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HomeMy WebLinkAbout2001-079 ." 1 RESOLUTION NO. 2001-79 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT 3 WITH MBIA MUNISERVICES COMPANY FOR SERVICES RELATED TO UTILITY USERS TAX AND FRANCHISE FEE REVENUES. 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and directed to execute on behalf of said City an Agreement MBIA MuniServices Company, a copy of which is attached hereto, marked Exhibit "A" and incorporated herein by reference as fully as though set forth at length. III III III . 2001-79 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH MBIA MUNISERVICES COMPANY FOR SERVICES RELATED TO UTILITY USERS TAX AND FRANCHISE FEE REVENUES. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 The foregoing resolution is hereby approved this \ "IT'-- day of April I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a:i t. reg. meeting thereof, held on the 16thdayof April ,2001, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT ESTRADA X - LIEN X X MC GINNIS SCHNETZ X SUAREZ X X ANDERSON MC CAMMACK X i!c~ ~ 2001. 21 22 23 24 Approved as to 25 Form and legal content: 26 JAMES F. PENMAN, 27 City ttorney By: 28 2001-79 AGREEMENT TO PROVIDE AUDITING, GEOCODING, AND ASSOCIATED CONSULTING SERVICES FOR UTILITY USERS T AX/FRANCHISE COMPLIANCE AND REVENUE PROTECTION PROGRAM FOR THE CITY OF SAN BERNARDINO November 28, 2000 by MBIA MuniServices Company 2001-79 UTILITY USERS TAX/FRANCHISE This AGREEMENT COMPLIANCE AND REVENUE PROTECTION PROGRAM is made at San Bernardino, California, as of , 2001, by and between the City of San Bernardino, a municipal corporation (hereinafter referred to as "CITY") and MBIA MuniServices Company/Municipal Resource Consultants (hereinafter referred to as "MMC"). MMC agrees to provide the CITY with certain professional services in furtherance of a comprehensive utility users tax/franchise compliance and revenue protection program (hereinafter "PROGRAM"), with broad participation by California public agencies, that is designed to preserve, protect, and enhance their utility users tax (UUT) and utility franchise revenues. 1. PROGRAM OBJECTIVES MMC's auditing, geocoding, information, and associated services and skills, in conjunction with the legal and "protective" services of the CITY's special outside counsel for the following purpose only, Donald H. Maynor, A Professional Law Corporation (LAW FIRM), will be used to establish and implement a PROGRAM that will allow participating California public agencies to preserve, protect and enhance their UUT and utility franchise revenues through a combination of auditing, geocoding, tax application compliance, business detection, ordinance update, legislative monitoring, technology update, and other essential compliance and protective services. An effective compliance PROGRAM will assist the CITY, and other participating public agencies, in identifying and correcting errors/ornissions causing revenue deficiencies, and thereby produce new or previously unrealized revenue for such participants. The PROGRAM's tax preservation services will protect the CITY's existing UUT revenues from erosion due to new legislation, new technologies, outdated ordinance language and inaccurate information. By offering these essential services through a comprehensive PROGRAM, with widespread participation, there are the additional benefits of: i) achieving lower individual costs for such joint activities; and, ii) developing consensus-based decisions regarding ordinance interpretations and tax implementation that utility industries require of California public agencies. 2001-79 2. ROLE OF CLIENT EXECUTIVE COMMITTEE A Client Executive Cornmittee (CEC) has been formed, and is made up of client public agency representatives, to review and approve the PROGRAM's proposed work plan, and provide general PROGRAM oversight. The CEC will also function to develop consensus positions on tax application issues, and other matters requiring uniformity among California public agencies with OUT ordinances. MMC will provide quarterly progress reports to the CEC and to the CITY to establish the PROGRAM's continuing value to the CITY. 3. FIXED FEE SERVICES A. Compliance Review Services At any time during the term of this AGREEMENT, with the prior written consent of the CEC, or with the prior written consent of the City where specifically indicated, MMC may perform compliance review activity on behalf of the CITY in any of the following areas: 1. UUT Tax Application and Franchise Fee Review: In accordance with a work plan that has been reviewed and approved by the CEC, MMC will perform compliance reviews of major utility providers, with a focus on common client issues, to assure that the UUT is being properly applied to taxable services and charges, and that the franchise fee formula is being properly applied to the revenue base (as provided in standard franchise agreements). MMC will use the legal expertise of LAW FIRM on matters requiring legal analysis or an interpretation of ordinances, standard utility franchises, laws, and IRS letter rulings, subject to coordination with the City Attorney. 