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PROPOSAl/AGREEMENT TO
AMEND SCOPE OF REVENUE
ENHANCEMENT & INFORMATION SERVICES
FOR
THE CITY OF EMERYVILLE
January 11, 1996
by
Municipal Resource Consultants
EXECUTIVE SUMMARY
Municipal Resource Consultants (MRq agrees to amend the scope of revenue enhancement and information services presently provided to the City of Emeryville (City) to include additional sources of revenue. MRC's amended services are to be provided on an entirely self-funded basis without creating an expenditure impact on the City's budget.
SALES TAX AUDIT & INFORMATION SERVICES
Since January 1990, MRC has provided the City with sales tax audit and information services. As of the first quarter of 1995, MRC's sales tax audit service produced $973,498 of net new revenue for the City, for a return on the City's investment of 669%.
In conjunction with the audits, each quarter MRC provides the City with a Sales Tax Analysis and Reporting Service (STARS) which consists of a quarterly updated onsite Query System and bound Digests. The STARS Query System includes confidential data on all the City's sales tax generators. The STARS Digests reflect MRC's monitoring and analysis of the City's sales tax revenue and generators, to identify revenue performance, trends, gains, declines, projections, issues and opportunities.
PROGRESSIVE REVENUE SERVICES
Business License Information Service (BLIS) is comprised of two individual services: 1) a business inventory management service; and 2) an optional business license administration service. BLlS establishes and maintains a current, comprehensive and valid inventory of all the City's businesses. BUS includes: MRCs proprietary software; physical canvassing of every street and commercialjindustrial facility within the City's borders; continuous development of the business inventory using MRC's geobased data integration technology; increased efficiency in registration, renewal, billing, collection, data entry and overall City business license administration; ongoing software/ data maintenance, training and support as described in Exhibit "A." MRC shall install the software on a City computer and train staff within 45 working days of receipt of the amended agreement approved by the City. Each month MRC shall update the City's business inventory database and provide the Franchise Tax Board (FTB) with corrected, standardized, enhanced and properly formatted (according to FTB requirements) business license tax information. MRC's Business License Information Service is eligible for State reimbursement.
Revenue Enhancement Audit Program (REAP) is designed to assist the City in realizing all of the revenue to which it is entitled, but may not be receiving, from the following sources - documentary transfer tax and property tax (including RDA tax increment) - as described in Exhibit "B." MRC's REAP service results in the detection, documentation and correction of errors and omissions causing deficiencies and thereby produces new revenue that would not otherwise have been realized by the City. MRC shall commence the REAP service within 10 working days following receipt of the amended agreement.
Geobased Revenue Information Program (GRIP) includes a computerized database of all the City's land parcels, major buildings and users (commercial, industrial, institutional, governmental, residential), and major sources of general revenue including, but not limited to, business license tax, franchise fees, property tax, sales/use tax, state subventions, transient occupancy tax and utility users tax, as described in Exhibit "C" Quarterly, MRC shall update the GRIP database, train authorized staff in the use of the GRIP Query System, and review with designated City personnel the GRIP Digest with regard to revenue performance, trends, gains, declines, projections, issues and opportunities and provide the City with hardcopy analysis of the City's revenue generators and sources.
LEVERAGED EFFICIENCIES
MRC has developed a unique package of revenue audit and information services that progressively build on each other to capitalize on the common tasks accomplished, data developed and results produced. MRC calls this "leveraged efficiencies."
MRC's Progressive Revenue Services capitalize on these leveraged efficiencies to maximize client revenues, cost savings and return on investment MRC is thus able to provide the City with a comprehensive package of extremely valuable, unique services that are entirely self-funding.
SELF-FUNDING COMPENSATION
MRC has structured the BLIS, REAP and GRIP services to be entirely self-funding for the City, as follows:
Business License Information Service (BLIS) - is entirely eligible for SB 90 reimbursement and MRC's compensation is not payable until the City has received the service and the State has reimbursed the City for BLlS. In the event the State does not fully reimburse the City for BLlS, the amount not reimbursed by the State is not due to MRC until the City has received full reimbursement from the State. The Business Inventory Management Service shall be provided for an annual fee of $30,000, and the optional Business License Administration Service shall be provided for a one-time fee of $15,000, and an annual maintenance fee of $2,000 starting in the second year.
Revenue Enhancement Audit Program (REAP) - shall be provided on a self-funded basis, whereby MRC's compensation is entirely predicated and dependent upon the results produced for the City. MRC's compensation is 25% of the deficiency recoveries from eligible prior periods. When MRCs service results in the detection and correction of errors/omissions that the City and MRC mutually agree will produce ongoing (rather than one-time) benefits to the City, MRC's compensation is 25% of the incremental revenue realized by the City during the first twelve quarters following correction.
Geobased Revenue Information Program (GRIP) - compensation for the initial development and implementation of the GRIP database is $16,000. The monthly fee for the ongoing service is $1,000. MRC's compensation for providing the initial and ongoing GRIP service is payable after the City has received the services being invoiced and has sufficient funds to cover the charges from accrued Audit Efficiency Credits (see below) and/or the City's share of new revenue produced from MRC's revenue enhancement audits.
MRC Audit Efficiency Credits - Efficiencies and savings are realized by MRC from common tasks accomplished and data developed in providing the REAP and GRIP services. In this regard, MRC proposes to offer to the City, in the form of Audit Efficiency Credits, an opportunity to reduce the compensation paid MRC by the City. These are detailed in Exhibit B, Section 5.1.
EXAMPLE OF SELF-FUNDING AND USE OF AUDIT EFFICIENCY CREDITS The following illustrates a hypothetical example using new revenue generated by MRCs audit services and state reimbursement to fund services provided during the first year of the amended agreement
BLISreimbursement to City from State
Less: business inventory management service
Less: business license administration service
New revenue to City from MRC's REAP services
(including sales/use tax audits)
Less: MRC compensation at 25%
GRIP service charge for first full year
($16,000 initial & 6 months @ $1,000)
(second year total cost - $12,000)
MRC Audit Efficiency Credits
Net Cost to City for MRC Services
$45,000
<30,000>
<15,000>
$160,000
40,000
22,000
<14,000>
$48,000
City may apply Audit Efficiency Credits to MRCs audit fees and GRIP.
