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Resolution 11903CITY OF ALAMEDA RESOLUTION NO. 11903 AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH MUNICIPAL RESOURCE COMPANY FOR AUDIT OF CITY PROPERTY TRANSFER TAX AND UTILITY USER TAX REVENUES WHEREAS, the City Council of the City of Alameda is desirous of insuring that all revenues it is entitled to is received on a timely basis; and WHEREAS, Municipal Resource Consultants has submitted a proposal to assist the City of Alameda in insuring that revenues are appropriately collected and transmitted to the City on a timely basis; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Alameda hereby authorizes the execution of an agreement with Municipal Resource Consultants (see Exhibit A attached) to rn the services as enumerated. rryATTORNFY I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Council of the City of Alameda in regular meeting assembled on the 5th day of - December , 1989, by the following vote to wit: AYES: CouncilmemherS Arneriche Camiciae Thomas, Withrow and President Corica 5, NOES: None, ABSENT: None. ABSTENTIONS: None. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 6th day of December , 1989. City C rk of the City of Alameda Va ...' a t-L a, a®L J'.J VIN 1V J LJ L hlV 1 a A partnership of John T Austin, Inc. & Allen W Charkou', Inc. Westlake Village, LA 913(11 (818) 991 -5220 Central California (209) 432-6039 Northern California (415) 838 -1115 November 17, 1989 Ms. Zenda James Director of Finance City of Alameda Room 312 City Hall Alameda, CA 94501 Re: Utility Users Tax Audit Service Dear Ms. James: Municipal Resource Consultants (MRC) hereby proposes to provide a self - funding utility users tax audit service to the City of Alameda (City). The objective, scope of service, timing and compensation are summarized as follows: 1. OBJECTIVE The objective of MRC's proposed service is to assist the City in realizing all of the utility users tax income to which it is entitled. 2. SCOPE OF SERVICES The tasks to be accomplished by MRC are summarized as follows: o Meet with designated City official(s) to review service objectives and scope, procedures, MRC workplan schedule, public relations and logistical matters. We will also establish an appropriate liaison with the City's coordinator and 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. o Review applicable provisions of the City's municipal code and ordinances adopted by the City. o Inventory and analyze utility providers /users subject to the City's code /ordinances. EXHIBIT A Ms. Zenda James November 17, 1989 Page 2 o Represent the City for the purpose of examining records pertaining to utility users taxes collected by the various utility providers on behalf of the City in order to identify and confirm errors that are resulting in deficient payment of utility users tax to the City. o For each error identified and confirmed, prepare documentation to substantiate and facilitate the City's recovery of utility users tax due from eligible prior periods (plus applicable interest and penalties) and prevent recurring deficiencies in current and future years. o Meet with designated City official(s) to review and discuss our findings and recommendations. o Provide additional assistance as necessary to support City in recovering and preventing utility users tax deficiencies. 3. TIMING We are prepared to commence the assignment within 30 days following authorization with the objective of completing it within 180 working days thereafter. 4. COMPENSATION In order to make the proposed service self-funding for the City, MRC's compensation shall be entirely predicated and contingent upon the results achieved. The staff time and expenses incurred by MRC in providing the service shall be entirely the responsibility of MRC. Under this arrangement the City agrees to: o Pay MRC an amount equal to 25% of the deficiency recoveries from eligible prior periods (plus associated charges for penalties and interest) and the incremental utility users tax income realized by the City for the first 18 months following delivery of MRC's report and confirmation that the error(s) causing the deficiencies has/have been corrected due to MRC's efforts; Ms. Zenda James November 17, 1989 Page 3 o Invoice the providers/users responsibilities for the utility users tax deficiencies (plus associated charges for penalties and interest) identified and confirmed by MRC within 30 days following receipt of MRC's report; and o Notify MRC within 10 days following the City's receipt of payments from businesses invoiced for deficiencies resulting from MRC's utility users tax audit service. Upon being notified of the City's receipt of payments, MRC will then invoice the City for 25% of the amount(s) received. Earned compensation is due and payable upon receipt of billings. 5. SUMMARY & CONCLUSION Should you have any questions regarding the proposed service or our compensation, we are prepared to respond promptly. Should the City decide to use this proposal and the general provisions attached under Exhibit A (which are incorporated into this agreement) as the contract, please indicate acceptance by returning an executed copy to my attention. The original is for your records. Thank you. ACCEPTED FOR THE ACCEPTED FOR MUNICIPAL CITY OF ALAMEDA SOURCE ONSULTANTS By: Title: . ustin, Inc. Partner Date: Date: November 17, 1989 GENERAL PROVISIONS 1. Independent Contractor. At all times during the tenu of this Contract, Municipal Resource Consultants (Consultant) shall be an Independent Contractor and shall not be an employee of the City of Alameda (City). 