2. Telecom Special Access Customers: At the option of the CITY, MMC will assist the CITY in identifying sophisticated telecommunication users that may be employing new telecornmunication technologies that involve taxable telecommunication services to assure tax compliance. 3. Geocode Information and Review: MMC will develop and maintain a proprietary address range database to assure accurate address range information regarding the CITY's boundaries. Such databases will reflect the latest available Local Agency Formation Commission information regarding CITY boundary changes due to annexations or other municipal reorganizations. Upon request, this service will be made available to any utility service provider that serves customers within the CITY. 4. OUT Exemption Review: MMC will review for accuracy the gas, electric, and water exemption lists and telecommunication exemption certificates for non- residential customers, as provided by the CITY, and identify to CITY staff possible errors. MMC will use the legal expertise of LAW FIRM on matters requiring legal analysis or an interpretation of ordinances, laws, and IRS letter rulings, subject to coordination with the City Attorney. 2001-79 5. UUT Business Detection: MMC will perform periodic compliance reviews of major utility providers and utilize other detection tools to verify whether such companies are doing business within the CITY, and then identify such possible non-complying companies to CITY staff for enforcement actions. MMC will assist the CITY in developing compliance correspondence and enforcement procedures. 6. OUT Pavment Calculations and Deviations: If the CITY provides MMC with regular and accurate OUT payment history (i.e., copies of all UUT remittances), MMC will identify to CITY staff possible gaps in payments, calculation mistakes, and other payment errors. MMC will assist the CITY in developing compliance correspondence and enforcement procedures. On request, MMC will provide the CITY, on a semi-armual basis, with a spreadsheet reflecting the CITY's UUT payments (based on remittance data provided by the CITY to MMC). B. Revenue Protection Services MMC will work cooperatively with LAW FIRM in providing the following revenue protection services designed to protect the CITY's existing and future OUT and utility franchise revenues: I. Statutorv Comoliance and Consulting Services a. Publication of Ordinance Requirements. Maintain an accurate copy of the CITY's UUT ordinance and its administrative rules and interpretations on the MMC Website, and otherwise assist the CITY in complying with Public Utilities Code 9 495.6. b. Tax Compliance Forms. Prepare model forms for exemption applications, UUT remittances, information requests, and other tax compliance documents. c. Access to Information. Assist the CITY staff in obtaining SB 278 lists, tax compliance information, exemption lists of utility service providers, and in determining the exempt status of utility customers pursuant to the exemption provisions of the CITY's UUT ordinance or federal excise tax law relating to telecommunications. 2. Ordinance Uodate and LegislativelRegulatorv Review Services a. OrdinanceIFranchise and Technology Update. Periodically review and propose updates to the CITY's Utility Users Tax ordinance and standard utility franchise agreements, by offering recommendations to address issues that may arise because of deregulation, litigation, changes in laws or regulations, the unbundling of traditional utility services, or the introduction of new technologies to provide utility services. b. State and Federal Legislation. Monitor proposed state and federal legislation to identify issues affecting the CITY's UUT or utility franchise revenues, and make appropriate recommendations, with the '. 2001-79 prior approval of the CEC, to the CITY, the League of California Cities, the National League of Cities and other lobbyists of California public agencies. c. Regulatory Agencies. Monitor proceedings at the various regulatory proceedings (e.g., California Public Utilities Commission, California Energy Cornmission, Federal Commerce Commission, Federal Energy Regulatory Commission) that affect the deregulation of the various utilities that are to be reviewed under this AGREEMENT and make appropriate recornmendations to the CITY and the CEC. d. Information Services. To accomplish the monitoring and review services in Section 4(B) above, the PROGRAM will provide the CITY with periodic newsletters, special communications, and legislative bulletins. MMC may also provide instruction to CITY staff through workshops and seminars on such subjects as industry deregulation, new technologies, complying with new utility-related legislation, and other timely subjects. C. MMC Does Not Provide Legal Services. It is agreed and understood MMC will provide no legal services that may be required under any of the PROGRAM activities described in this Agreement, but rather