TABLE OF CONTENTS
AMENDED CONSULTANT SERVICESAGREEMENT
EXHIBIT A
EXHIBIT B
EXHIBITC
BUSINESS LICENSE INFORMATION SERVICE
Attachment A-l Licensing Agreement for BLIS
REVENUE ENHANCEMENT AUDIT PROGRAM
GEOBASED REVENUE INFORMATION PROGRAM
Attachment C-l Licensing Agreement for GRIP
ORIGINAL
AMENDED CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Emeryville, California, as of 1996, by and between the City of Emeryville, 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 City the services described in Exhibits"A", "B" and "C" (the "Exhibits".) Consultant shall provide said services at the time, place, and in the manner specified in the Exhibits. Consultant shall not be compensated for services outside the scope of the Exhibits.
2. Payment. City shall pay Consultant for services rendered pursuant to this Agreement at the times and in the manner set forth in the Exhibits. The payments specified in the Exhibits shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement, unless the City approves additional compensation for additional service. Consultant shall submit all billings for services rendered pursuant to this Agreement to City in the manner specified in the Exhibits.
3. 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, with the exception of the computer equipment specified in the Exhibits.
4. Exhibits. All Exhibits referred to herein are attached hereto and are by this reference incorporated herein.
EXECUTED as of the day and year first above stated.
CITY OF EMERYVILLE
APPROVED AS TO FORM:
Title:-t----I- _
Date: , - z. 2.-41
MUNICIPAL RESOURCE CONSULTANTS
Title: President
Date: Ianuary 11, 1996
EXHIBIT A
BUSINESS LICENSE INFORMATION SERVICE
Municipal Resource Consultants (MRC) proposes to provide to the City of Emeryville (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
In 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 business tax information each year. In this regard, Government Code Section 17561 2 provides for reimbursement to cities for certain costs incurred from 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 result, 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. 2 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 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 MRC's 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 electronic 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 the 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. BLIS is eligible for State reimbursement.
2. OBJECTIVES
MRC's BLIS is designed to assist the City achieve the following objectives:
o Build and Maintain an Accurate Business Inventory
o Produce State-Mandated Business Tax Information that Qualifies for State Reimbursement
o Increase License Registration and Renewal Efficiency (optional service) o Reduce Data Entry Errors, Processing Time and Costs (optional service) 2 3. SCOPE OF SERVICE
MRC shall provide the City with a Business License Information Service which includes:
D Creation and maintenance of a comprehensive and valid inventory of the City's businesses that is continuously updated
o Monthly progress reports to the City on the status of the business inventory which shall include the current business inventory o Production of business inventory data on appropriate media and in appropriate format provided to meet the mandate reporting deadline of March 31 each year
D License to use MRC's proprietary business inventory management software
D License to use MRCs proprietary business license administration software o Ongoing software upgrades, training and support
o Assistance with Franchise Tax Board (FTB) reporting and SB 90 reimbursement claims
4. PROCEDURES
MRC responsibilities:
D Review the City's business license tax ordinance for enforceability, coverage, billing and collection efficiency
o Review the City's business license forms for opportunities to simplify taxpayer reporting, capture economic development data (number of employees, building space, etc.) and FTB-mandated information, and increase processing efficiency
D Secure from the City on electronic media a current listing of all businesses registered with the City, and convert the data to a ELIS-readable format 3 o Develop and maintain a computerized inventory of businesses operating in the City by:
o 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
o Cleaning and standardizing, in address-order, each entity's business name, address, and payment file information to eliminate redundancies
o Provide monthly data cleaning, standardization and multiple source integration using MRC's proprietary software for compliance and enforcement
o Install the BLIS software, provide ongoing software upgrades, training and support
o 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 FIB and the State Controller's Office
City staff responsibilities:
o Establish a record for each registered business to include FIB-mandated information;
o Each month provide MRC with a current listing of all businesses registered with the City on electronic media;
o 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
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).
4 5. SYSTEM REQUIREMENTS
The BLIS software component requires the following hardware:
o Any 486 based IBM or compatible PC with 8 MB RAM (16MB recommended for Business Inventory Management Service)
o Hard disk with a minimum free space of 300 MB
o 3.5" disk drive (1.44 MB)
o 14" SVGA monitor 15" or larger SVGA recommended
o Parallel (Centronics compatible) printer interface
o Any Centronics-compatible parallel printer
o Double speed CDROM, quad speed preferred
o Modem (min. 14.4 baud rate 28.8 preferred) and dedicated telephone line
Software required includes:
o MS or PC DOS version 5.0 or later
o Communications software for the modem (PC Anywhere
recommended)
o Word processing software with mail merge capability, i.e., WordPerfect, Microsoft Word, etc. for 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 BLIS 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. SOFIWARE LICENSE, TIMING AND SUPPORT
BLIS includes the attached software license and maintenance agreement (see Attachment A-I).
Within 60 working days of contract authorization and receipt of necessary information, MRC shall:
o Install BLIS software on City hardware
o 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.
5 8. COMPENSATION
Pursuant to Government Code Section 17561, MRC's fees for BLIS are eligible for reimbursement by the State. To make BLIS entirely self-funding for the City, MRC's compensation is payable only after MRC has installed the BLIS software on City computer system, has trained City personnel on the use of the software, has produced the business license inventory in the appropriate format and on appropriate media and delivered same to the FTB to meet the State reporting mandate, and the City has been paid on its estimated claim for State reimbursement for BLIS. MRC's fee for BLIS is due within ten days thereafter.
