CM-2022-288 - 11/18/2022Professional Services Agreement
This Agreement is entered into by TexasCityServices, LLC, a Texas Limited Liability Company,
herein called "Firm," and the City of Round Rock, Texas referred to hereafter as "Client".
In consideration of the mutual promises herein contained, Firm and Client agree that:
I. SCOPE OF SERVICES
_Hourly Consultation
The Firm will provide consultation to the Client concerning local sales/use tax
opportunities, obligations, legislative analysis, and litigation support as requested by
Client.
Increase Local Sales/Use Tax Collections
Additionally, the Firm will analyze public records and Client confidential records of select
Client businesses to confirm proper local sales/use tax compliance with tax laws and
policies. The purpose of the analysis is to identify, quantify and secure for the Client
additional local sales/use tax deposits to Client's Local Authority Code No. 2246022.
In the event a select business(es) appears non -compliant with sales/use tax law and/or
policies ("Suspect Business(es)") Firm will make the Client aware of the potential recovery
of past/prospective local sales/use taxes and provide the Client a plan whereby the Firm
will approach the Suspect Business(es) and/or Texas Comptroller of Public Accounts to
seek compliance.
Summary
These consultations do not result in any opinion, attestation, or other form of assurance
with respect to the Client's and or its businesses' transactional tax reporting or any other
financial reporting functions of the Client or its businesses. The procedures employed by
this review do not constitute an examination or a review per General Accepted Auditing
Standards. Neither does this review constitute a review of internal controls over any Client
or its businesses financial reporting function. The review is not limited nor directed towards
the discovery of fraud, illegal acts, or material exceptions. The firm is not a public
accounting firm.
IL FEES AND BILLINGS
Hourly Consultation
The Firm fees for its consultation will be based on actual time incurred at standard hourly
rates, rounded to 30-minute increments. The Finn's standard hourly rate will be $250 per
hour ($125 per each 30 minutes) plus any out-of-pocket expenses.
If in any quarter Firm's time charges arc less than 6 hours, then Firm fees due and payable
by Client will not include any Firm time charges. Firm incurred out-of-pocket expenses
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may be due if prior to the expense incurrence the Client requested the Firm incur the
expense(s).
Increase Local Sales/Use Tax Collections
The Firm fees for identification, quantification and securing additional local sales/use taxes
for the Client from Suspect Business(es) will be based upon the amount of additional local
sales/use tax deposits to Client's Local Authority Code No. 2246022.
The Firm Fees are computed for each Suspect Business as:
- twenty four percent (24%) of any Client local salesluse tax increases enjoyed by Client
representing corrections of past local salesluse taxes deposits:
and,
- twenty four percent (24%) of any Client local salesluse taxes representing an increase
in local sales/use tax collections for the immediate 24 months following Firm
recommended corrections by a Suspect Business(es).
The above Firm fees can not be increased/decreased based upon the hours, rates, or out-of-
pocket expenses invested by the Firm. Firm Fees for increasing Client's local sales/use tax
collections are due the quarter when the Client enjoys the added local sales/use tax deposits.
In the event Client elects to forgo Firm involvement after the Firm has identified a Suspect
Business(es), Firm fees remain due and payable under these terms.
The Client's payments to the Firm shall not exceed One Hundred Ninety Thousand and
No/100 ($190,000.00) for the term of this Agreement
III. RESPONSIBILITIES OF THE FIRM
Firm services will be performed based upon the information available as public records
and provided by the Client, and state tax authorities. In addition, services will be performed
in consideration of applicable tax laws, regulations, and associated interpretations relative
to the appropriate jurisdiction as of the date the services are provided. Tax laws and
regulations are subject to change at any time, and such changes may be retroactive in effect
and may be applicable to advice given or other services rendered before their effective
dates. The Firm does not assume responsibility for such changes occurring after the date
we have completed our services.
With regards to the services provided under the terms of this agreement, the Firm will
discuss with the Client and upon Client approval with Client's Prospects any positions that
the Firm believes may subject the Client and/or Prospect to potential tax liabilities. The
Firm is not held responsible for determining these liabilities, nor is the Firm responsible
for any liabilities assessed against the Client and/or Prospect as the result of the Client's
failure to provide all relevant information relative to the issue under consultation. Any such
liabilities are disregarded for determining fees.
