HomeMy WebLinkAboutRESO 131-2022 (22-644)City Council
City of South San Francisco
Resolution: RES 131-2022
P.O. Box 711 (City Hall,
400 Grand Avenue)
South San Francisco, CA
File Number: 22-644 Enactment Number: RES 131-2022
RESOLUTION AUTHORIZING THE CITY MANAGER
TO EXECUTE AN AMENDMENT TO THE
CONSULTING SERVICES AGREEMENT WITH
MUNISERVICES, LLC TO EXTEND ITS TERMS FOR
AN ADDITIONAL TWO-YEAR PERIOD ENDING ON
JUNE 30, 2024, FOR ACCESS TO THE SALES TAX
ANALYTICS & REPORTING AND FORECASTING
SERVICES AND SALES AND USE TAX AUDIT
SERVICES.
WHEREAS, the City and MuniServices, entered into a Consulting Services Agreement on or
about July 1, 2017 (hereinafter “Agreement”) to perform, among other things, Sales and Use Tax Audit
Services; and
WHEREAS, the City and MuniServices desire to ext end the term of the Agreement pursuant to
an option under the Agreement and have prepared an Amendment No. 1 for this purpose attached as
Exhibit A; and
WHEREAS, on or about November 8, 2016 the City adopted the Measure W - So. San
Francisco Fiscal Stability & Essential Services T&U (SSFR), which became effective on or about April
1, 2017 (the “District Tax”); and
WHEREAS, the California Department of Tax and Fee Administration (collectively, or in the
alternative, the “Agency” formerly known as, the State Board of Equalization) has taken the position that
general references to “sales and use tax” in an agreement that authorizes access to tax records held by the
Authority are insufficient to allow access to information relating the collection of the Distr ict Tax by the
Agency; and
WHEREAS, the City and MuniServices, without conceding the correctness of the Agency ’s
interpretation, deem it prudent to comply with the interpretation by amending the Agreement to
specifically refer to the District Tax; and
WHEREAS, Section 7056 of the California Revenue and Taxation Code imposes conditions on
the access to information related to the collection of sales, transaction, and use tax by the Agency; and
WHEREAS, the proposed Amendment No. 1 contains additional language in compliance with
Section 7056 and the City Council, by separate resolution, designates and authorizes MuniServices LLC
to examine all of the sales and transactions and use tax records of the Agency pertaining to all sales and
use taxes collected for City and any transaction and use taxes collected for City and takes additional
related actions consistent with Section 7056.
Page 1 City of South San Francisco
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AMENDMENT 1 TO CONTRACT BETWEEN
CITY OF SOUTH SAN FRANCISCO AND MUNISERVICES, LLC
THIS CONTRACT AMENDMENT No. 1 (the “Amendment”) is entered into between City of South
San Francisco (“City”) and MuniServices, LLC (“MuniServices”), (collectively the “Parties”).
The City and MuniServices agree as follows:
WHEREAS, the City and MuniServices, entered into a Consulting Services Agreement on or about
July 1, 2017 (hereinafter “Agreement”) to perform, among other things, Sales and Use Tax Audit Services;
WHEREAS, on or about November 8, 2016 the City adopted the Measure W - So. San Francisco
Fiscal Stability & Essential Services T&U (SSFR), which became effective on or about April 1, 2017 (the
“District Tax”);
WHEREAS, the California Department of Tax and Fee Administration (collectively, or in the
alternative, the “Agency” formerly known as , the State Board of Equalization) has taken the position that
general references to “sales and use tax” are insufficient to allow access to information relating the
collection of the District Tax by the Agency;
WHEREAS, the City and MuniServices, without conceding the correctness of the Agency’s
interpretation, deem it prudent to comply with the interpretation by amending the Agreement to
specifically refer to the District Tax;
WHEREAS, section 7056 of the California Revenue and Taxation Code imposes conditions on the
access to information related to the collection of sales, transaction, and use tax by the Agency;
NOW THEREFORE, in order to satisfy the requirements of section 7056 and further extend the
Term of the agreement, the parties hereby amend the Agreement as follows:
1.Section 10.15 is hereby added to the Agreement to comply with state California Department of Tax
and Fee Administration requirements to read as follows :
Transaction and Use Tax
“MuniServices qualifies under Section 7056 of the Revenue and Taxation Code to review
(Bradley-Burns) confidential taxpayer information and documentation before the State
Board of Equalization (BOE) or its successor agency, the Department of Tax and Fee
Administration (collectively, or in the alternative, the “Agency”.). MuniServices is hereby
authorized by this Agreement to examine transaction tax, sales tax and use tax records of
the Agency, including but not limited to the transaction and use tax that becomes effective
on or about April 1, 2017 known as the Measure W - So. San Francisco Fiscal Stability &
Essential Services T&U (SSFR) pertaining to the ascertainment of those sales or
transactions and use taxes to be collected for the City.
MuniServices is required to disclose information contained in, or derived from, those
transaction, sales and use tax records only to an officer or employee of the City who is
authorized by resolution to examine the information.
EXHIBIT A
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MuniServices is prohibited from performing consulting services for a retailer during the
term of this Agreement.
MuniServices is prohibited from retaining the information contained in, or derived from, those
transaction, sales and use tax records, after this Agreement has expired.”