In the event that the State Controller's office should make incremental payments to the City for its SB 90 claim, the amount due MRC from each payment shall be in proportion to the cost of BLIS as it relates to the total amount of the City's business license mandate claim. If the State does not fully reimburse the City for BLIS, the amount not reimbursed is not due MRC until the State has reimbursed it to the City. In the event that the State retroactively disallows a portion of MRC's fee for BLIS under the reimbursement for state mandates program, MRC will credit or refund that amount, which will then become payable to MRC at such time as the State fully reimburses the City for BLIS.
The annual Business Inventory Management Service is provided for a fee of $30,000, and the optional Business License Administration Service shall be provided for a one-time fee of $15,000, and an annual maintenance fee of $2,000 starting in the second year.
MRC shall assist the City and/or the City's consultant in preparing the necessary claim for state reimbursement by providing the substantiating documentation, rationale, and cost breakdown to support the SB 90 claim and represent same with the FTB and the State Controller's Office.
9. AUTHORIZATION
The City of Emeryville hereby authorizes MRC to provide the following BLIS service(s):
Business Inventory Management Service
Business License Administration Service (Optional) ~thorized o Not Authorized
MUNICIPAL RESOURCE CONSULTANTS
PARTNER: JOHN T. AUSTIN, INC.
By: ~k( :) Ct-vw.;L~ Title: ;:Siden;=--
C7
Date: Ianuary 11, 1996
EXECUTED as of this day _
CITY OF EMERYVILLE
6 Attachment A-I
LICENSING AGREEMENT
for
BUSINESS LICENSE INFORMATION SERVICE (BLIS)
This Agreement is made at Emeryville, California, as of 1996, by and between the City of Emeryville, a municipal corporation (hereafter referred to as "City") and Municipal Resource Consultants (hereafter referred to as "MRC"), who agree as follows:
1. License. Subject to the terms and conditions set forth in this Agreement, MRC shall provide to the City a license to use MRC's software, database, and other property (hereafter referred to as "Property") as further described in Exhibit"A". MRC shall provide said Property at the time, place, and in the manner specified in Exhibit"A". MRC shall not be compensated for property outside the scope of Exhibit"A".
2. Restrictions. 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". Said Property shall be returned to MRC at the time the license expires. MRC 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 MRC.
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 MRC's written consent.
3. Payment. City shall pay MRC for license rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit"A". The payments specified in Exhibit "A" shall be the only payments to be made to MRC for license rendered pursuant to this agreement, unless the City approves additional compensation for additional property. MRC shall submit all billings for license rendered pursuant to this Agreement to City in the manner specified in Exhibit"A".
7 4. Attachments and Exhibits. All Attachments and Exhibits referred to herein are appended hereto and are by this reference incorporated herein.
5. Proprietary Information. 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 MRC 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 MRC, 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 MRC proprietary information (as such term is herein defined) which may be disclosed to City by MRC 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 MRC proprietary information.
The obligations imposed by this Paragraph shall survive any expiration or termination of this Agreement.
6. Waiver. No waiver of any breach or failure or delay in exercising any right, power, or remedy shall constitute a waiver of same or of any provision hereof and no waiver shall be effective unless in writing and signed by an authorized representative of the party against whom enforcement of such waiver is sought.
7. Severability. The provisions of this Agreement are severable, and the unenforceability of any provision of this Agreement shall not affect the enforceability of this Agreement or any other provision hereof. In addition, in the event that any provision of this Agreement is determined by a court to be unenforceable as drafted, the parties acknowledge that it is their intention that such provision be construed in a manner designed to effectuate the purposes of such provision to the fullest extent enforceable under applicable law.
8. Taxes. City shall be responsible for the payment of any applicable taxes in connection with the Agreement, except for any tax based on MRC's net income.
9. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction hereof. 8 10. Remedies Cumulative. All remedies in this Agreement are cumulative and in addition to and not in lieu of, any other remedies a party may have at law or in equity.
11. Entire Agreement. This Agreement and the Exhibits hereto, which is hereby incorporated herein by reference, shall constitute the entire agreement between City and MRC with respect to its subject matter, shall supersede all prior agreements and understandings, if any, between the parties respecting the subject matter hereof and may be modified only by written agreement of the parties.
EXECUTED as of the day and year first above stated.
Date: _
MUNICIPAL RESOURCE CONSULTANTS
PARTNER: JOHN T. AUSTIN, INC.
~--=)~- .. ((Cd~ J/John T. Austin
Tit1e: ~=== President _
Date:___-'-===..t-==--::::....:....:...-=--- Ianuary 11, 1996 _ 9 EXHIBIT B
REVENUE ENHANCEMENT AUDIT PROGRAM
Municipal Resource Consultants (MRC) presently provides to the City of Emeryville (City) a Revenue Enhancement Audit Program (REAP) to assist the City in realizing all of the revenue to which it is entitled from sales/use tax, business license tax, franchise fees, transient occupancy tax, and utility users tax and agrees to amend the scope to include documentary transfer tax and property tax (including RDA tax increment). The purpose, scope, procedures, timing, reports and compensation are set forth as follows:
1. BACKGROUND
Many California cities are not realizing all of the revenue to which they are entitled from existing tax sources due to administrative errors and omissions by businesses and third-party intermediaries (such as the state, counties, and utility companies) responsible for collecting the revenue and remitting it to the cities.
Administrative errors and omissions are inevitable given the non-standard, complex nature of state and local taxes with regard to applicability, rates, exceptions, exemptions, quirks and inconsistencies. Rapidly changing technology, deregulation, human fallibility, fragmented responsibilities and employee turnover further compound the problem.
Because there are time limitations on a government agency's ability to recover revenue to which it has been deprived, it behooves the City to have revenue enhancement audits conducted as thoroughly and rapidly as possible.