Page 2
IV. ENGAGEMENT TERMS/LIMITATIONS
In the event the Firm discovers activities or practices of the Client that the Firm deems
inappropriate or that would prevent the project from being completed, or should the Client
fail to provide the Firm with adequate and accurate information or the requisite assistance
to allow for the proper completion of this project, the Firm reserves the right to resign from
the engagement prior to the completion of the work. At any point during the project, the
Firm has the right to terminate the services covered by this agreement by providing written
notice to the CIient of such termination.
The Firm is not restricted by anything in this agreement from providing services for other
clients.
The Client reserves the right to terminate the services covered by this agreement at any
time by providing the Firm written notice of such intentions subject to Section II terms and
conditions.
If Client exercises its right to terminate Firm services under this Agreement, Firm fees
incurred prior to Client termination remain due and payable to firm.
The Firm makes no other representation or warranty regarding either the services to be
provided or any deliverables; in particular, and without limitation of the foregoing, any
express or implied warranties of fitness for a particular purpose, merchantability,
warranties arising by custom or usage in the profession, and warranties arising by operation
of law are expressly disclaimed.
Only in the event the Firm is grossly negligent or acted willfully or fraudulently, shall the
Firm be liable to the Client or any related parties, for any amounts in excess of the total
professional fee paid by Client to Firm under this agreement.
V. EFFECTIVE DATE/PERFORMANCE PERIOD
This Agreement shall terminate three years from the effective date indicated below.
The Agreement will renew thereafter on an annual basis until either the Client or
Firm exercise termination rights described in Section IV.
VI. INDEMNIFICATIONS
The Client agrees to indemnify, defend and hold harmless to the extent allowed by law the
Firm from and against any and all liabilities, losses, demands, costs and expenses, joint or
several, to which such indemnified parties may be subject under any findings of
state/federal courts or other regulatory body arising solely out of the performance of
services contemplated by this agreement, including claims by any third parties.
The Client agrees to reimburse any indemnified party for all reasonable expenses
(including reasonable counsel fees and expenses) as they are incurred in connection with
Page 3
the investigation of, preparation for, or defense of, any pending or threatened claim or
action or proceeding arising there from, whether or not such indemnified party is a party.
The provisions of this indemnification clause will not apply if it has been finally
determined that the Firm was grossly negligent or acted willfully or fraudulently.
VII. NON -DISCLOSURE REQUIREMENTS
In the performance of this Agreement, Client and Firm may not disclose technical,
financial, or other information, material, or data either via oral, written, or any other form,
either electronic or otherwise, which is considered confidential and proprietary
( Confidential Information).
Confidential Information includes all information obtained from the Client except
information available under the Public Information Act. Confidential Information does
not include any information known to the receiving party prior to the Agreement, or
information that is available to the public under Texas' Open Records Act, or information
published and available to the general public regardless of source.
Unless otherwise agreed, the receiving party agrees not to disclose Confidential
Information; will use the same degree of care and diligence to protect and secure
Confidential Information as it uses for its own information; and will not copy or reproduce
the Confidential Information except in the performance of the services described in this
Agreement. The receiving party may disclose such Confidential Information to its
associates, affiliates, consultants, and agents necessary to perform the Agreement's
services.
In the event either Client, or the Firm is required by law, rule, regulation, or lawful order
to disclose Confidential Information, the disclosing party agrees to notify the other party
immediately to allow the other party to take steps it deems necessary to protect its
Confidential Information.
Both Client and Firm acknowledge and agree that the disclosing party owns all rights,
interest, and title to the Confidential Information. Both Client and Firm agree that the
unauthorized disclosure of the Confidential Information will cause irreparable harm to the
other party. As a result of the unique nature of the Confidential Information, in addition
to all other available remedies, the disclosing party shall be entitled to seek injunction and
other extraordinary relief in a court of competent jurisdiction in order to enforce the
receiving party's obligations under this Agreement.
VIII. COMPLIANCE WITH LAWS
In accordance with Chapter 2271, Texas Government Code, a governmental entity may
not enter into a contract with a company for goods and services unless the contract
contains written verification from the company that it: (1) does not boycott Israel; and
(2) will not boycott Israel during the term of the contract. The signatory executing this
Page 4
Agreement on behalf of Firm verifies Firm does not boycott Israel and will not boycott
Israel at any time during the term of this Agreement.