The City and MuniServices agree that although the scope of work generically refers to “sales and use
tax” those references are meant to include “sales, transaction, and use tax” as part of the scope of
work, including but not limited to any transaction and use taxes adopted after the effective date of the
Agreement.
The Parties agree that Agreement is applicable to all Sales, Transaction and Use Tax Ordinances
currently enacted in the City and which may become enacted while the Agreement is in effect.
The Parties agree that the City will adopt an updated resolution in substantially the same form as the
template provided as Exhibit A to this Amendment.
2. That section 1.1 in said Agreement entitled "Term of Services" is hereby amended to read as follows:
By way of this Amendment No. 1, City will exercise the option to extend this agreement for
additional two-year periods and it will remain in effect through June 30, 2024.
3. Except as herein modified, all other provisions of the Agreement, including any exhibits and
subsequent amendments thereto, shall remain in full force and effect. This Amendment No. 1
constitutes the entire agreement between the Parties with respect to the issues identified herein and
supersedes any prior written or oral amendment.
4. In case of a conflict between the terms of this Amendment and the terms of the Agreement, the terms
of this Amendment shall strictly prevail.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly
authorized representatives as of the date set forth below.
DATED: _________________________, 2017
CITY OF SOUTH SAN FRANCISCO MUNISERVICES, LLC
By: ______________________________ By: ______________________________
Carl Kumpf
Name: ____________________________ CFO
Title: _____________________________
APPROVED AS TO FORM:
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__________________________________
Office of the City Attorney
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Exhibit A
RESOLUTION NO.________________________
A Resolution Authorizing the Examination of Sales or Transactions and Use Tax Records
WHEREAS, pursuant to Ordinance Nos. _________________________, the City of South San Francisco
entered into a contract with the State Board of Equalization to perform all functions incident to the
administration and collection of the Transactions and Use Tax Ordinances and the local sales and use
taxes; and
WHEREAS, City deems it necessary for authorized representatives of City to examine confidential sales
and transactions and use tax records of the Board or its successor agency, the California Department of
Tax and Fee Administration, (collectively, or in the alternative, the “Agency”) pertaining to sales and
transactions and use taxes collected for City by the Agency; and
WHEREAS, Section 7056 of the California Revenue and Taxation Code sets forth certain requirements
and conditions for the disclosure of Agency records and establishes criminal penalties for the unlawful
disclosure of information contained in, or derived from sales or transactions and use tax records of the
Agency; and
WHEREAS, Section 7056 of the California Revenue and Taxation Code requires that any person
designated by City shall have an existing contract to examine City’s sales and transactions and use tax
records.
NOW, THEREFORE IT IS RESOLVED AND ORDERED AS FOLLOWS:
Section 1. That the [insert title (i.e. Finance Director)], or other officer or employee of City designated in
writing by the [insert title (i.e. Finance Director) to the Agency is hereby appointed to represent City
with authority to examine all of the sales and transactions and use tax records of the Agency pertaining
to sales and transactions and use taxes collected for City by the Agency pursuant to the contract
between City and the Agency. The information obtained by examination of Agency records shall be used
for purposes related to the collection of City’s sales and transactions and use taxes by the Agency
pursuant to the contract.
Section 2. That the [insert title (i.e. Finance Director), or other officer or employee of City designated in
writing by the [insert title (i.e. Finance Director) to the Agency, is also hereby appointed to represent
City with the authority to examine those sales and transactions and use tax records of the Agency for
purposes related to the following governmental functions of City:
a) tracking and economic development
b) forecasting and budget related functions
c) detection of misallocations and deficiencies
The information obtained by examination of Agency records shall be used only for those governmental
functions of City listed above.
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Section 3. That MuniServices, LLC is hereby designated and authorized to examine all of the sales and
transactions and use tax records of the Agency pertaining to all sales and use taxes collected for City and
any transaction and use taxes collected for City under the following Transactions and Use Tax
Ordinances and any future Transactions and Use Tax Ordinances that may be enacted in the City:
Measure W - So. San Francisco Fiscal Stability & Essential Services T&U (SSFR)
The person or entity designated by this section meets all of the following conditions:
a) has an existing contract with City to examine sales and transactions and use tax records;
b) is required by that contract to disclose information contained in, or derived from those sales and
transactions and use tax records only to an officer or employee authorized under Section 1 (or
Section 2) of this resolution to examine the information;
c) is prohibited by that contract from performing consulting services for a retailer during the term
of that contract;
d) is prohibited by that contract from retaining the information contained in, or derived from those
sales and transactions and use tax records after that contract has expired.
BE IT FURTHER RESOLVED that the information obtained by examination of Agency records shall be
used only for purposes related to the collection of City’s sales and transactions and use taxes by the
Agency pursuant to the contracts between City and the Agency and for purposes relating to the
governmental functions of City listed in Section 2 of this resolution.
Section 4. This resolution supersedes all prior sales and transactions and use tax resolutions of City
adopted pursuant to subdivision (b) of Revenue and Taxation Code Section 7056.
Introduced, approved and adopted this ____________ day of _______________________, 2017.
_________________________________ ________________________________
(Name & Title) (Attest)
_________________________________ ________________________________
(Signature) (Date)