2. PURPOSE & SCOPE
The purpose of MRC's revenue enhancement audits is to assist the City in recovering all of the revenue to which it is entitled from the following sources:
o Documentary Transfer Tax
o Property Tax (including RDA tax increment)
MRC's Revenue Enhancement Audit Program results in the detection, documentation and correction of errors and omissions causing deficiencies and thereby produces new revenue that would not otherwise have been realized by the City.
1 3. PROCEDURES
In providing the revenue enhancement audit service, MRC shall:
o Meet with City's designated staff to review service objectives, scope, workplan schedule, public relations and logistical matters; MRC will also establish an appropriate liaison with the City's coordinator and logical checkpoints for reviewing progress
Note: With the exception of this initial meeting, MRC's revenue enhancement audit service requires minimal time and effort on the part of City staff
o Review applicable provisions of the City's municipal code and ordinances adopted by the City
o Represent the City for purposes of examining records pertaining to the revenue sources listed above (see Section 2) to identify and confirm any errors/omissions that are resulting in deficient payment to the City o For each error/omission identified and confirmed, prepare documentation to substantiate and facilitate recovery of revenue due from prior periods (plus applicable interest and penalties)
o Prepare and forward to the appropriate parties "date of knowledge" requests for corrective action and revenue recovery
o Meet with designated City official(s) as necessary to review our findings and recommendations
o Provide additional assistance as necessary to support the City in recovering and preventing tax deficiencies
MRC's detailed procedures for auditing each revenue source shall be provided on request.
2 4. TIMING & REPORTS
MRC shall commence the revenue enhancement audits within 10 working days of authorization with the objective of delivering the initial audit reports within 90 to 120 working days after receiving the necessary data. Thereafter, MRC shall provide the City with audit progress reports to include, but not be limited to, the following:
o Status of work in progress, including copies of reports provided to taxpayers/ intermediaries addressing each reporting error/ omission individually, including where applicable the business name, address, telephone number, account identification number, individuals contacted, date(s) of contact, nature of business, reason(s) for error/ omission and recommended corrective procedure
o Actual revenue produced for the City by MRC's service on a quarterly and cumulative basis
o Projected revenue forthcoming to the City as a result of MRC's audit service, specified according to source, timing and one-time versus ongoing
o Alphabetical listing of all errors/omissions detected for the City by MRC including, for each, the account number, correction status, payment amount received by the City, period to which payment is related and payment type (e.g., reallocation, deficiency assessment, etc.) 3 5. COMPENSATION & EXPENSES
To make MRC's service self-funding for the City and its Redevelopment Agency (Agency), MRC's compensation for providing the Revenue Enhancement Audit Program (REAP) shall be entirely predicated and contingent upon the audit(s) producing new revenue that would not otherwise have been realized by the City;Agency.
Under this arrangement, the City;Agency agree(s) to pay MRC an amount equal to 25% of the deficiency recoveries from eligible prior periods (plus associated charges for penalties and interest). Said recoveries include amounts recovered, refunded, credited, or any other consideration received by the City;Agency in lieu or as a result of the audit findings. When MRC's audits result in the detection and correction of errors/omissions that the City/Agency and MRC mutually agree will produce ongoing (rather than one-time) benefits, MRC's compensation shall be 25% of the incremental revenue realized by the City/ Agency during the first twelve consecutive quarters following correction.
In this regard, the City/Agency agree(s) to:
o Invoice the responsible party for 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 receipt by the City/Agency of payments (cash payments, installment payments, or other compensation directly benefiting the City/Agency) resulting from MRC's audit service.
Upon being notified of receipt of payment(s), MRC will then invoice the City/ Agency. Earned compensation is due and payable upon receipt of invoices.
All expenses incurred by MRC in providing the revenue enhancement audits and information services are absorbed by MRC. These expenses include items such as employee salaries and benefits, insurance, airfare, auto rentals, meals, lodging, keypunching, computer processing, clerical meetings, telephone, mail, etc.) photocopying, overhead and miscellaneous out-of-pockets for consumable supplies and research materials such as maps, directories, etc. 4 5.1 MRC AUDIT EFFICIENCY CREDITS
Efficiencies are realized by MRC from common tasks accomplished and data developed in providing multiple revenue audit services and GRIP. In this regard, MRC proposes to offer to the City, in the form of Audit Efficiency Credits, an opportunity to reduce the compensation paid MRC as follows:
o First Tier Audit Efficiency Credits - the City can qualify for First Tier Audit Efficiency Credits if, in addition to BLIS, the City elects to utilize MRC's REAP and GRIP services. This will provide a credit of $14,000, which may be used to reduce MRC earned compensation from REAP and!or GRIP services for the period described below each year commencing July 1, 1996
o Second Tier Efficiency Credits - the City can qualify for Second Tier Audit Efficiency Credits if, in addition to BLIS, the City elects to utilize MRC's REAP service (but not GRIP). This will provide a credit of $7,000, which may be used to reduce MRC earned compensation from the REAP service for the period described below each year commencing July 1, 1996.
In addition, to qualify for Audit Efficiency Credits, the City must:
o Authorize MRC to proceed with the appropriate services for the Tier of Audit Efficiency Credits sought;
o Submit to the appropriate State agency an estimated claim for ELIS 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
o Submit to the appropriate State agency a claim for actual expenses incurred for ELlS 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).
Audit Efficiency Credits are granted July 1 of each year and are applied to MRC billings between that July 1 and the following June 30 to reduce the amount due MRC as earned compensation for providing REAP andy or GRIP services. Audit Efficiency Credits may not be carried over beyond June 30 of any year.
As stated above, MRC's revenue audit and information services are being provided as a package. Should the City elect to terminate any of the services provided by MRC, or should there be a fundamental change in the funding or administration of any of the revenue sources subject to MRC services, or should the State cease to mandate and!or fund the city business license reporting program, the Compensation and Audit Efficiency Credits sections of the package agreement would be subject to modification by mutual agreement of the City and MRC.
