HomeMy WebLinkAbout1996-03-05; City Council; 13537; AGREEMENT FOR BUSINESS LICENSE CONSULTING SERVICES WITH MUNICIPAL RESOURCE CONSULTANTS (MRC)k
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CITY OF CARLSBAD - AGENDA BILL 1) 0 j?$4 k k -
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AB# /3337 TITLE:
CITY MGR.* DEPT. FINANCE -3 RESOURCE CONSULTANTS (MRC)
CITYATTY. DEPT- HD- 7 12 CONSULTING SERVICES WITH MUNICIPAL MTG. 03/05/96 AGREEMENT FOR BUSINESS LICENSE
RECOMMENDED ACTION:
Adopt Resolution No, 76- 7F authorizing Agreement for Business License consulting
services with Municipal Resource Consultants (MRC).
ITEM EXPLANATION:
State Mandated Business License Reporting - Since 1984 the State of California has
mandated that cities provide specific business license tax information to the Franchise Tax
Board (FTB) on an annual basis. The State provides for reimbursement of each city's costs
incurred to provide the business license information. The FTB utilizes the business
community data provided by cities to monitor compliance with State income tax and bank
and corporate taxes. This mandated program has allowed the FTB to increase State
revenue, but it has become apparent to the FTB that there is a strong correlation between
the quality and frequency of the data received and the increase in State revenue.
California businesses experience changes at an average rate exceeding 20% per year, due
to business openings, closings, expansions, consolidations, relocation, mergers, acquisi-
tions, and other events. As a result, much of the data received by the FTB is not of the
desired quality and only received once per year. The FTB has established that despite
irregular reporting by cities, information obtained from business license records provides
one of their most valuable sources of identifying those evading taxes. As such, the State
.FTB is requesting more accurate business license information from cities to assist them in
collection of State taxes.
Municipal Resource Consultants (MQC) is offering a business inventory management service
as a component of its Business License Information Service (BLIS) which fully meets the
needs of the FTB. MRC has worked elosely with FTB and has received approval for their
developed format and the procedures for insuring integrity of the data provided.
The State will provide reimbursement for costs associated with providing the information
because it is mandated and a specific reporting format must be 'followed. Reimbursable
costs include administrative, operational and related costs which are reasonably necessary
to implement and maintain an FTB compliance program.
City Benefits -The Business License Information Service (BLIS) will also provide significant
information to the City. BLIS creates and maintains a comprehensive and valid inventory
of current businesses operating within the City's boundaries. The inventory is created by
extracting relevant business data from a large variety of data sources (telephone listings,
property tax records, state records of corporations, sales tax payments, association and
license records, etc.), including the City's existing business license records. MRC also
physically canvasses the City to capture firms that elude electronic data sources.
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The combined data is corrected, standardized, enhanced, and formatted according to FTB
requirements. Each month the data will be updated and delivered to the FTB and to
Carlsbad. The City's business inventory will be placed on a personal computer and
accessed by City staff to provide pertinent information about Carlsbad businesses. MRC
will provide staff with training and ongoing software support.
With the business license inventory provided by MRC, staff will be able to easily locate
businesses requiring a City of Carlsbad business license and create management reports
on City businesses. Information about firms conducting business in Carlsbad will be
'available for audit purposes. Accessing BLIS will provide information on closed businesses
and ownership and address changes which will allow cost savings on processing and
postage.
Municipal.Resource Consultants (MRC) - For the,past three years, MRC has provided the
City with sales tax audit and information services. MRC has assisted the City in identifying
businesses that should be reporting sales tax revenues and in properly collecting those
revenues. Their sales tax audit services have produced over $1 25,000 of net new revenue
for the City. MRC provides sales tax data from the State Board of Equalization formatted
in a series of reports with information that has substantial benefit in assessing a number of
factors related to our sales tax collections. MRC also provides City sales tax trend analyses
and projected sales tax revenues for Carlsbad.
MRC proposed several revenue services to the City. At this time, staff is recommending
only the MRC Business License Information Service (BLIS) which will build and maintain an
accurate business license inventory and produce State-mandated business tax information.
MRC has worked closely with FTB and has received approval for their developed format and
the procedures for insuring integrity of the data provided. MRC is currently the sole
company known to provide these services.
Staff has found MRC to be very responsive and beneficial to the City. Their services to the
City have been professionally handled, with advice, information, and other assistance
provided in a timely and understandable manner.