LAW FIRM will provide such legal services to the CITY. It is also acknowledged that in providing such legal services, LAW FIRM's client will be the CITY, and not MMC. 4. CITY-SPECIFIC AUDITS WITH PERFORMANCE-BASED FEE A. Scope of CITY-Specific Audits At any time during the term of this AGREEMENT, with the prior written consent of the CITY, MMC may perform a CITY-specific audit of a utility franchise or UUT payments from a specific utility, when the audit intends to focus on CITY-specific issues. See Section 6(C) below regarding compensation for CITY-specific audits. B. MMC's Responsibilities for CITY-Specific Activities 1. Work Plan Approval for CITY-Specific Activities. MMC will submit to CITY staff a proposed Work Plan for review and approval that will serve as the basis for CITY-specific compliance activities (e.g., CATV UUT or franchise review, gas or electric franchise review, or payment deviation from a specific utility). 2. CITY Approval of Discovery Actions. For City-specific activities, MMC will receive prior authorization from CITY staff to obtain and examine utility and customer records (hard copy and data format) necessary to assure compliance with the CITY's UUT ordinance through the use of administrative subpoenas, nondisclosure agreements, and other procedures required by the utility service provider as a condition of providing access to confidential customer information. 2001-79 3. MMC to Comolv with Local Laws. In performing the compliance review services described in this subsection, MMC agrees to abide by the provisions of the CITY's UUT ordinance, any administrative rules the CITY may adopt relating to such ordinance, and the confidentiality requirements of state law (Revenue and Taxation Code Section 7284.6-.7). Throughout the above process, MMC shall be available to meet with the CITY, utility service providers, or their customers to review any MMC findings or recommendations arising out of its compliance review activities for the CITY. 5. CITY's RESPONSIBILITIES To facilitate and maximize the effectiveness of the above compliance review activities, the CITY shall diligently assist MMC by performing the following: A. Necessary Information. The CITY will provide MMC, on a timely basis, with information necessary to conduct its compliance review activities including but not limited to: monthly UUT payment histories, exemption lists, and SB 278 gas and electric lists (including names of customers refusing to pay surcharges), and certified copies of the UUT ordinance and any subsequent amendments. B. Letter of Authorization. The CITY will provide a letter of authorization identifying MMC as an authorized agent of the CITY to perform utility users tax compliance audits, to receive and examine appropriate utility and customer records (hard copy and data format) necessary to assure UUT tax compliance, and to execute necessary nondisclosure agreements approved by the CITY. C. Legal Interpretations of Ordinance. Upon request by MMC and concurrence of the City Attorney, the CITY will provide MMC with appropriate legal and administrative interpretations of its UUT ordinance. It is agreed and understood that the CITY will retain the exclusive authority and responsibility to administer, interpret, and enforce its UUT ordinance, recognizing that the role of MMC and LAW FIRM is limited to employing their unique expertise and proprietary tools for: i) detecting and identifying errors/omissions by utility service providers or utility users in the application, calculation, collection, and/or remittal of UUT; and, ii) providing the CITY with technical assistance, without assuming or being delegated the authority or responsibility of the CITY to administer, interpret, and enforce its UUT ordinance and standard utility franchise agreements. 6. COMPENSATIONffERM A. Annual Fixed Fee I. Total Annual Fixed Fee. The CITY's total annual fixed fee for participating in the PROGRAM shall be the greater of: i) one-half percent (0.5%) of the total UUT revenues received by the CITY (excluding UUT revenues derived from CATV) based on the prior fiscal year, or ii) ten thousand dollars ($10,000). I. I 2001-79 2. Allocation of Annual Fixed Fee. It is understood and agreed that certain protective and legal services under the UUT Compliance and Protective Service Program, as described herein, will be provided by LAW FIRM to the CITY. In connection with these services, LAW FIRM will provide such services to the CITY, and not MMC, as the client. It is understood and agreed that compensation for all such services are included in the fee to MMC, and MMC shall pay to LAW FIRM the greater of one-eighth of one percent (0.125%) of the total UUT revenues or five thousand dollars ($5,000). At any time, LAW FIRM and MMC may, by mutual agreement, adjust their proportional share of said total annual fixed fee, provided that such parties shall provide prior written notice of such adjustment to the CITY. 3. Ouarterlv Pavments of Fixed Fee. Said annual fixed fee shall be paid in four equal quarterly