5 6. BACKSTOP AUDIT PROGRAMS
MRC's revenue enhancement and information services described in this and the following exhibit are to be provided on a self-funding basis without creating an expenditure impact on the City's budget.
Accordingly, if the City has an additional ("backstop") revenue enhancement audit program (staffed internally), it is understood and agreed that MRC must detect and document in writing (on behalf of the City) to the taxpayer and/ or responsible intermediary (e.g., state, utility company, etc.) each individual error/omission at least one calendar quarter prior to the City doing so.
Otherwise, the City shall be entitled to receive compensation for detecting and documenting any such error/omission which has resulted in deficient payment to the City. For this purpose, the City and MRC shall provide copies to each other of notices submitted to taxpayers and/or intermediaries (state agencies, county, utility service providers, etc.).
6 EXHIBIT C
GEOBASED REVENUE INFORMATION PROGRAM
Municipal Resource Consultants (MRC) hereby agrees to provide to the City of Emeryville (City) a Geobased Revenue Information Program (GRIP). The purpose, scope, procedures, timing, deliverables, compensation and licensing agreement (attached) are set forth as follows:
1. BACKGROUND
1.1 THE NEW REALITY: SELF-RELIANT CITIES
The 1990s ushered in a new reality for every city in California: fiscal selfreliance. Faced with permanent cutbacks in federal and state assistance, each city is dependent upon the revenue generated from its own economic base to define the level of services it can afford to provide.
1.2 CITY SERVICE FUNDING EQUATION
To sort out and better understand the strategic significance and ramifications of self-reliance for California cities, MRC has developed what we call the "City Service Funding Equation" to express the fundamental elements of this new reality, as follows:
Economic Base X Revenue Structure = City Service Funding Capacity MRC's City Service Funding Equation simply says that a city's service funding capacity is determined by - and the product of - its revenue structure applied across its economic base.
Economic Base - Includes land, buildings and the users thereof (commercial, industrial, institutional, residential, governmental) that are located in the City.
Revenue Structure - Consists of:
o Non-Discretionary Taxes - Those revenue sources that a city does not have the authority to directly control, such as:
o Property Tax
o Sales/Use Tax
o State Subventions
o Discretionary Taxes - Those revenue sources that a city does have the authority to directly control, such as:
o Business License Tax
o Transient Occupancy Tax
o Franchise Fees
o Utility Users Tax
1 o
o
o
o
o
o
1.3 THE ONLY CONSTANT: CHANGE
Given this new reality, each city needs to have a better understanding of its economic base and revenue structure. This is a formidable challenge in that the economic base and revenue structure are dynamic - not static - due to:
o Changing Business Base - Cities experience changes in their business base at an average rate exceeding 20% per year - due to business openings, closings, expansions, consolidations, relocations, mergers, acquisitions and other events.
o Changing and Outmoded Revenue Structure - Application of a city's revenue structure to its economic base is constantly subject to change from legal decisions, legislation, regulation, deregulation and emerging technology, especially in the area of telecommunications.
2. PURPOSE & APPLICATIONS
MRC shall develop and maintain a database to monitor and analyze revenue generated from the City's economic base and revenue structure and input the data elements into GRIP - MRC's Geobased Revenue Information Program.
GRIP facilitates the reorganization, monitoring and analysis of revenue contribution on a total amount, segregated and aggregated basis according to revenue source, business type, industry, business, land use, facility, development and designated geographic area.
GRIP is a leading edge analytical and management tool which will enable MRC to assist Emeryville develop and implement strategies to preserve and enhance the City's revenue base (and therefore service funding capacity) through applications such as:
o Economic Development
o Business Retention
o Business Attraction
o Business Expansion
o Business Cooperation
Land Use Planning
Revenue Productivity Analysis'
Budgeting & Revenue Projections
Business License Strategic Analysis
Fiscal & Economic Impact Analysis*
Benefit Assessment Districts
* MRC recommends that elements of physical presence (e.g., number of employees, land area/building space, etc.) be included in the GRIP database to maximize the value of these applications to the City. 2 3. SCOPE
Sections 3, 4, 5 and 6 describe the scope, procedures, timing and deliverables for the Core GRIP Services. Optional GRIP Services are described under Section 7.
GRIP provides the City with standardized, integrated and quarterly-updated data on all key revenue sources and revenue generators in one database.
Specifically, the GRIP database shall encompass:
o The land parcels, major buildings, and users (commercial, industrial, institutional, governmental, residential) located within the City's boundaries; and
o The City's major sources of general fund revenue including, but not limited to, the following:
o Business License Tax
o Franchise Fees
o Property Tax
o Sales/Use Tax
o State Subventions
o Transient Occupancy Tax
o Utility Users Tax
MRC defines a revenue generator as any entity that has a physical presence within the City. Such an entity may either occupy or own a parcel within the City, or be conducting business that generates revenue to the City. The GRIP database has at least one record for each revenue generator.
As an option, the GRIP database can be expanded to include physical presence information (number of employees, land/building size) for the City's Core Revenue Generators. A Core Revenue Generator is defined as being one of the City's most significant entities in terms of revenue generation. A city typically has up to 150 Core Revenue Generators.
GRIP is a relational database, designed for extraction of information by structuring appropriate queries. Imbedded in the database is geographic locational information that allow queries to be address-specific, address rangespecific or parcel-specific. Should the City already possess an operational GIS system, GRIP will be customized to link with the existing system's parcel index.
