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HomeMy WebLinkAboutCC Resolution 8351 (Municipal Resource Consultants)RESOLUTION NO. 8351 A RESOLUTION AUTHORIZING THE SIGNING OF A CONTRACT, LEASE OR AGREEMENT THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows: The MAYOR and CITY CLERK are authorized to execute, on behalf of the City of San Rafael, a contract, lease or agreement with Municipal Resource Consultants Amendment No. 2 - from 3/2/91 to 3/2/92 (One Year Contract) a copy of which is hereby attached and by this reference made a part hereof. 1, JEANNE M. LEONCINI , Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly intro- duced and adopted at a Reqular meeting of the City Council of said City held on Monday the 18th day of March 19 91 , by the following vote, to wit: AYES: COUNCILME1,1BERS: Boro, Breiner, Shippey, Thayer & Mayor Mulryan NOES: COUNCILME11BERS : None ABSENT: COUNCILMEMBERS: None JEA �N. �( MLEOT/iCINI, City Clerk A U 1�C7f �$PI��f35� AMENDMENT NO. 2 The Agreement with Municipal Resource Consultants dated February 21, 1989 is amended as follows: 3. Term. The term of this Agreement shall be for a one (1) year period commencing March 2, 1991. Other than as specifically amended and modified, the aforesaid Agreement dated February 21, 1989 and the aforesaid Amendment thereto are hereby retified and confirmed to be and continue in full force and effect. Executed as of the day and year first above stated. CITY OF SAN RAFAEL A Municipal Corporation Lawrence E. Mulrydn Title: Mavor Date: March 18, 1991 MUNICIPAL RESOURCE CONSULTANTS PART R: JOHN T. TIN, INC. By: l - ohn T: Austin itle: President March 8. 1991 ATTEST: CL � CLERK Jeanne M. Leoncini APPROVED AS TO FORM: - )0-4 -.- 4,-Q 1Z 0 1,LP '1104�Q E CITY A 0 Y Gary T. Ragghianti CONSULTANT SERVICES AGREEMENT THIS AGREEMENT is made at San Rafael, California, as of FebruaX,v 21. 1989. by and between the City of San Rafael, a municipal corporation (hereafter referred to as "City") and Municipal Resource Consultants (hereafter referred to as "Consultant" or "MRC"), who agree as follows: 1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to the City the services described in Exhibit "A", a copy of which is attached and incorporated herein by reference. Consultant shall provide said services at the time, place and with manner specified in Exhibit "A". 2. Compensation. City agrees to pay MRC for providing the initial and ongoing sales tax audits and STARS reports as follows: a. Sales Tax Audit Service. MRC shall receive 25% of new sales tax income realized by the City as a result of MRC identifying and correcting the related point-of-sale distribution error. This 25% shall apply to each correction for fund transfers and the first six consecutive reporting quarters following completion of the audit by MRC and confirmation of corrections by the State Board of Equalization. MRC shall submit sales tax audit invoices on a quarterly basis after the City has received the revenue from the correction and quarterly distribution report confirming it. Each invoice shall include the business name, permit number, local allocation amount received by the City and amount due MRC. Invoices are due and payable upon receipt. b. STARS Reports. For the term of this agreement, MRC shall provide STARS Reports for the sum of $5,000, or $1,250 per quarter, payable only after the City has received the quarterly STARS Report(s) and sufficient funds to cover the STAR charges from the City's 75% share of new sales tax income produced from MRC's audit service. - example: The following computation illustrates a hypothetical New sales tax income produced for City from MRC audit service: $60,000 Less MRC compensation for audit service at 25%: -15,000 City's share of new sales tax income at 75$: $45,000 Less STARS charge for first year at $1,250 per quarter: - 5,000 Net new sales tax income to City after compensating MRC for audit service and STARS Reports: $40,000 Should MRC's audit service fail to generate sufficient new sales tax income for the City to cover the STARS charges out of the City's 75% share, then MRC shall absorb the shortfall amount. C. Expenses. All expenses incurred by MRC in providing the audit service and STARS reports are absorbed by MRC. These expenses include items such as employee salaries and benefits, insurance, airfare, auto rentals, meals, lodging, keypunching, computer processing, clerical, communications (e.g., personal meetings, telephone, mail, etc.), photocopying, overhead and miscellaneous out -of -pockets for consumable supplies and research materials such as maps, directories, etc. 3. Term. The term of this Agreement shall be for a one (1) year period commencing March 1, 1989 4. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. 5. General Provisions'. a. Independent Contractor. At all times during the term of this Contract, Municipal Resource Consultants (Consultant) shall be an Independent Contractor and shall not be an employee of the City of San Rafael. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, City shall not have the - 2 - right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. b. Liability. City shall not be called upon to assume any liability for direct payment of any salaries, wages, or other compensation to any Consultant personnel or subcontractor performing services hereunder for City, or any liability other than provided for in this Agreement. City shall not be liable for compensation or indemnity to any Consultant employee or subcontractor for injury or sickness arising out of his/her employment, or for any negligent actions of the Consultant or its employees. All persons employed in the performance of such services and functions shall be employees of Consultant, and as such shall not, for any purposes, be considered employees of City and therefore shall have no right to any City service, civil service, or other City status. C. Subcontracts. Any subcontracts entered into by Consultant for services to be rendered towards the completion of Consultant's portion of this Agreement shall be for Consultant's benefit alone, and as such shall be its responsibility with no liability resting on the City. Consultant agrees to provide a list of all subcontractors to be used in connection with services to be rendered toward the completion of its portion of this Agreement to the City within ten (10) working days of execution of this Agreement. d. Licenses, Permits, Etc. Consultant represents and warrants to City that he has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice his profession. Consultant represents and warrants to City that Consultant shall, at his sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice his profession. e. Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of Consultant's obligations pursuant to this Agreement. Neither party shall be considered in default of this Agreement to the extent performance is 3 - prevented or delayed by any cause, present or future, which is beyond the reasonable control of the party. f. Insurance. (1) Public Liability. During the term of this Agreement, Consultant shall maintain in full force and effect a policy of public liability insurance with minimum coverages as follows: $1,000,000 for injury to one person in any one occurrence; $1,000,000 aggregate; and, $50,000 for property damage. Consultant shall cause the City, its officials and employees to be named on all liability policies described above as insured as respects: (1) activities performed for the City by or on behalf of the named insured; (2) products and completed operations of the Named Insured; and (3) premises owned, leased or used by the Named Insured. (2) worker's Compensation. During the term of this Agreement, Consultant shall fully comply with the terms of the law of California concerning worker's compensation. Said compliance shall include, but not be limited to, maintaining in full force and effect one or more policies of insurance insuring against any liability Consultant may have for worker's compensation. g. Consultant Not Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. h. Assignment Prohibited. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempt of purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. i. Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by Consultant to perform services pursuant to this Agreement, Consultant shall remove any such person immediately upon receiving notice from City of the desire of City for the removal of such person or persons. j. Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices his profession. All products of whatsoever nature which Consultant delivers to City pursuant to this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the standards of quality normally observed by a person practicing in Consultant's profession. k. City Representative. The City Manager or her designee is the representative of the City and will administer this Agreement for the City. 1. Termination. This Agreement may be terminated by either party upon receipt of ten (10) days written notice. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination provided, however, that City may condition payment of such compensation upon delivery to City by Consultant of any and all documents and materials prepared pursuant to this Agreement. M. Indemnity and Hold Harmless. Consultant shall assume the defense of, and indemnify and hold harmless, the City, its officers, directors, employees, and agents, and each and every one of' them, from and against any and all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, the performance of the work, from this Agreement, provided that such action, damage, claims, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to, or destruction of property, whether upon or off the work, including the loss of use thereof, and is caused in whole or in part by any negligent act or omission of the Consultant, and subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, whether or not it is caused in part by a party indemnified hereunder. n. Equal Employment Opportunity. During the performanc-e of this Agreement, Consultant, for itself, its assignees and successors in interest, agrees as follows: (1) Compliance with Regulations: Consultant shall 1 comply with the Executive Order 11246 entitled "Equal Employment Opportunity,: as labor regulations (41 C.F.R. Part 60), hereinafter referred to as the "Regulations." (2) Nondiscrimination: Consultant, with regard to the work performed by it after award and prior to completion of the work pursuant to this Agreement, shall not discriminate on the grounds of race, color, religion, sex or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. (3) Solicitation for Subcontractor, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by Consultant for work to be performed under any subcontract, including procurements of materials or equipment, such potential subcontractor or supplier shall be notified by Consultant of Consultant's obligation under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, religion, sex or national origins. (4) Information and Reports: Consultant shall provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the City of San Rafael to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of Consultant is in the exclusive possession of another who fails or refuses to furnish this information. Consultant shall so certify to the City of San Rafael and shall set forth what efforts it has made to obtain the information. (5) Sanctions for Noncompliance: In the event of noncompliance by Consultant with the