HomeMy WebLinkAboutC-4312 - Contract Governing Access to Confidential Taxpayer Data Related to Certain Claims of the City Under the Bradley-Burns Local Sales and Use Tax Law,J
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. CONTRACT GOVERNING ACCESS TO CONFIDENTIAL TAXPAYER DATA
RELATED TO CERTAIN CLAIMS OF THE CITY OF NEWPORT BEACH UNDER THE
BRADLEY -BURNS LOCAL SALES AND USE TAX LAW
Pursuant to Council authorization, the City of Newport Beach ( "City") has retained the law firm
of Holland & Knight, LLP ( "H &K ") to provide it with advice and representation in connection
with the Citys claims against the California State Board of Equalization ( "SBOE "), which are
presently pending before the Superior Court of the State of California for the City and County
of San Francisco in its Case No. CPF -09- 509234 (the "Lawsuit ").
In order to provide effective advice and representation to the City in the Lawsuit, it is necessary
for H &K, acting through certain of H &K's lawyers, staff and consultants, to have access to all
confidential information and data gathered by the City s sales tax consultant, MuniServices, on
the City's behalf, as well as all information in the possession, custody or control of the SBOE or
others pertaining to the ascertainment of the sales and use taxes that are the subject of the
Lawsuit. These data relate to the City's claims in the Lawsuit, which derive from retail sales
transactions conducted by various retailers in the City.
Section 7056(b) of the California Revenue and Taxation Code ( "RTC ") provides that access to
such confidential data by any person other than an employee or officer of a city is conditioned
upon there being an existing Resolution by the city designating the person to examine the
records, data and other information and certifying that the individual meets the conditions
specified in RTC Section 7056(b)(1), including the requirement of RTC Section
7056(b)(1)(A),that there be an existing contract with the city to examine the sales and use tax
records that meets all requirements of RTC Section 7056(b)(1), subdivisions (A) through (D).
The City and H &K wish to enter into a Contract complying with the legal requirements
described in RTC section 7056.
Therefore, H &K and the City do hereby further agree as follows:.
1. In connection with its representation of the City, the law firm of Holland & Knight LLP
( "H &K ") (acting through certain of its partners, associates, employees and consultants whose
identities shall be set out in a list maintained by the City Attorney) is hereby authorized to
examine all confidential records and data of the State Board of Equalization, includirut not
limited to records and data available through Muni Services, pertaining to the ascertainment of
the sales taxes and use taxes collected or to be collected by the State Board of Equalization
that relate to the claims that are the subject of the Lawsuit.
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2. H &K and its partners, associates, employees and consultants will disclose any
information contained in, or derived from, those sales and use tax records only to: (i) officers,
employees or other duly authorized representatives of the City; or (ii) parties in the Lawsuit and
the Court in the Lawsuit, but only to the extent reasonably necessary in order to pursue the
Lawsuit on behalf of the City and only to the extent authorized by the Court in the Lawsuit.
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3. H &K will ensure that each of its partners, associates, employees and consultants who
will have access to confidential sales and use tax records has done each of the following prior
to, and as a condition of, access to such records: (a) Read this Contract; (b) Signed the list of
H &K personnel who will be provided with access to confidential sales and use tax records and
information pursuant to this contract; (c) Acknowledged through such signature on the City
Attorney's list that he or she is bound by this Contract and by the legal requirements of RTC
section 7056 with respect to the confidentiality of sales and use tax records; and (d) Agreed
though such signature, to the extent that such agreement is not prohibited by Rule 1 -500 of the
California Rules of Professional Conduct, not to provide California state sales and use tax
consulting services to any retailer during the term of this Contract.
4. H &K will return or (at the Citys request) ensure the destruction of all sales and use tax
documents disclosed pursuant to this Contract, as well as all other documents containing
information derived from those sales and use tax documents, prior to the termination of this
Contract.
5. This Contract shall terminate ninety (90) days after H &K ceases to advise or represent
the City in connection with the Lawsuit or any subsequent appellate or administrative
proceedings concerning the City's claims that are the subject of the Lawsuit, unless the parties
otherwise agree in writing. H &K and its personnel who have been provided with confidential
sales and use tax records and information pursuant to this contract shall not retain in their files
or in any other document the confidential state sales and use tax information to which they
have received access after this contract has terminated.
6. This contract may be amended only in writing signed by the parties hereto.
[SIGNATURES ON FOLLOWING PAGE]
In witness whereof, Holland & Knight LLP and the City have executed this Agreement as of
this t 7 1,day of , / , 2009.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
By: C.
Aa on C. Harp,
Assistant City Attorney
ATTEST:
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By: r 0r
Leilani Brown,
City Cier
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CITY OF NEWPORT BEACH
A Municipal Corporation
By:
Edward b. Selich, Mayor
HOLLAND & KNIGHT, LLP
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