FISCAL IMPACT:
The annual cost to provide business license services to the City is $65,443. This amount
is expected to be fully reimbursed by the State through the SB 90 reimbursement claiming
procedure. The contract with MRC stipulates that the City is not obligated to pay until and
unless reimbursement is obtained from the State.
EXHIBITS:
1. Resolution No. 76-7fapproving Agreement with Municipal Resource Consultants.
2, Agreement with Municipal Resource Consultants.
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RESOLUTION NO. 96-78
RESOLUTION OF THE CITY COUNCIL OF THE CllY OF
CARLSBAD, CALIFORNIA, AUTHORIZING THE MAYOR
TO ENTER INTO AN AGREEMENT WITH MUNICIPAL
RESOURCE CONSULTANTS
WHEREAS, the California Revenue and Taxation Code Section 19556
requires the City of Carlsbad to annually furnish the Franchise Tax Board with
specified business tax information on all businesses subject to the tax; and
WHEREAS, California Government Code Section 17561 provides that
the State Controller's Office reimburse cities for certain costs incurred for state-
mandated local programs. City-incurred costs that are eligible for such
reimbursement include administrative, operational and related costs which are
reasonably necessary to implement and maintain a Franchise Tax Board
compliance program; and
WHEREAS, Municipal Resource Consultants developed an FTB-
approved business license reporting system and information service which will
provide data on City of Carlsbad businesses; and
WHEREAS, Municipal Resource Consultants is the only firm known to
provide desired services; and
WHEREAS, staff believes our needs can best be met by the services
offered by Municipal Resource Consultants.
NOW, THEREFORE,'.BE IT RESOLVED by the City Council of the City
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of Carlsbad, California as follows:
1. That the above recitations are true and correct.
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2. That the Mayor is hereby authorized to execute the attached
Agreement between the City of Carlsbad and Municipal Resource Consultants, a
partnership of John T. Austin, Inc. and Allen W. Charkow, Inc. to provide business
license consulting services.
PASSED, APPROVED AND ADOPTED at a regular meeting of the City
Council on the 5th day of MARCH , 1996, by the following vote, to wit:
AYES: Council Members Lewis, Nygaard, Finnila, Hall
NOES: None
ABSENT: Council Member Kulchin ((
UD A. LEWIS, ayor
ATTEST:
(SEAL)
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- AGREEMENT
THIS AGREEMENT, made and entered into as of the 7th day of MARCH 9 1996,
by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as
"City", and Municipal Resource Consultants, a partnership of John T. Austin, Inc. and Allen W.
Charkow, Inc., herein after referred to as "Contractor."
RECITALS
City requires the services of a business license management service Contractor to provide
the necessary consulting services for preparation of business license inventory manaQement and
reports to the State of California; and Contractor possesses the necessary skills and qualifications
to provide the services required by the City;
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained
herein, City and Contractor agree as follows:
1. CONTRACTOR'S OBLIGATIONS
The Contractor will provide a business inventory management service under the Business
License Information Service (BLIS) program described in Exhibit "A" to this Agreement.
Contractor will develop and maintain a computerized inventory of businesses operating in the City
and produce business license information for State-mandated reporting. The optional Business
License Administration Service is not authorized by City.
2. CITY OBLIGATIONS
The City shall provide a monthly listing on electronic media of all businesses currently
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registered with the City. The City shall submit claims to the State of California for City's estimated
and actual costs of complying with mandated business license reporting requirements.
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3. PROGRESS AND COMPLETION
The work under this contract will begin within ten (10) days after receipt of notification to
proceed by the City and be completed by the State mandate reporting deadline of March 31
each fiscal year. Extensions of time may be granted if requested by the contractor and agreed
to in writing by the Finance Director. The Finance Director will give allowance for documented
and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on
the part of the Contractor, or delays caused by City inaction or other agencies' lack of timely
action.
4. FEES TO BE PAID TO CONTRACTOR
The total annual fee payable for the services to be performed shall be $65,443.00. No
other compensation for services will be allowed except those items covered by supplemental
agreements per Paragraph 8, "Changes in Work." The City reserves the right to withhold a ten
percent (10%) retention until the project has been accepted by the City.
5. DURATION OF CONTRACT
This Agreement shall extend for a period of three (3) years from date thereof. The
contract may be extended by the City Manager for two (2) additional one (1) year periods or
parts thereof, based upon a review of satisfactory performance and the City's needs. The parties
shall prepare extensions in writing indicating effective date and length of the extended contract.