nondiscrimination provisions of this Agreement, the City of San Rafael shall impose such contract sanctions as it may determine to be appropriate, including, but not limited to: (a) Withholding of payments to Consultant under the contract until Consultant complies; (b) Cancellation, termination, or suspension of the Agreement, in whole or in part. (6) Incorporation of Provisions: Consultant shall include the provisions of paragraphs 1 through 5 in every subcontract, including Regulations, order, or instructions issued pursuant thereto. Consultant shall take such action with respect to any subcontract or procurement as the City of San Rafael may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event Consultant becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Consultant may request City to enter such litigation to protect the interests of the City. (o) Notices: All notices herein provided or required to be given, or which may be given, in connection herewith by either party to the other shall be in writing and be served by personal delivery or by mail, and shall be deemed to have been given when deposited in the United States mail, postage prepaid, and addressed as follows: To City: City of San Rafael c/o City Manager 1400 Fifth Avenue P. 0. Box 60 San Rafael, CA 94915-0060 To Consultants: Municipal Resource Consultants 32107 W. Lindero Canyon Road, Suite 225 Westlake Village, CA 91361 or to such address as may from time to time be designated by either party in the manner herein provided for the giving of notices. (p) ownership of Documents: All statements, documents or other materials produced by Consultant for City pursuant to this Agreement shall conform to standards set by City and shall be the exclusive property of City. (q) Whole Agreement: This Agreement and all exhibits shall constitute the entire agreement of the parties. No modification or amendment of this Agreement shall be valid unless it is in writing and executed by both parties. (r) Successors and Assigns: The City and Consultant each binds himself, his partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. - 7 - Z X H I B I T "A" Additional terms of this Agreement are as follows: OBJECTIVES MRC shall provide a Sales Tax Information, Audit and Corollary Consulting service designed to achieve the following objectives: Sales Tax Information Computerize the City's sales tax data utilizing MRC's Sales Tax Analysis and Reporting System (STARS) to readily facilitate the City's monitoring, analysis and forecasting of its sales tax revenue. Sales Tax Audit Conduct an initial and ongoing sales tax audit in order to identify and correct point of sale distribution errors and thereby generate new sales tax income for the City. MRC's sales tax audit shall encompass all City businesses and not just the major firms. Corollary Consulting As an outgrowth of the sales t MRC shall identify additional to enhance the City's revenue property tax, business license utility tax and defined econo SCOPE OF SERVICE ax information and audit services, opportunities for the City and/or MRC base in areas such as sales tax, tax, transient occupancy tax, mic development goals. The scope of our proposed audit service includes, but is not limited to, the following procedures and tasks: - Input data from sales tax distribution reports provided by State Board of Equalization for six (6) most recent consecutive quarters. - Develop a target list of potential point-of-sale taxpayer reporting errors based on a comprehensive inventory and evaluation of all businesses in the City of San Rafael. These businesses are to be analyzed based on proprietary guidelines established by MRC, formulated through expert knowledge of corporate mergers and acquisitions, sales versus use tax, business marketing organization and methods, commercial'sales tax reporting practices, and other conditions contributing to reporting errors. - Meet with designated City official(s) to review service objectives and scope, MRC workplan schedule, public relations and logistical matters (e.g., temporary office space, telephone, photocopy, receptionist, data sources, etc.). We will also establish an appropriate liaison with the City's coordinator and define logical checkpoints for reviewing the project's progress. Note: With the exception of this initial meeting, MRC's service requires no time or effort on the part of City staff. - Contact each target business to determine whether a point-of-sale reporting error exists. Note: This shall be accomplished with the highest regard to discretion and professional conduct. MRC sales tax audits shall be predicated on a constructive public relations approach which emphasizes the importance of each business to the City and the mutual benefits of correcting reporting errors. - Provide to the City, for submission to the State Board of Equalization, reports addressing each point-of-sale taxpayer reporting error individually, including the business name, address, telephone number, California sales tax permit number, individuals contacted, date(s) of contact, nature of business, reason(s) for error, recommended corrective procedure and, if available, estimated sales tax income which should be forthcoming to the City of San Rafael. - Receive and process sales tax distribution reports quarterly. - Coordinate with the taxpayer and State Board of Equalization to make the necessary corrections plus retroactive adjustments for eligible amounts improperly distributed in prior quarters. - Monitor and analyze the quarterly distribution reports with audit focus on the following: . Those accounts with previously reported point-of-sale distribution errors to ensure that the corrections are made for current quarters plus retroactive adjustments for eligible amounts improperly distributed in prior quarters. • Those