more policies of insurance insuring against any liability We may have for workers' compensation. 14.7 Severability. If a court of competent jurisdiction holds any part of this agreement to be unenforceable, the unenforceable part will be construed as nearly as possibie to reflect the original intent of the parties and the remainder of the provisions will remain in full force and effect. 14.8 Waiver. Either party's failure to insist upon strict performance of any provision of this agreement is not to be construed as a waiver of that or any other of a party's rights under this agreement at any later date or time. 14.9 Force Majeure. Neither party is liable for failing to perForm its obligations hereunder (other than payment obligations) where performance is delayed or hindered by war, riots, embargoes, strikes or acts of its vendors or suppliers, accidents, acts of God, or any other event beyond its reasonable control. 14.10 Notices. All notices, including notices of address changes, provided under this agreement are deemed received on the third day after mailing if sent by mail, or immediately if sent by facsimile. Notices shall be sent to the followine: To Us: MuniServices, LLC 7335 North Palm Bluffs Avenue Fresno, CA 93711 Attention Legal Department Email: lesalP muniservices.com Facsim i le: 559-312-2957 To You: City of Paris POB 9037 Paris, TX 75461 Attn: Gene Anderson, CPA, Finance Director Email: ganderson@paristexas.gov Facsimile: 903.785.8519 14.11 Copies. This agreement may be signed in separate counterparts including facsimile copies. Each counterpart (including facsimile copies) is deemed an original and all III counterparts are deemed on and the same instrument and legally binding on the parties. 14.12 Entire Agreement. This agreement, including the Scope of Work that incorporates these terms and conditions, is the entire agreement between Us and You for the service(s) in the Scope of Work. This agreement supersedes and replaces any prior agreements, of whatever kind or nature, for the service(s) in the Scope of Work. Any prior agreements, discussions, or representations not expressly set forth in this agreement are of no force or effect. No additional terms, PO Terms and Conditions, or oral or written representations of any kind are of any force and effect uniess in writing and signed with the same formality as this agreement 14.13 No Oral Modification. No modification of this agreement is effective unless set forth in writing and signed with the same formality as this agreement. No waiver of the requirements of this section is effective unless in writing and signed by our president. 14.14 Construction. This Agreement is to be construed in accordance with the laws of the State of Texas without regard to its conflict of laws principals. 14.15 Headings. The section headings herein are for convenience and reference purposes only and are not to serve as a basis for construction or interpretation. 14.16 Partial Poyment. No receipt by Us of an amount less than Your full amount due will be deemed to be other than payment "on account", nor will any endorsement or statement on any check or any accompanying letter effect or evidence an accord and satisfaction. We may accept such check or partial payment without prejudice to Our right to recover the balance or pursue any of Our rights. LAA.- 3 Te.ras Gen Pror - rer 02I010 L Document Integrity Verified EchoSign Transaction Number: KLPS2764B3X37 A -a Signature: C-OA"77Z _ Kevir CeruN.l iJuI, 15. 2010) Email: kevin.cerutti@muniservices.com Title: V.P. Finance Signature Y""'' 'Aarc Herman Wun 15. 2010! Email: marc.herman@muniservices.com Title: President L 0 Document Integrity Verified EchoSign Transaction Number: KLPS2764B3X37 F3