6. PAYMENT OF FEES
Payment will be made to the Contractor upon submission of the mandated report to the
State and satisfactory installation and implementation of the business license inventory at the
City. However, no payment will be made until City has been paid by the State. In the event that
the State Controller's Office should make incremental payments to City, the amount due
Contractor from each payment shall be in proportion to the cost of Contractor services as it
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relates to the total amount of City business license mandated claim. Contractor shall be notified
by City of State payment@) in a timely manner. Payment of approved items on the invoice shall
be mailed to the Contractor prior to the last day of the month the invoice was submitted.
7. FINAL SUBMISSIONS
Contractor shall deliver mandated City business license information to the State by March
31 of each year. Within 60 days of completion and approval of the Agreement the Contractor
shall deliver to the City the following items: first monthly report of business license inventory for
City; installation of the business license inventory on City computer(s); training of City employees;
other BLlS services as described in Exhibit "A."
8. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Contractor or the City, and
informal consultations with the other party indicate that a change in the conditions of the contract
is warranted, the Contractor or the City may request a change in contract. Such changes shall
be processed by the City in the following manner: A letter outlining the required changes shall
be forwarded to the City by Contractor to inform them of the proposed changes along with a
statement of estimated changes in charges or time schedule. A Standard Amendment to
Agreement shall be prepared by the City and approved by the City according to the procedures
described in Carlsbad Municipal Code Section 3.28.1 72. Such Amendment to Agreement shall
not render ineffective or invalidate unaffected portions of the Agreement.
9. COVENANTS AGAINST CONTINGENT FEES
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The Contractor warrants that their firm has not employed or retained any company or
person, other than a bona fide employee working for the Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person, other
than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other
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consideration contingent upon, or resulting from, the award or making of this Agreement. For
breach or violation of this warranty, the' City shall have the right to annul this Agreement without
liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise
recover, the full amount of such fee, commission, percentage, brokerage fees, gift, or contingent
fee.
10. NONDISCRIMINATION CLAUSE
The Contractor shall comply with the State and Federal laws regarding nondiscrimination.
11. TERMINATION OF CONTRACT
In the event of the Contractor's failure to prosecute, deliver, or perform the work as
provided for in this contract, the City may terminate this contract for nonperformance by notifying
the Contractor by certified mail of the termination of the Contractor. The Contractor, thereupon,
has five (5) working days to deliver said documents owned by the City and all work in progress
to the Finance Director. The Finance Director shall make a determination of fact based upon the
documents delivered to City of the percentage of work which the Contractor has performed which
is usable and of worth to the City in having the contract completed. Based upon that finding as
reported to the City Manager, the Manager shall determine the final payment of the contract.
This Agreement may be terminated by either party upon tendering thirty (30) days written
notice to the other party. In the event of such suspension or termination, upon request of the
City, the Contractor shall assemble the work product and put same in order for proper filing and
closing and deliver said product to City. In the event of termination, the Contractor shall be paid
for work performed to the termination datei%owever, the total shall not exceed the lump sum fee
payable under paragraph 4. The City shall make the final determination as to the portions of
tasks completed and the compensation to be made.
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12. DISPUTES
If a dispute should arise regarding the performance of work under this Agreement, the
following procedure shall be used to resolve any question of fact or interpretation not otherwise
settled by Agreement between parties. Such questions, if they become identified as a part of a
dispute among persons operating under the provisions of this contract, shall be reduced to
writing by the principal of the Contractor or the City Finance Director. A copy of such
documented dispute shall be forwarded tc) both parties involved along with recommended
methods of resolution which would be of benefit to both parties. The City Finance Director or
principal receiving the letter shall reply to the letter along with a recommended method of
resolution within ten (10) days. If the resolution thus obtained is unsatisfactory to the aggrieved
party, a letter outlining the dispute shall be forwarded to the City Council for their resolution
through the Office of the City Manager. The City Council may then opt to consider the directed
solution to the problem. In such cases, the action of the City Council shall be binding upon the
parties involved, although nothing in this procedure shall prohibit the parties seeking remedies
available to them at law.