major accounts comprising 90% of the City's total sales tax revenue to identify any irregularities (e.g., negative fund transfers, significant decreases, etc.) and ensure that the City is not getting less than it is entitled. - Reorganize and refine our computerized sales tax data for the City utilizing MRC's Sales Tax Analysis and Reporting System (STARS). - Prepare and submit STARS reports on a quarterly basis principally focusing on the major sales tax producers. Major sales tax producers are defined as those businesses meeting or exceeding a specified quarterly revenue threshold and comprising in aggregate 90% or more of the sales tax revenue generated from businesses located in the City. All major sales tax producers and business categories are monitored and analyzed quarterly based on reports to include the following: . Major (and Top 100) Sales Tax Producers. Ranks in descending order according to level of sales tax produced. �m . Business Classification. Groups and ranks major producers by business classification according to level of sales tax produced. . Sales Tax Trend Reeorts. Indicates growth and decline comparisons by various categories for forecasting and analysis. • Executive Summary. Eased on our analysis and evaluation of the STARS reports and other data, our quarterly report shall include an Executive Summary, which presents our findings, conclusions and recommendations in a condensed format with narrative complemented by graphics. . Geo -Coding. Tracks sales tax performance within specific areas of the city (e.g., redevelopment projects). - Make specific recommendations (for City staff and/or MRC) to further enhance the City's revenue base in areas such as sales tax, property tax, business license tax, transient occupancy tax, utility tax and defined economic development goals. - Provide City employees with post -audit sales tax orientation: • Conduct technical seminar on California's local sales tax distribution process. • Train staff in the fundamentals of sales tax auditing should the City desire to assume responsibility for future maintenance of local retail accounts internally. - Analyze list of City's major sales tax producers in order to assist the City in developing a public relations program to prevent the loss of these important businesses. - Profile for Redevelopment and Chamber of Commerce personnel the most economically desirable/undesirable types of developments/business users and the reasons why. - Provide a list of businesses located in the City that are not presently producing sales tax to the City of San Rafael, but could be through constructive changes in marketing and/or purchasing procedures. - Assist in defining specific geographic areas for which the City would have an interest in knowing the sales tax produced (e.g., within Community Redevelopment Agency boundaries). CERTIFICATE OF CONFIDENTIALITY Section 7056 of the State of California Revenue and Taxation Code specifically limits the disclosure of confidential taxpayer information contained in the records of the State Board of Equalization. This section specifies the conditions under which a city may authorize persons other than city officers and employees to examine State Sales and Use Tax records. The following conditions specified in Section 7056 (b), (1) of the State of California Revenue and Taxation Code are hereby made part of this contractual agreement entered into between the City of San Rafael and Municipal Resource Consultants (Contractor). A. Contractor is authorized by this agreement to examine sales and use tax records of the Board of Equalization provided to City pursuant to contract under the Bradley -Burns Uniform Sales and Use Tax Law. B. Contractor is required to disclose information contained in, or derived from, those sales and use tax records only to an officer or employee of the City who is authorized by resolution to examine the information. C. Contractor is prohibited from performing consulting services for a retailer during the term of this agreement. D. Contractor is prohibited from retaining the information contained in, or derived from, those sales and use tax records, after this agreement has expired. Information obtained by examination of Board records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the City as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the Contractor as a person authorized to examine sales and use tax records and certify that this agreement meets the requirements set forth above and in Section 7056 (b), (1) of the Revenue and Taxation Code. Contractor hereby certifies that any and all information utilized in the conduct of work performed shall be utilized only for those purposes authorized by the City and by the Bradley -Burns Uniform Local Sales and Use Tax Law. TIMING The proposed service shall commence within 10 days following receipt of City Council contract authorization and resolution designating MRC as the authorized City contractor to examine sales and use tax records. The preliminary workplan schedule (Figure 5-1) following this page presents the time frames envisioned for accomplishment of the prescribed tasks. As indicated, the initial field audit report identifying point -of -sale -taxpayer reporting errors shall be provided within 60 and no later than 90 working days following receipt of authorization. The Quarterly Distribution audit reports shall be provided within 30 working days following receipt of the quarterly distribution reports. With regard to the optional services, STARS reports shall be provided on a quarterly basis within 30 working days following receipt of the quarterly distribution reports. The corollary consulting services shall be provided on an ongoing basis in conjunction with the delivery of our ongoing audit and STARS reports. - 4 -