payments with due dates of: March 31, June 30, September 30, and December 31. These quarterly payments are nonrefundable. The first quarterly payment shall be due on the next quarterly due date following the effective date of this Agreement. For purposes of compensation under this Section 6(A), the effective date of this Agreement shall be deemed to be January 1,2000. B. Compensation for Work Performed Prior to December 31,1999 1. Non-CATV Audit Work Performed Prior to December lL 1999. In addition to the annual fixed fee described in Section 6(A) above, MMC shall be entitled to performance-based compensation for "additional revenues" that the CITY receives for reporting periods prior to and through December 31, 1999 as a result of the utility users tax program of MMC, or its predecessor Municipal Resource Consultants (hereinafter referred to as "MRC"). Accordingly, the CITY shall pay MMC twenty-five percent (25%) of the additional revenues, including interest and penalties, that MMC is able to reasonably substantiate has resulted from its CITY -specific compliance review activities. Said 25% applies to the additional revenues received by the CITY for the first twelve quarters following the correction of the error/omission. In addition, MMC may seek to recover all revenue due the CITY from prior periods, if any. In that case, MMC will also receive 25% of any retroactive recovery. Any "additional revenues" that the CITY receives for reporting periods after January 1,2000, as a result of work performed by MMC/MRC prior to that date (other than CITY-specific CATV audit work) shall not be subject to the performance-based compensation of this or any prior agreements. MMC/MRC hereby specifically waives any right to such compensation for reporting periods after January I, 2000 as consideration for the CITY entering into this AGREEMENT for a minimum of twenty-four (24) months. 2. CITY-Specific CATV Audit Work Performed Prior to December lL 1999. MMC shall be entitled to performance-based compensation for "additional revenues" derived from past CITY-specific CATV audit work performed prior to December 31,1999, that the CITY receives at any time. The CITY shall pay 2001-79 MMC twenty-five percent (25%) of the additional revenues, including interest and penalties, that MMC is able to reasonably substantiate has resulted from its CITY -specific compliance review activities. Said 25% applies to the additional revenues received by the CITY for the first twelve quarters following the correction of the error/omission. In addition, MMC may seek to recover all revenue due the CITY from prior periods, if any, upon prior approval of CITY. In that case, MMC will also receive 25% of any retroactive recovery. C. Performance-Based Compensation for City-Specific Audit Services 1. With respect to a CITY-specific audit, including a CATV UUT/franchise audit referred to in Section 4(A) above, MMC shall be entitled to additional compensation in the event that MMC's compliance review activities result in the CITY receiving additional revenues from such CITY-specific audit activity. Accordingly, the CITY shall pay MMC twenty-five percent (25%) of the additional revenues, including interest and penalties, that MMC is able to reasonably substantiate has resulted from its CITY -specific compliance review activities. Said 25% applies to the additional revenue received by the CITY for the first twelve quarters following the correction of the error/omission. In addition, MMC may seek to recover all revenue due the CITY from prior periods, if any. In that case, MMC will also receive 25% of any retroactive recovery. 2. Notwithstanding subsection (1) above, nothing herein shall prohibit the parties from entering into a written agreement on compensation for CITY -specific audit services on a fixed fee or any other separately negotiated basis. 3. In the event that any legal services from LAW FIRM are required in connection with a CITY -specific requested audit, the cost of such services to the CITY shall be paid by MMC, and MMC shall disclose to the CITY the financial arrangement between MMC and LAW FIRM regarding the payment of such costs. D. CITY's Obligations Regarding the CITY-specific compliance review activities of MMC in Sections 4 and 6(C) above, the CITY agrees to: I. Invoice the responsible party for tax deficiencies (plus interest and penalties if applicable) identified and confirmed by MMC within thirty (30) days following receipt and CITY approval ofMMC's detection report or correspondence; 2. Provide MMC with a copy of any settlement agreement with a taxpayer/tax collector within ten (10) days of entering into such agreement; and, 3. Notify MMC within thirty (30) days following receipt by the CITY of payments (cash, installment, or other compensation directly benefiting the CITY) of such tax deficiencies, whether invoiced or not. Upon receipt of such notice, MMC will promptly invoice the CITY. MMC's compensation is due and payable within thirty (30) days of the CITY's receipt and the City's acceptance of 2001-79 MMC's invoice. E. MMC Expenses MMC shall absorb all expenses incurred by MMC in providing its services as described herein. These expenses include items such as employee salaries and benefits, insurance, airfare, auto rentals, meals, lodging, Federal Express, mail, telephone, copying, directories, on-line resources, and other overhead and miscellaneous expenses. 