13. CLAIMS AND LAWSUITS
The Contractor shall agree that any contract claim submitted to the City must be asserted
as part of the contract process as set forth in this Agreement and not in anticipation of litigation
or in conjunction with litigation. The Contractor acknowledges that if a false claim is submitted
to the City, it may be considered fraud and the Contractor may be subject to criminal
prosecution. The Contractor acknowledges that California Government Code sections 12650 gj
seq., the False Claims Act, provides for civil penalties where a person knowingly submits a false
claim to a public entity. These provisions include false claims made with deliberate ignorance of
the false information or in reckless disregard of the truth or falsity of information. If the City of
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- , . Carlsbad seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its
litigation costs, including attorney’s fees. The Contractor shall acknowledge that the filing of a
false claim may subject the Contractor to an administrative debarment proceeding wherein the
Contractor may be prevented to act as a Contractor on any public work or improvement for a
period of up to five year @ (Initial)
The provisions ofwarlsbad Municipal Code sections 3.32.025, 3.32.026, - 3.32.027 and
3.32.028 pertaining to false claims are incorporated herein by reference. (Initial) (B-
14. STATUS OF THE CONTRACTOR
The Contractor shall perform the services provided for herein in Contractor’s own way as
an independent Contractor and in pursuit of Contractor’s independent calling, and ‘not as an
employee of the City. Contractor- shall be under control of the City only as to the result to be
accomplished, but shall consult with the City as provided for in the request for proposal. The
persons used by the Contractor to provide services under this Agreement shall not be considered
employees of the City for any purposes whatsoever.
The Contractor is an independent Contractor of the City. The payment made to the
Contractor pursuant to the contract shall be the full and complete compensation to which the
Contractor is entitled. The City shall not make any federal or state tax withholdings on behalf of
the Contractor or his/her employees or subcontractors. The City shall not be required to pay any
workers’ compensation insurance or unemployment contributions on behalf of the Contractor or
his/her employees or subcontractors. The Contractor agrees to indemnify the City within 30 days
for any tax, retirement contribution, social” security, overtime payment, unemployment payment
or workers’ compensation payment which the City may be required to make on behalf of the
Contractor or any employee or subcontractor of the Contractor for work done under this
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Agreement or such indemnification amount may be deducted by the City from any balance owing
to the Contractor.
The Contractor shall be aware of the requirements of the Immigration Reform and Control
Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the
eligibility for employment of all agents, employees, subcontractors and Consultants that are
included in this Agreement.
15. CONFORMITY TO LEGAL REQUIREMENTS
The Contractor shall cause all drawings and specifications to conform to all applicable
requirements of law: federal, state and local. Contractor shall provide all necessary supporting
documents, to be filed with any agencies whose approval is necessary.
The City will provide copies of the approved plans to any other agencies.
16. OWNERSHIP OF DOCUMENTS
All plans, studies, sketches, drawings, reports, and specifications as herein required are
the property of the City, whether the work for which they are made be executed or not. In the
event this contract is terminated, all documents, plans, specifications, drawings, reports, and
studies shall be delivered forthwith to the City. Contractor shall have the right to make one (1)
copy of the plans for his/her records.
17. REPRODUCTION RIGHTS
The Contractor agrees that all copyrights which arise from creation of the work pursuant
to this contract shall be vested in City and hereby agrees to relinquish all claims to such
copyrights in favor of City. .. .. ..
18. HOLD HARMLESS AGREEMENT
Contractor agrees to indemnify and hold harmless the City of Carlsbad and its officers,
officials, employees and volunteers from and against all claims, damages, losses and expenses
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c including attorney fees arising out of the performance of the work described herein caused in
whole or in part by any negligent act or omission of the contractor, any subcontractor, anyone
directly or indirectly employed by any of them or anyone for whose acts any of them may be
liable, except where caused by the active negligence, sole negligence, or willful misconduct of
the City of Carlsbad.
Contractor shall at its own expense, upon written request by the City, defend any such
suit or action brought against the City, its officers, officials, employees or volunteers. Contractor’s
indemnification of City shall not be limited by any prior or subsequent declaration by the
Contractor.
19. ASSIGNMENT OF CONTRACT
The Contractor shall not assign this contract or any part thereof or any monies due
thereunder without the prior written consent of the City.
20. SUBCONTRACTING
If the Contractor shall subcontract any of the work to be performed under this contract
by the Contractor, Contractor shall be fully responsible to the City for the acts and omissions of
Contractor’s subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by
Contractor. Nothing contained in this contract shall create any contractual relationship between
any subcontractor of Contractor and the City. The Contractor shall bind every subcontractor and
every subcontractor of a subcontractor by the terms of this contract applicable to Contractor’s
work unless specifically noted to the contwy in the subcontract in question approved in writing
by the City.
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b 21. PROHIBITED INTEREST
No official of the City who is authorized in such capacity on behalf of the City to negotiate,
make, accept, or approve, or take part in negotiating, making, accepting, or approving of this
Agreement, shall become directly or indirectly interested personally in this contract or in any part
thereof. No officer or employee of the City who is authorized in such capacity and on behalf of
the City to exercise any executive, supervisory, or similar functions in connection with the
performance of this contract shall become directly or indirectly interested personally in this
contract or any part thereof.
22. VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent, or employee of the City,
either before, during or after the execution of this contract, shall affect or modify any of the terms
or obligations herein contained nor entitle the Contractor to any additional payment whatsoever
under the terms of this contract.
23. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," all terms,
conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, and
each of their respective heirs, executors, administrators, successors, and assigns.
24. EFFECTIVE DATE
This Agreement shall be effective on and from the day and year first written above.
25. CONFLICT OF INTEREST ,
The City has determined, using thii-guidelines of the Political Reform Act and the City's
confict of interest code, that the Contractor will not be required to file a conflict of interest
statement as a requirement of this agreement. However, Contractor hereby acknowledges that
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b Contractor has the legal responsibility for complying with the Political Reform Act and nothing
in this agreement releases Contractor from this responsibility.
26. INSURANCE
The Contractor shall obtain and maintain for the duration of the contract and any and all
amendments insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the work hereunder by the Contractor, his
agents, representatives, employees or subcontractors. Said insurance shall be obtained from
an insurance carrier admitted and authorized to do business in the State of California. The
insurance carrier is required to have a current Best’s Key Rating of not less than “A-:VI and shall
meet the City’s policy for insurance as stated in Resolution No. 91-403.
A. Coveraqes and Limits.
Contractor shall maintain the types of coverages and minimum limits indicated
herein, unless a lower amount is approved by the City Attorney or City Manager:
1. Comprehensive General Liability Insurance. $1,000,000 combined single-
limit per occurrence for bodily injury, personal injury and property damage. If the submitted
policies contain aggregate limits, general aggregate limits shall apply separately to the work
under this contract or the general aggregate shall be twice the required per occurrence limit.
2. Automobile Liability (if the use of an automobile is involved for Contractor’s
work for the City). $1,000,000 combined single-limit per accident for bodily injury and property
damage.
3. Workers’ Compensation and Employer’s Liability. Workers’ Compensation
limits as required by the Labor Code of the State of California and Employer’s Liability limits of
$1,000,000 per accident for bodily injury.
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- B. Additional Provisions.
Contractor shall ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions.
1. The City shall be named as an additional insured on all policies excluding
Workers’ Compensation.
2. The Contractor shall furnish certificates of insurance to the City before
commencement of work.
3. The Contractor shall obtain occurrence coverage.
4. This insurance shall be in force during the life of the Agreement and any
extension thereof and shall not be canceled without 30 days prior written notice to the City sent
by certified mail.
5. If the Contractor fails to maintain any of the insurance coverages required
herein, then the City will have the option to declare the Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order that the
required coverages may be maintained. The Contractor is responsible for any payments made
by the City to obtain or maintain such insurance and the City may collect the same from the
Contractor or deduct the amount paid from any sums due the Contractor under this Agreement.
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27. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of the City and on behalf of the Contractor in connection with the foregoing are
as follows:
For City: Title: Finance Director
Name: Lisa Hildabrand
Address: 1200 Carlsbad Villaqe Drive
Carlsbad, California 92008
For Contractor: Title: Partner
Name: John T. Austin
Address: 321 07 W. Lindero Canyon Rd., Suite 233
Westlake Villaqe, California 91 361
28. BUSINESS LICENSE
Contractor shall obtain and maintain a City of Carlsbad Business License for the duration
of the contract.
29. LICENSING AGREEMENT
Subject to the terms and conditions set forth in this Agreement, Contractor shall provide
to the City a license to use Contractor's software, database, and other property (hereafter referred
to as "Property") as further described in Ekhibit "A." Contractor shall provide said Property at the
time, place, and in the manner specified in Exhibit "A."
Said Property shall only be used by the City. The City shall not sublet, duplicate, or
modify said Property. Said Property may only be used for the purposes described in Exhibit "A."
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Said Property shall be returned to Contractor at the time the license expires. Contractor may
terminate the license, at its sole option, if City violates any of the stated restrictions. The Property
remains the sole and exclusive property of Contractor.
The license granted hereunder shall not imply ownership by City of said Property, rights
of City to sell said Property, or rights to use said Property for the benefits of others. This license
is transferable only with Contractor's written consent.