In accordance with 2274, Texas Government Code, a governmental entity may not enter
into a contract with a company with at least ten (10) full-time employees for a value of
at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has provision in the contract verifying that it: (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm
entity or firearm trade association. The signatory executing this Agreement on behalf of
Firm verifies Firm does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association, and it will not
discriminate during the term of this Agreement against a firearm entity or firearm trade
association.
In accordance with 2274, Texas Government Code, a governmental entity may not enter
into a contract with a company with at least ten (10) full-time employees for a value of
at least One Hundred Thousand and No1100 Dollars ($100,000.00) unless the contract
has provision in the contract verifying that it: (1) does not boycott energy companies; and
(2) will not boycott energy companies during the term of this Agreement. The signatory
executing this Agreement on behalf of Firm verifies Firm does not boycott energy
companies, and it will not boycott energy companies during the term of this Agreement.
IX. SEVERABILITY
If any of the terms, provisions, covenants, conditions, or any other part of this Agreement
are for any reason held to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants, conditions or any other part of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
The clauses regarding liability limitations and indemnification shall survive any termination of
this agreement. This agreement will be governed by the laws of the State of Texas.
Effective date: Novem � I X 2022;
[Signatures on the following page.]
Page 5
City of Round Rock
Laurie Hadley, Cify Manager
Atte
For City, Approved as to Form:
By:
tephanie L. Sandre, City Attorney
Page 6
TexasCityServices LC
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RESOLUTION NO. R-2022-292
WHEREAS, Sec. 4.01(f) of the Round Rock Charter provides that the City Council may by
ordinance set the maximum amount for which the City Manager is authorized to execute contracts
and/or expend funds for budgeted items, and
WHEREAS, the City Council has previously adopted Sec. 2-326(b) of the Code of
Ordinances, which authorizes the City Manager to execute contracts and/or expend funds for budgeted
items in the maximum amount of $200,000.00 for budgeted items specifically approved in advance by
the Council, and
WHEREAS, the City Council wishes to authorize the City Manager to execute contracts
and/or expend funds for budgeted items in the maximum amount of $200,000.00 for those budgeted
items specifically approved in advance by the Council, which are listed in Exhibit A, attached hereto
and incorporated herein by reference, Now Therefore
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS:
Pursuant to Sec. 2-326(b) of the Code of Ordinances, the city manager is hereby authorized to
execute contracts and/or to expend funds for budgeted items in the maximum amount of $200,000,
provided that all such contracts and expenditures are:
(1) specifically for items listed in Exhibit A attached to this Resolution, and
(2) in compliance with state laws requiring competitive bids.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
011220222 4875-2277-9440
RESOLVED this 8th day of September, 2022.
CRAIG MORGAN, Mayor
City of Round Rock, Texas
ATTEST:
MEAGAN SPINKS, City Clerk
City of Round Rock
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider executing a Professional Services Agreement with TexasCityServices,
LLC related to local sales/use tax opportunities.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 10/28/2022
Dept Director: Susan Morgan, CFO
Cost: $190,000.00
Indexes: General Fund
Attachments: Exhibit A (14), SIGNED AGREEMENT 20221006, Resolution (13)
Department: Finance
Text of Legislative File CM-2022-288
Text of Legislative File
Consider executing a Professional Services Agreement with TexasCityServices, LLC related to local salesluse
tax opportunities. This contract was established through a professional services process and has been
exempted from competition as prescribed in Texas Local Government Code 252.0222.
Through this agreement, the firm will provide consultation to the City of Round Rock concerning local sales/use
tax recovery, opportunities, legislative analysis and litigation support as requested by the City.
Authorization has been provided by the City Council for this contract under Resolution R-2022-292 for authorized
purchases for FY2023. Supporting documentation is provided with this packet.
TexasCityServices will receive 24% of any local sales tax recovery they identify and assist with recovery. The
contract also includes 6 hours of consulting time per quarter, with additional time available at $250 per hour is
needed.
This is a three-year (36 month) agreement. Staff recommends approval of this item and is available for any
questions.
Cost: not to exceed $190,000
Source of Funds: General Fund
City of Round Rock Page 2 of i