7. TERMINATION OF AGREEMENT A. Either the CITY or MMC may terminate this AGREEMENT, by thirty (30) days prior written notice as provided in this Section. B. If the CITY terminates this AGREEMENT at any time within twenty-four (24) months following the effective date of this AGREEMENT, the CITY shall nevertheless pay MMC eight (8) quarterly payments from the commencement of the AGREEMENT to compensate MMC for its waiver of fees for past services rendered and additional revenues received by the CITY, as described in the second paragraph of Section 6(B)(1). MMC shall also be entitled to additional compensation as described in Section 7(C). C. Upon termination by either party ofthe AGREEMENT as provided herein, MMC shall be entitled to retain any fees it may have received from the CITY pursuant to Sections 6(A) and 7(B) of this AGREEMENT. In addition, MMC shall be entitled to payment according to the terms of Section 6(B) and (C) for all additional revenues, including interest and penalties, that MMC is able to reasonably substantiate resulted from its compliance review activities pursuant to Section 6(B) and (C) during the term of the AGREEMENT. Within thirty (30) days following termination, MMC shall provide the CITY with a list of detections of non-compliance resulting from the compliance review activities of MMC. The CITY shall, in good faith, diligently seek to: i) correct such detections determined by MMC prior to the date of termination; and, ii) collect the additional revenues that are due the CITY and MMC for past periods and for the 12 quarters going forward following the correction, even though the date of actual correction may occur after the termination date. MMC shall assist the CITY in this correction/collection effort, if so requested by the CITY. 8. OTHER GENERAL PROVISIONS In addition to the above provisions, the parties also agree to be bound by the general provisions as set forth in Attachment "A" of this AGREEMENT, which are by this reference incorporated herein. In the event of disagreement between the specific provisions of this AGREEMENT and the general provisions, the specific provisions of this AGREEMENT shall prevail. EXECUTED as of the day and year first above stated. 2001-79 .' Date: MR-IL- '9, ;200 \ MBIA Muniservi: C7.1 Resource Consultants By:~OI Title: Pre.:;idf"+ d ('F() - Date: 5/'J.9/ol , . .' 2001-79 ATTACHMENT "A" GENERAL PROVISIONS I. Independent Contractor. At all times during the tenn of this Contract, MMC shall be an Independent Contractor and shall not be an employee of the CITY. The CITY shall not have the right to control the means by which MMC accomplishes services rendered pursuant to this Agreement 2. Liabilitv. The CITY shall not be called upon to assume any liability for direct payment of any salaries, wages, or other compensation to any ofMMC's personnel or subcontractors perfonning services hereunder for the CITY, or any liability other than provided for in this Agreement The CITY shall not be liable for compensation or indemnity to any MMC employee or subcontractor for injury or sickness arising out of his /her employment, or for any negligent actions ofMMC or its employees. All persons employed in the perfonnance of such services and functions shall be employees of MMC, and as such shall not, for any purposes, be considered employees of the CITY and therefore shall have no right to any CITY benefits, civil service, or other CITY employment status. 3. Insurance. A. Public Liabilitv. During the tenn of this Agreement, MMC shall maintain in full force and effect a policy of public liability insurance with minimum coverages as follows: $1,000,000 for injury to one person in anyone occurrence and $1,000,000 in the aggregate; and $50,000.00 for property damage. MMC shall cause the CITY, its officials and employees to be named as insureds on all liability policies described above with respect to: (1) activities perfonned for the CITY by or on behalf of the named insured, (2) products and completed operations of the named insured, and (3) premises owned, leased or used by the named insured. CITY shall be provided with at least thirty (30) days prior notice if there is a tennination or material change to such coverages affecting the CITY. B. Worker's Compensation. During the tenn of this Agreement, MMC shall fully comply with the tenns of the law of the CITY concerning worker's compensation. Said compliance shall include, but not be limited to, maintaining in full force and effect one or more policies of insurance insuring against any liability MMC may have for worker's compensation. 