As used herein, the term "proprietary information" means any information which relates
to internal controls, computer, or data processing programs; data that has been modified by
Contractor proprietary techniques resulting in standardized, specifically correlated, or integrated
.information; electronic data processing applications, routines, subroutines, techniques, or
systems; or business affairs and methods of operation or proposed methods of operation of
Contractor, except such information which is not obtained through this Agreement or which is
in the public domain at the time of its disclosure to the other party. City shall hold in confidence
using levels of effort consistent with its own policies applicable to its confidential information and
shall not disclose to any other party any Contractor proprietary information (as such term is
herein defined) which may be disclosed to City by Contractor in connection with this Agreement
or otherwise learned or obtained by City in connection with this Agreement, The parties further
agree not to take any other action inconsistent with the confidential nature of Contractor
proprietary information. The obligations imposed by this Paragraph shall survive any expiration
or termination of this Agreement.
Contractor agrees to defend and:.indemnify the City of Carlsbad from and against all
claims, liabilities, losses and expenses arising out of the City's compliance with the provisions
of this agreement with regard to maintaining the confidentiality of Contractor proprietary
information.
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... 30. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
herein, embody the entire Agreement and understanding between the parties relating to the
subject matter hereof. Neither this Agreement nor any provision hereof may be amended,
modified, waived or discharged except by an instrument in writing executed by the party against
which enforcement of such amendment, waiver or discharge is sought.
Executed by Contractor this day of I 19”
CONTRACTOR: CITY:
MUNICIPAL RESOURCE CONSULTANTS CITY OF C LSBAD, a municipal , INC . torpor/ ($;/ R/”- y*,c:;; //
By: y’
L ClAUDEA. LmlS,k c L‘ u
Mayor
U AITEST:
An
ALETHA L.. RAUTENKRANZ 1
City Clerk
(Proper notarial acknowledgment of execution by Contractor must be attached.)
(President or Vice-president and Secretary or Assistant Secretary must sign for corporations. If
only one officer signs, the corporation must attach a resolution certified by the Secretary or
Assistant Secretary under corporate seal empowering that officer to bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL ..
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R. L - .Dep&t+Gity Attorney
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- CALIFORNIA ALL-PURP b SE ACKNOWLEDGMENT 0
1-
State of cfi ~)(ozc~:/+
1 Name($ of Signer(s)
U personally known to me - OR -@ proved to me on the basis of satisfactory evidence to be the person(s)
whose name@) islde subscribed to the within instrument
and acknowledged to me that he/shekey executed the
same in his/he&Mr authorized capacity(ies), and that by
his/hed#ersignature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted,
executed the instrument.
WITNESS my hand and official seal.
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s1 Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
0 Individual U Individual
U Corporate Officer
!.-: Partner - 0 Limited 111 General ..
U Attorney-in-Fact
1.3 Guardian or Conservator 1 Guardian or Conservator
p o thumb here
Signer Is Representing: Signer Is Representing:
"_______
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%J I(J'34 Nallonal Nolary Ass~~c~al~orl * fP7h Il<*nlrr~cl Avr?, f'0 l3ox 7184 - Canoya Park. CA91309-7184 Prod No 5907 Reordel: Call Toll-Free 1-800-876.1
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A.RESOLUTION OF THE BOARD OF DIRECTORS OF
JOHN T. AUSTIN, INC. AUTHORIZING JOHN T.
AUSTIN TO ENTER INTO ANY AGREEMENT ON I
BEHALF OF JOHN T. AUSTIN, INC. AND MRC
WHEREAS, John T Austin Inc. is corporation formed under the laws of the State of
California; and
WHEREAS, John T. Austin, Inc. is a partner in the firm doing business as Municipal
Resource Consultants (“MRC”), a partnership formed under the laws of the State of
California; and
WHEREAS, John T. Austin is the President of John T. Austin, Inc.; and
WHEREAS, from time to time John T. Austin, Inc. and MRC may enter into agreements
necessitating execution by an officer of the corporation authorized to bind the corporation
or MRC.
NOW, THEREFORE, THE BOARD OF DIRECTORS OF JOHN T. AUSTIN, INC.
DOES HEREBY RESOLVE AS FOLLOWS:
1. That John T. Austin as President of the Corporation is authorized to enter into any and
all agreements and contracts, into which the Corporation may legally enter, on behaif of
John T. Austin, Inc.; and
2. That John T. Austin is authorized to enter into any agreements and contracts on behalf
of MRC of which John T. Austin, Inc. is a partner, in accordance with Section 15009 of
the California Corporations Code.
PASSED, APPROVED AND ADOPTED THIS 16th DAY OF JANUARY, 1996.