MRC's multi-disciplined staff also designs digitized mapping systems for cities. (See Section 7.0 Optional Services - Electronic Mapping.) 3 4. PROCEDURES
In providing the Core GRIP Services, MRC shall:
o Meet with City's designated staff to review service objectives, scope, procedures, workplan schedule, public relations and logistical matters; MRC will also establish an appropriate liaison with the City's coordinator and define logical checkpoints for reviewing progress
o Review applicable provisions of the City's municipal code and ordinances adopted by the City
o Study City-provided data such as current year's budget, financial statements, general plan, aerial photos, maps, special reports and studies (economic, market, feasibility, fiscal, etc.) that provide relevant background or insight
o Inventory the land parcels and commercial, industrial, institutional, governmental and residential (other than single family) revenue generators located within the City's boundaries
o For each residential revenue generator, ascertain address and/ or assessor parcel number, revenue source and amount received by the City during the most current year available (to be compiled for future years) o For each business, ascertain name, address, assessor parcel number, business category, revenue source, and City's portion of revenue generated (to be compiled for future years)
o Electronically integrate all applicable revenue sources by business for each address location by matching name to address and IIsanitizing" all data to assure its accuracy
o Update the data accuracy, completeness and integration each quarter as a byproduct of our ongoing Revenue Enhancement Audit Program o Arrange revenue receipts on a modified accrual basis for each period o Assign each revenue generator a business category number o Maintain, update and integrate the database for the duration of the contract
o Prepare and install initial and quarterly-updated GRIP Query System for onsite access by authorized City staff in formats that provide for confidential and non-confidential outputs
4 o In conjunction with the initial installation, MRC will conduct a one-day session to train authorized City staff in the use of the GRIP Query System and an easy- to-follow user manual, also furnished by MRC o In conjunction with the quarterly updates, MRC will conduct a 1-to-2- hour session to train authorized staff in the use of the GRIP Query System and user manual
o Using standard GRIP Query System menu output, format data to be compatible with City's GIS to link through assessor parcel numbers o Prepare and personally present to the City initial and quarterly-updated GRIP Digests, which reflect MRC's monitoring and analysis of the City's revenue, and revenue generators, to identify revenue performance, trends, gains, declines, projections, issues, opportunities and options
5. CITY SUPPORT
The City agrees to support MRC by providing or arranging to provide (to the best of its ability) the following:
o Letters of introduction (as required)
o Requests for information (as required) from third parties (such as the state, county, utility companies, etc.)
o Codes/ ordinances covering each tax imposed by the City o Current year's budget report
o Revenue receipt information for City-imposed taxes and state subventions o Special reports and studies such as general plan (and proposed amendments), economic, market, feasibility, etc. that would provide additional background or insight
o Maps (and related information) that would provide additional background or insight, such as:
o Engineering and zoning maps of City (100' or 200' per inch scale) o Zoning maps with street delineations
o Copy of Assessor's book/page maps for entire City
o Tax Rate Area (TRA) maps (and list of City and RDA TRAs) o RDA project boundary maps
o Most recent aerial photograph(s) of entire city
5 D Computer equipment and related software
Hardware
o 486/33,486/50 or 486/66 PC System
o 17" SVGA monitor
o VESA LB video SVGA(not an ORCHID, preferably GENOA)
o 16 MEG RAM
o 500 MEG internal IDE drive
o 4X CD ROM drive
o Mouse (serial port)
o Mouse pad
o Modem (min. 14.4 baud rate 28.8 preferred) and dedicated telephone line
o HP compatible Printer (e.g. Brother HL630-645, Epson Actionlaser, HP 2 series) with 2 MEGs of memory
o Print Drivers for the above selected printer
o FONTS (required for GRIP applications)
Font Size
Arial 8, 10, 11, 12, 14, 24
Courier 10, 12
Courier New 10
MS Sans Serif 8, 10, 12, 14, 15, 24
Small Fonts 8
Terminal 9, 14
Software:
o QEMM7.03
o Windows for Workgroups 3.11
o DOS 6.2
Should the City so desire, MRC will assist the City in evaluating and procuring the necessary computer equipment.
6 6. TIMING & DELIVERABLES
MRC shall commence providing the Core GRIP Services within 10 working days following contract authorization (including the GRIP licensing agreement).
Within 90 working days, and each quarter thereafter, MRC shall:
o Deliver and install the initial and quarterly-updated GRIP Query System o Train authorized City staff in the use of the GRIP Query System (an easyto-follow user manual is also furnished by MRC) o Review and discuss the initial and quarterly-updated GRIP Digests The preliminary workplan schedule on the following page presents MRC's time frames for accomplishment of the prescribed tasks. The GRIP Query System and Digest are further described in Sections 6.1 and 6.2.
6.1 GRIP QUERY SYSTEM
Within 90 days after commencing the project, and each quarter thereafter, MRC shall deliver and install the initial and quarterly-updated GRIP database on a City-designated IBM compatible PC to allow onsite access by authorized City staff. Should the City so desire, MRC shall furnish the necessary equipment and peripherals at MRC's cost.
The GRIP Query System includes data for each of the City's major sources of general fund revenue as follows:
o All revenue information is integrated according to revenue generator name and geographic location
o Revenue contributions for individual and aggregate sources of revenue are displayed for each revenue generator
o Combined revenue information for multiple revenue generators is presented in user-defined geographic areas
Since the GRIP database contains information that is deemed confidential by businesses, state agencies and the major utility companies, the GRIP data is encrypted and the System is password-protected to ensure access by authorized personnel only. (See Attachment C-l for GRIP software licensing agreement.) 7 Contract Authorization
Description
Workplan Schedule & Progress Chart
Month I Month I Month
1 2 3
•
Mo~h I Mo~h I Mo~h
4 5 6
Month I Month
7 8
Collect Data
Review Regulatory Provisions for Each Discretionary Tax Source Inventory the Land Parcels &Users Thereof
Standardize Addresses and Names
Electronically Integrate Revenue Sources by Name and Address Clean Up
Prepare &Install On-site GRIP Query System &Train Staff Prepare &Deliver GRIP Digest
In addition to providing training for authorized staff, MRC will also provide technical support free of charge via telephone on an as-needed basis for up to 10 hours per quarter.
After the initial delivery and installation of the GRIP Query System, MRC shall maintain, update and integrate the database on a quarterly basis for the duration of the contract. The accuracy and completeness of the GRIP database will continually improve as a byproduct of MRC's ongoing Revenue Enhancement Audit Program.