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 right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. 2. 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. 3. 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. 4. 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. uLnzxbiL YKUV151VN5 PAGE 2 5. 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 prevented or delayed by any cause, present or future, which is beyond the reasonable control of the party. 6. Insurance. (a) (b) 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, $50,000.00 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. 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. 7. Consultant Not Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied to act on behalf of City of 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. 8. 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. GENERAL PROVISIONS PAGE 3 9. 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. 10. 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. 11. City Representative. The City Manager or his designee is the representative of the City and will administer this Agreement for the City. 12. Termination. This Agreement may terminate on ten (10) days written notice by either party, or within such time as both parties may find necessary to conclude the work currently under way and to summarize Consultant's findings for City. 13. Indemnity and Hold Harmless. Consultant shall assume the defense of, and indemnify and save harmless, the City, its officers, employees, and agents, and each and every one of them, from and against 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, 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. GENERAL PROVISIONS PAGE 4 14. Equal Employment Opportunity: During the performance of this Agreement, Consultant, for itself, its assignees and successors in interest, agrees as follows: a. Compliance With Regulations: Consultant shall 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." b. 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 ground of race, color, religion, sex or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. c. 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 ground of race, color, religion, sex or national origins. d. 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 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 and shall set forth what efforts it has made to obtain the information. e. Sanctions for Noncompliance: In the event of noncompliance by Consultant with the nondiscrimination provisions of this Agreement, the City shall impose such contract sanctions as it may determine to be appropriate, including, but not limited to: (1) Withholding of payments to Consultant under the contract until Consultant complies; (2) Cancellation, termination, or suspension of the Agreement, in whole or in part. L.LNERAL PROvisiONS PAGE 5 f. Incorporation of Provisions: Consultant shall include the provisions of paragraphs a through e in every subcontract, including Regulations, order, or instructions issued pursuant thereto. Consultant shall take such action with respect to any Regulations, order or instructions issued pursuant thereto. Consultant shall take such action with respect to any subcontract or procurement as the City 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. A partnership of John T. Austin, Inc. & Allen W. Charknw, Inc. Westlake Village, CA 91361 (818) 991 -5220 Central Caloornir (209) 432 -6039 Northern CallOrnia (415) 838 -1115 October 23, 1989 Ms. Zenda James Director of Finance City of Alameda Room 312 City Hall Alameda, CA 94501 Re: Property Transfer Tax Audit Service Dear Ms. James: Municipal Resource Consultants (MRC) hereby proposes to provide a self- funding property transfer tax audit service to the City of Alameda (City). The objective, scope of service, timing and compensation are summarized as follows: 1. OBJECTIVE The objective of MRC's proposed service is to assist the City in realizing all of the property transfer tax income to which it is entitled. 2. SCOPE OF SERVICES The tasks to be accomplished by MRC are summarized as follows: o Meet with designated City official(s) to review service objectives and scope, procedures, MRC workplan schedule, public relations and logistical matters. We will also establish an appropriate liaison with the City's coordinator and 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. o Review property transfer tax legal provisions with regard to their applicability to transactions involving property located in the City. Ms. Zenda James October 23, 1989 Page 2 o Procure from County of Alameda (County) a detailed listing indicating for the period 1985 to present the property transfer tax distribution payments to the City including for each property transferred, identification (street address and APN), description, transfer date and actual or allocated transaction value. o Research private and public record sources (beyond the County) in order to compile data on City properties involved in change-of-ownership transactions since 1985, including real estate sales/purchases and business mergers/acquisitions. o Represent City for the purpose of examining records pertaining to property transfer taxes in order to identify and confirm errors that are resulting in deficient payment to the City. o For each error identified and confirmed, prepare documentation to substantiate and facilitate the City's recovery of property transfer tax due from eligible prior periods (plus applicable interest and penalties) and prevent recurring deficiencies in current and future years. o Meet with designated City official(s) to review and discuss our findings and recommendations. o Provide additional assistance as necessary to support City in recovering and preventing property transfer tax deficiencies. 