By:
Date:-January 16. 1996
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EXHIBIT A
BUSINESS LICENSE INFORMATION SERVICE
Municipal Resource Consultants (MRC) proposes to provide to the City of Carlsbad
(City) a Business License Information Service (BLIS) that is comprised of two individual
services: 1) a business inventory management service; and 2) an optional business
license administration service. The objectives, scope, procedures, system requirements,
custom specifications, software license, timing, support and compensation are set forth
as follows:
1. BACKGROUND
Ln 1984 the state legislature enacted Revenue and Taxation Code Section 19556 1
requiring most California cities to furnish the state Franchise Tax Board (FTB)
specific b-usiness tax information each year. In this regard, Government Code
Section 17561 2. provides for reimbursement to cities for certain costs incurred
fron~ state-mandated local programs; also known as SB 90 reimbursement.
The FTB utilizes the cities’ business community data to monitor compliance with
the State Income Tax, and Bank and Corporation Tax. This program has proven
to be successful in allowing the FTB to increase state revenue, but it has become
apparent to the FTB that there is a strong correlation between the quality and
frequency of the data received and the amount of the revenue that could be
raised for the State. Furthermore, research has shown that cities throughout
California experience changes in their business base at an average rate exceeding
20% per year - due to business openings, closings, expansions, consolidations,
relocation, mergers, acquisitions and other events. Given this situation, a valid
listing of a city’s businesses typically does not exist.
As a resdt, much of the data received by the FTB is not of the desired quality,
frequently in the wrong format, missing important data (e.g. SIC codes), not
standardized as to address and name, includes closed businesses not purged
from city files, missing many new businesses and it is received only once a year.
1 Revenue and Taxation Code Section 19556 requires any California city which maintains or has access
to a computerized recordkeeping system, and which assesses a business tax, to annually furnish the
Franchise Tax Board specified business tax information on all businesses subject to the tax in the
preceding fiscal year. The Government Code further specifies that access to the business tax
information is to be kept confidential and shall be disclosed only to the FTB.
* Government Code Section 17561 provides for the State Controller’s Office to reimburse cities for
certain cost incurred for state-mandated local programs. City-incurred costs that are eligible for such
reimbursement include administrative, operational and related costs which are reasonably necessary to
implement and maintain an FTB compliance program. This includes costs for staff, independent
consultants, automated and manual system modifications, data collection and reasonable allocation of
overhead expenses. 1
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MRC's BLIS business inventory management service creates and maintains a
comprehensive and valid inventory of current businesses operating within the
City's boundaries. The inventory is created by combining MRCs geobased data
integration technology, which extracts relevant business data from a large
variety of data sources (including the City's existing business license records),
and physical canvassing of the City which captures those firms that elude
elecbonic data sources. The combined data is corrected, standardized and
enhanced (e.g. business name, address, SIC code) and formatted according to
FTB requirements. Each month the data is updated and delivered to fhe FTB
and the City. The business inventory provided to the City is placed on a
personal computer designated by the City and is accessible through MRC's
proprietary compliance software.
The optional BLIS business license administration service provides the City with
MRC's proprietary business license administration software. This service greatly
increases the efficiency of the registration, renewal, billing, collection, data entry
and overall administration of a city's business license operation. It is adaptable
to existing business license forms, is compatible with all standard accounting
packages and can operate through most computer systems or platforms. BLTS is
eligible for State reimbursement.