The updates shall include revenue generator, address and/or parcel number, business category code, business identification number, historical payments and the most current revenue data available.
MRC's GRIP Query System will enable City staff to analyze the contribution of revenue (from individual or aggregated sources) by each revenue generator in the City, on an individual, grouped or sorted order by business name, business type, business identification number, size ranking, street address, assessor parcel number, or specific user-defined geographic areas.
The GRIP Query System can also be used to geo-code additional user-defined areas such as City Council Districts, business industrial parks, redevelopment project areas, etc.
The GRIP Query System provides the City with a leading-edge analytical and management information tool for a broad range of fiscal, economic and strategic applications.
9 6.2 GRIP DIGEST
Upon delivery of the GRIP database, and each quarter thereafter, MRC shall prepare and deliver to the City initial and quarterly-updated confidential and non-confidential versions of the GRIP Digest.
Each issue of the GRIP Digest reflects MRC's monitoring and analysis of the City's continually changing economic base and revenue structure, and subsequent identification of revenue performance, trends, gains, declines, projections, issues and opportunities.
MRC's GRIP Digest will enable the City to answer questions such as:
o How is the City's economic base performing in terms of revenue generation?
o What changes are occurring in the City's economic base and how will those changes impact the City's revenue?
o Where is the City's tax revenue coming from?
o What trends, good or bad, are occurring to the City's general fund revenue base?
o Which businesses is the City most dependent on for its tax revenue? o Which business types are the most economically desirable/undesirable? o How are specific geographic areas (mutually defined by City/MRC) performing?
o How will actualjpotential changes to the City's revenue structure (legal decisions, legislation, regulation, deregulation, technological change, etc.) impact the City's revenue?
The scope of each GRIP Digest shall include, but not be limited, to:
o Monitoring and analyzing the City's revenue, and most significant revenue generators, based on the following:
o Management Summary & Charts - GRIP Digest includes a
confidential and non-confidential Management Summary with supporting color charts that graphically portray revenue composition and performance for the City.
o Analysis Section - The Analysis Section of MRC's GRIP Digest compares the revenue performance of the most significant revenue generators for the latest complete quarter benchmark year to the same period in the prior year(s).
10 The Analysis Section includes the following: (1) historical performance to be compiled for up to four years; (2) an analysis of the changes that occurred by business sector; and (3) an analysis by magnitude of change indicating which key businesses grew or declined, measured in absolute dollars and percentages.
Note: Historical data will be shown as it is compiled in preparing future GRIP Digests. For example, the initial year will show no historical data, and the second year will show one year's history together with the current year.
o General Fund Trend Report. Data is summarized by type of revenue in summary form in order to develop revenue trends which are shown using successive benchmark years. Percentage of revenue contributed is also shown by successive benchmark year to indicate trends in revenue composition as well.
o Top 100 Revenue Generators - Revenue generated by the City's top 100 Revenue Generators is shown in order of aggregate revenue, including historical performance.
o Top 20 Revenue Generators by Revenue Source - This report shows the 20 largest revenue generators within each revenue source. 11 7. OPTIONAL GRIP SERVICES
The scope of MRC's GRIP Services can be customized to fit the City's specific needs by adding to the Core GRIP Services one or more of the Optional GRIP Services briefly described below. The Optional GRIP Services can be added to the Core GRIP Services from the outset or at any time during the term of the contract.
o FOCUSED ECONOMIC DEVELOPMENT STRATEGIES
By analyzing City-specific information derived from the GRIP database, MRC can assist the City in developing and implementing focused strategies for business retention, attraction, expansion, and cooperation. o PHYSICAL PRESENCE, FISCAL IMPACT & REVENUE PRODUCTIVITY ANALYSIS By capturing and relating elements of Physical Presence to revenue contribution, in size-adjusted equivalent units of measurement, MRC is able to analyze the relative fiscal impact and revenue productivity for each revenue generator in the City.
The need for this information becomes increasingly critical as each city moves towards fiscal self-reliance and dependence on the revenue generated from its own economic base to fund the City's general services.
Physical presence data (such as number of employees, land/building size, etc.) can be gathered by the City and/or MRC.
o BUSINESS LICENSE STRATEGIC ANALYSIS
Each city is becoming increasingly dependent on its own economic base and discretionary (city-imposed) taxes to fund general services. In doing so, business license tax is emerging as a key element in balancing a city's ability to fund general services and still be competitive with other cities in retaining and attracting businesses. MRC's analysis of the existing business license tax ordinance (and potential revisions thereof) will assist the City in defining the strategic role of the ordinance in shaping the fiscal and economic future of the City.
o FISCAL, ECONOMIC & TAX MODELING
The GRIP database and computerized modeling capability enable MRC to simulate the fiscal and economic impacts that various land uses, developments, businesses and tax structures have on the City's residents, businesses and the City itself. With this modeling capability, MRC can rapidly simulate and analyze the impacts under numerous "what if" scenarios based on criteria such as fairness, equity, self-reliance and competitiveness with other cities.
12 o STRATEGIES WORKSESSIONS& OTHER MEETINGS
By analyzing City-specific information derived from the GRIP database, MRC can assist the City by conducting interactive worksessions to facilitate strategic decision-making based on:
o Interrelatedness of City's economic base & revenue structure o Identification & analysis of City's fiscal and economic SWOTs' o Exploration, development & prioritization of feasible strategies to improve the City's fiscal and economic stability
o Consensus building
In addition to facilitating strategies worksessions, MRC is also available to assist the City on an as-needed basis by participating in presentations, public hearings or other types of meetings with members of City staff or Council, the Chamber of Commerce, media, citizen advisory groups, committees, etc.
o ELECTRONIC MAPPING
Ironically, the most important and dramatic use of GIS (Geographic Information system) mapping technology is not for maps, but for database management; data extraction by geographical area, mass updating of data, and presentation of information graphically.