4. MMC Not Agent Except as the CITY may specify in writing, MMC shall have no authority, express or implied, to act on behalf of the CITY in any capacity whatsoever as an agent MMC shall have no authority, express or implied, pursuant to this Agreement to bind the CITY to any obligation whatsoever. 5. Assignment Prohibited. No party to this Agreement may assign any right or obligation pursuant to this Agreement Any attempt of purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect 6. Nondiscrimination. MMC shall not discriminate, in any way, against any person on the basis of race, sex, color, religion, sexual orientation, disability, ethnicity, or national origin, in connection with or related to the perfonnance of this Agreement. 7. Reports. Charts or Other Products. All reports, charts and other products produced by MMC and delivered to the CITY are the property of the CITY. 8. CITY Representative. The Mayor or her designee is the representative of the CITY and will administer this Agreement for the CITY. 9. Indemnitv and Hold Harmless. MMC shall indemnify and hold harmless the CITY, its officers, employees, and agents, from and against all actions, damages, claims, or losses, which are in the nature of personal injury, physical property damage, or intentional torts, and which allegedly arise out of or are caused by MMC's negligent or intentional conduct in the perfonnance ofMMC's work under this Agreement . .~. . . , .. 2001-79 10. Waiver of Breach. No waiver of the breach of any ofthe covenants, agreements, restrictions or conditions of this Agreement by any party hereto shall be construed to be a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement. No delay or omission of any party hereto in exercising any right, power or remedy herein provided in the event of default shall be construed as a waiver thereof, or acquiescence therein, nor shall the acceptance of any payments made in a manner or at a time other than as herein provided be construed as a waiver of or variation in any of the terms of this Agreement. 11. Interest. Unless the CITY requests in writing additional information regarding the billing or otherwise disagrees with the billing, the CITY shall pay MMC within thirty (30) days of receipt ofMMC's billing, or from the date of agreement on the billing in the event of a written request. Any payment received after such time period shall accrue monthly interest of three-quarters percent ('1.%). 12. Whole and Entire Agreement. This AGREEMENT, and any attachments hereto, contains the whole and entire agreement of the parties hereto and correctly sets forth the rights, duties and obligations of each to the others as of its date with regard to the provision of utility users tax services described herein. This AGREEMENT, and any attachments hereto, shall supersede any and all prior agreements entered into by the parties relating to the provision of utility users tax compliance services by MMC, or its predecessor Municipal Resource Consultants (MRC). 13. Legal Interoretations. For purposes of this Agreement, the City Attorney's opinion concerning the interpretation of local ordinances and the legal rights, duties, and obligations of the CITY regarding collection of taxes under State and local law shall be controlling. 14. CITY's Determination Final. Whenever the City Council or a CITY Officer is empowered under State or local ordinance to make a determination as to whether or not a tax assessed against a taxpayer is due, for purposes of this Agreement that determination shall be fmal and binding on the parties hereto. 15. Confidentiality. MMC agrees that it shall keep all information it receives concerning CITY taxpayers confidential and shall use it solely for tax compliance purposes. Services performed by MMC prior to termination may result in the CITY's receipt of revenue after termination. This receipt of revenue entitles MMC to payment from the CITY even after expiration of contract or termination. The CITY agrees to provide to MMC after expiration or termination of this Agreement such confidential payment information as is necessary to enable MMC to calculate the compensation due to MMC as a result of said receipt of revenue and MMC shall maintain the confidentiality of this information. Therefore, MMC shall be deemed a contractor under Revenue and Taxation Code Section 7284.6 - .7 after expiration of contract or receipt of notice of termination from the CITY for the sole and limited purpose of enabling MMC to have access to said information to calculate compensation. 16. Notices. Any notice to be given from one party to the other pursuant to this Agreement shall be deposited with the United States Postal Service postage prepaid and addressed as follows: To CITY: CITY ADMlNISTRA TOR CITY OF SAN BERNARDINO 300 North D Street San Bernardino, CA 92418 To MMC: Grnnr8rtmhntt Monica keller MBtA-MtmiServices-eo~IA MuniServices Company ~~7~.~n~~YrnTRomtlndependence Square West Strite-233 Suite 507 We>tilrl<evttrnge;-e,o.-n3Ui Philadelphia, PA 19106 Nothing in this Paragraph shall be construed to prevent the giving of notice by personal service.