2. OBJECTIVES
MRC's BLE is designed to assist the City achieve the following objectives:
c1 B~lild and Maintain an Accurate Business Inventory
R Produce State-Mandated Business Tax Information that Qualifies for State
Reimbursement
0 Increase License Registration and Renewal Efficiency (optional service)
c1 Reduce Data Entry Errors, Processing Time and Costs (optional service)
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c 3. SCOPE OF SERVICE
MRC shall provide the City with a Business License Information Service which
includes:
0 Creation and maintenance of a comprehensive and valid inventory of the
Citfs businesses that is continuously updated
P Monthly progress reports to the City on the status of the business
inventory which shall include the current business inventory
0 Production of business inventory data on appropriate media and in
appropriate format provided to meet the mandate reporting deadline of
March 31 each year
0 License to use MRC's proprietary business inventory management
software
0 License to use MRC's proprietary business license administration software
0 Ongoing software upgrades, training and support
0 Assistance with Franchise Tax Board (FTB) reporting and SB 90
reimbursement claims
4. PROCEDURES
MRC responsibilities:
0 Review the City's business license tax ' ordinance for enforceability/
coverage, billing and collection efficiency
0 Review the City's business license forms for opportunities to simpllfy
taxpayer reporting, capture economic development data (number of
employees, building space, etc.) and FTB-mandated information, and
increase processing efficiency
0 Secure from the City on electronic media a current listing of all businesses
registered with the City, and convert the data to a BLIS-readable format
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0 Develop and maintain a computerized inventory of businesses operating
in the City by:
0 Physically canvassing every street and commercial/industrial
facility within the City's borders
o Preparing an aggregated list of business entities on electronic
media; this list is derived from multiple private and public hard
copy and electronic sources, including specialized business listings
and directories, and the City's business tax and other confidential
revenue payment files
0 Cleaning and standardizing, in address-order, each entity's
business name, address, and payment file information to eliminate
redundancies
Q Provide monthly data cleaning, standardization and multiple source
integration using MRC's proprietary software for compliance and
enforcement
cl Instali the BLIS software, provide ongoing software upgrades, training
and support
CI Assist City and/or the City's consultant in preparing the claim for state
reimbursement by providing the substantiating documentation and
rationale to support the SB 90 claim and represent same with the FTB and
the State Controller's Office
City staff responsibilities:
CI Establish a record for each registered business to include FTB-mandated
information;
CI Each month provide MRC with a current listing of all businesses
registered with the City on electronic media;
D Submit to the appropriate State agency an estimated claim for BLIS
reimbursement by the deadline for submitting estimated claims for
compliance with State mandates each year (November 30 of the fiscal year
in which the expense is incurred, or other deadline as may be established
by the State); and
0 Submit to the appropriate State agency a claim for actual expenses
incurred for BLIS by the deadline for submitting claims for
reimbursement of State mandated local programs (November 30
following the fiscal year in which the expense is incurred, or other
deadline as may be established by the State).
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d 5. SYSTEM REQUIREMENTS
The BLIS software component requires the following hardware:
0 Any 486 based IBM or compatible PC with 4 MB RAM
0 Hard disk with a minimum free space of 1 MB per 1,000 licenses
0 3.5" disk drive (1.44 MB)
0 Parallel (Centronics compatible) printer interface
0 SVGA or VGA monitor
o Any Centronics-compatible parallel printer
o Modem (min. 14.4 baud rate 28.8 preferred) and dedicated
telephone line
Software required includes:
0 MS or PC DOS version 5.0 or later
0 Communications software for the modem (PC Anywhere
0 Word processing software with mail merge capability, i.e.,
recommended)
WordPerfect, Microsoft Word, etc. €or optional business license
administration service
Should the City desire, MRC will assist in evaluating and procuring the necessary
hardware and/or software.
6. CUSTOM SPECIFICATIONS
The BLE business license administration software can be customized to fit the City's
specific needs. The basic software includes the required state-mandated fields, state
tax report and standard revenue reports. Additional fields, reports and other
detailed specifications can be added on a pre-quoted time and materials basis.
7. SOF?CWARE LICENSE, TIMING AND SUPPORT
BLIS includes the attached software license and maintenance agreement (see
Attachment A-1).
Within 60 working days of contract authorization and receipt of necessary
information, MRC shall:
0 Install BLE software on City hardware
c1 Provide staff with up to 16 hours of training with easy-to-use operating
manuals
MRC shall also provide ongoing software and documentation upgrades, data
updates, and up to 12 hours of annual support onsite or remotely by telephone
and/or modem on an as-needed basis.
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a " @ MUNICIPAL 0 RESOURCE CONSULTANTS 0 32107 W. Lindero Canyon Roa A partnerskip of John T Austin, lnc. 8 Allen W. Ckarkow, Inc. Suite 233
Westlake Village, CA 91361
* %v . SI, (818) 991-5220 Fax: (818) 991-5365
Tustin Madera San Ramon Sacramento
(714) 258-3000 (209) 432-6039 (510) 838-1115 (916) 971-4732
February 29,1996
Ms. Cheryl E. Allen
Assistant Finance Director
City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad, CA 92008-1989
re: AGREEMENT FOR BLIS SERVICES
Dear Ms. Allen:
Pursuant to your letter of February 27, 1996, enclosed please find an executed and
notarized copy of the above referenced agreement. A copy of the Board of Directors
resolution is also enclosed. The Business License application will be returned under separate cover,
When the city signatures have been obtained, please forward a copy of the agreement
for our files.
If you have any questions or need further clarification, please give me a call at (818)
991-5220.
Sincerely, " +him
Don Harrison
DH:kg
Enclosures