The extraction, analysis and presentation of GRIP database information can be significantly enhanced through MRC's proprietary, state-of-the-art digitizing system used in conjunction with the dynamic Atlas Graphics map system programs. By digitizing all parcels in the City, MRC's electronic mapping service will enable the City to access GRIP database information by area and present it on maps. MRC's mapping service will provide the City with the capability to extract, analyze and present other database information (in addition to GRIP) for a variety of GIS applications.
o SPECIAL ANALYSIS AND REPORTS
Given the many possibilities for the use of GRIP information, MRC can assist the City in undertaking a variety of special analyses using GRIP data alone or in conjunction with other data sources.
* Strengths, Weaknesses, Opportunities, Threats
13 8. COMPENSATION
Efficiencies and savings are gained by MRC from the common tasks accomplished and data developed in providing the GRIP service in conjunction with REAP. Accordingly, MRC's compensation (including expense reimbursement) for implementing the Core GRIP service in conjunction with REAP is $16,000. The fee includes:
o Development and integration of the database
o Licensing, delivery and installation of the GRIP Query System o Training authorized staff in the use of the GRIP Query System o Furnishing an easy-to-use user manual
o Preparing and delivering the initial GRIP Digest
Thereafter, maximizing the efficiencies and savings gained from the common tasks accomplished and data developed in providing the GRIP service in conjunction with REAP, MRC's compensation (including expense reimbursement) shall be $1,000 per month, for as long as MRC continues to provide Core GRIP services to the City, which include:
o Continuous maintenance, updating and integration of the database and software support
o Delivery and installation of the quarterly updated GRIP Query System o Training authorized staff (as needed) in the use of the Query System and user manual
o Preparing and delivering the quarterly updated GRIP Digests MRC's compensation for providing the initial and ongoing GRIP service is payable after the City has received the services being invoiced and has sufficient funds to cover the charges from a combination of accrued Audit Efficiency Credits (see Exhibit B, Section 5.1) and the City's share of new revenue produced from MRC's revenue enhancement audits.
Invoicing and payment for providing the GRIP service is thus deferred until there is adequate revenue from a combination of MRC's Revenue Enhancement Audit Program and/or Audit Efficiency Credits to cover it. 14 8.1 OPTIONAl/ADDITIONAL GRIP SERVICES
Should the City desire optionaljadditional GRIP services, such as those described above, MRC will only charge an additional fee if the City and MRC so agree in advance.
The data elements required for the GRIP service are typically provided in a computer accessible format. Should we encounter a situation where this is not the case and the City decides to have MRC assume responsibility for conversion of data into a computer accessible format, MRC will only charge the City for actual cost reimbursement.
In the event the City requires these or other optionaljadditional services that require an additional charge, MRC shall provide the City with a not-to-exceed budget in advance.
MRC's compensation/cost reimbursement for the optionalj additional services is also eligible for the self-funding program as previously described. 15 5. Proprietary Information. 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 MRC 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 MRC 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 MRC proprietary information (as such term is herein defined) which may be disclosed to City by MRC 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 MRC proprietary information. The obligations imposed by this Paragraph shall survive any expiration or termination of this Agreement.
6. Waiver. No waiver of any breach or failure or delay in exercising any right, power or remedy shall constitute a waiver of same or of any provision hereof and no waiver shall be effective unless in writing and signed by an authorized representative of the party against whom enforcement of such waiver is sought.
7. Severability. The provisions of this Agreement are severable and the unenforceability of any provision of this Agreement shall not affect the enforceability of this Agreement or any other provision hereof. In addition, in the event that any provision of this Agreement is determined by a court to be unenforceable as drafted, the parties acknowledge that it is their intention that such provision be construed in a manner designed to effectuate the purposes of such provision to the fullest extent enforceable under applicable law.
8. Taxes. City shall be responsible for the payment of any applicable taxes in connection with the Agreement, except for any tax based on MRC's net income.
9. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction hereof.
2 Attachment C-l
LICENSING AGREEMENT
for
GEOBASED REVENUE INFORMATION PROGRAM
This Agreement is made at Emeryville, California, as of 1996, by and between the City of Emeryville, a municipal corporation (hereafter referred to as "City") and Municipal Resource Consultants (hereafter referred to as "MRC"), who agree as follows:
1. License. Subject to the terms and conditions set forth in this Agreement, MRC shall provide to the City, a license to use MRC's software, database and other property (hereafter referred to as "Property") as further described in Exhibit "C". MRC shall provide said Property at the time, place, and in the manner specified in Exhibit "C". MRC shall not be compensated for property outside the scope of Exhibit "C".
2. Restrictions. 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 "C". Said Property shall be returned to MRC at the time the license expires. MRC 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 MRC.
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 MRC's written consent.
3. Payment City shall pay MRC for license rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit "C". The payments specified in Exhibit "C" shall be the only payments to be made to MRC for license rendered pursuant to this agreement, unless the City approves additional compensation for additional property. MRC shall submit all billings for license rendered pursuant to this Agreement to City in the manner specified in Exhibit "C".
4. Exhibits. All Exhibits referred to herein are attached hereto and are by this reference incorporated herein.
1 10. Remedies Cumulative. All remedies in this Agreement are cumulative and in addition to and not in lieu of, any other remedies a party may have at law or in equity.
11. Entire Agreement. This Agreement and the Exhibits hereto, which is hereby incorporated herein by reference, shall constitute the entire agreement between City and MRC with respect to its subject matter, shall supersede all prior agreements and understandings, if any, between the parties respecting the subject matter hereof and may be modified only by written agreement of the parties.
EXECUTED as of the day and year first above stated.
Tit1e:._+-~---'=~-L..~L!....!""""'---7F-+-=- _
Date: _
MUNICIPAL RESOURCE CONSULTANTS
PARTNER: JOHNT. AUSTIN, INC. ....~. ...•
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b· President
Date: Ianuary 11, 1996
3