3. TIMING We are prepared to commence the assignment within 10 days following authorization with the objective of completing it within 180 working days thereafter. 4. COMPENSATION In order to make the proposed service self-funding for the City, MRC's compensation shall be entirely predicated and contingent upon the results achieved. The staff time and expenses incurred by MRC in providing the service shall be entirely the responsibility of MRC. venue Jetmes • October 23, 1989 Page 3 Under this arrangement the City agrees to: o Pay MRC an amount equal to 25% of the deficiency recoveries from eligible prior periods (plus associated charges for penalties and interest) and the incremental property transfer tax income realized by the City for the first 18 months following delivery of MRC's report and confirmation that the error(s) causing the deficiencies has/have been corrected due to MRC's efforts; o Invoice the responsible party (e.g. County, taxpayer) for the property tax deficiencies (plus associated charges for penalties and interest) identified and confirmed by MRC within 30 days following receipt of MRC's report; and o Notify MRC within 10 days following the City's receipt of payments and/or credit offsets resulting from MRC's property transfer tax audit service. Upon being notified of the City's receipt of payments and/or credit offsets, MRC will then invoice the City for 25% of the amount(s) received. Earned compensation is due and payable upon receipt of billings. 5. SUMMARY & CONCLUSION Should you have any questions regarding the proposed service or our compensation, we are prepared to respond promptly. Should the City decide to use this proposal and the general provisions attached under Exhibit A (which are incorporated into this agreement) as the contract, please indicate acceptance by returning an executed copy to my attention. The original is for your records. Thank you. ACCEPTED FOR THE ACCEPTED FOR MUNICIPAL CITY OF ALAMEDA RESDUR CONSULTAN By: Title: Date: Date: B ohn . Austin, Inc. Partner October 23, 1989 EXHIBIT "A" GENERAL PROVISIONS 1. 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 Alameda (City). 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 right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. 2. 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. 3. 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. 4. 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. uzINLItat, YXUVISIONS PAGE 2 5. 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 prevented or delayed by any cause, present or future, which is beyond the reasonable control of the party. 6. Insurance. (a) 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, $50,000.00 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. (b) 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. 7. Consultant Not Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied to act on behalf of City of 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. 8. 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. GENERAL PROVISIONS PAGE 3 9. 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. 10. 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. 11. City Representative. The City Manager or his designee is the representative of the City and will administer this Agreement for the City. 12. Termination. This Agreement may terminate on ten (10) days written notice by either party, or within such time as both parties may find necessary to conclude the work currently under way and to summarize Consultant's findings for City. 13. Indemnity and Hold Harmless. Consultant shall assume the defense of, and indemnify and save harmless, the City, its officers, employees, and agents, and each and every one of them, from and against 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, 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. GENERAL PROVISIONS PAGE 4 14. Equal Employment Opportunity: During the performance of this Agreement, Consultant, for itself, its assignees and successors in interest, agrees as follows: a. Compliance With Regulations: Consultant shall 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." b. 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 ground of race, color, religion, sex or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. c. 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 ground of race, color, religion, sex or national origins. d. 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 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 and shall set forth what efforts it has made to obtain the information. e. Sanctions for Noncompliance: In the event of noncompliance by Consultant with the nondiscrimination provisions of this Agreement, the City shall impose such contract sanctions as it may determine to be appropriate, including, but not limited to: (1) Withholding of payments to Consultant under the contract until Consultant complies; (2) Cancellation, termination, or suspension of the Agreement, in whole or in part. GENERAL PROVISIONS PAGE 5 f. Incorporation of Provisions: Consultant shall include the provisions of paragraphs a through e in every subcontract, including Regulations, order, or instructions issued pursuant thereto. Consultant shall take such action with respect to any Regulations, order or instructions issued pursuant thereto. Consultant shall take such action with respect to any subcontract or procurement as the City 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.