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HomeMy WebLinkAboutItem 4.5 Sales Tax Audit (2) CITY OF DUBLIN AGENDA STATEMENT MEETING DATE: November 25, 1991 SUBJECT : Report on sales tax audit EXHIBITS ATTACHED : 1 . Proposed Resolution approving the first amendment to the agreement between the City and Hinderliter DeLlamas and Associates (consultant) . 2. The proposed amendment to the agreement between the City and Consultant. 3. Current agreement with Hinderliter DeLlamas and Associates dated August 14, 1989. RECOMMENDATIONS 1 . Review amendment to the agreement 2. Authorize staff to amend the contract with /"� j>'Hinderliter and DeLlamas to conduct a sales tax 7,t audit. 3. Appropriate the necessary amount to pay for the audit from new found revenues that are generated from the audit. FINANCIAL STATEMENT: Because the audit fee for the contract with Hinderliter and DeLlamas is based upon previously unidentified retail transactions, no estimate for the new found revenue is available at this time. Staff will provide the Council with updates on the results of the audit as they become available. Should the audit produce no new sales tax revenues to the City, there will be no consultant expenses incurred. DESCRIPTION: The City Council directed the Finance Department to prepare a report on the feasibility of generating new revenues through the use of a sales tax `audit' . This report was originally scheduled to be completed by 1990, but Council allowed an extension of the deadline in order to integrate the information gathered from the City's new business licensing program. BACKGROUND: After reconciling the sales tax report with the business license file, it was determined that there were eight businesses that should, but did not have sales tax permits (this determination was based upon information submitted on the license application forms). It was also determined that there were 54 businesses that have both a sales tax permit and a City business license permit, but were not reporting sales tax transactions for the City of Dublin. This signified that though these entities continue to conduct retail business in Dublin the taxable sales transactions are being credited to some other agency. The staff provided the State Board of Equalization with both lists of these businesses along with their location addresses. The District Office will in-turn contact those businesses and when appropriate will require that each business file necessary sales tax permit forms, which will assure that Dublin will receive the revenue from taxable sales activities of those businesses. CITY CLERK ®. FILE 161 0 0 3 0 INTENT OF SALES TAX AUDIT: The main reason for conducting a sales tax audit is to increase sales tax revenues from non-reporting businesses. There are two paths available to achieve that result: 1) . one path allows the City to identify small retail businesses located in Dublin that do not report sales taxable transactions that are taking place in Dublin, and 2) . the second path results in the identification of businesses with branch activity in Dublin but with headquarters offices located outside Dublin. The purpose of the second path is to make sure that those branch businesses are reporting Dublin sales properly so that the City receives the sales tax revenues from those sales originating in Dublin. The City Staff has performed the reconciliation necessary to identify the locally based businesses that were either not reporting or improperly reporting taxable sales transactions. The staff does not have the tools, to undertake the work identified in the second path. A consultant firm with access to a state wide data base must be used to locate branch offices that are transacting business in Dublin. This part of the audit work consists mostly of comparing Dublin's sales-tax-generators to the sales-tax-generators in all other California cities. According to Hinderliter and DeLlamas, 80% of this audit work is accomplished by the consultant's staff pouring through reams of computer reports at their office looking for common sales tax generators that are not identified on the State Sales Tax Reports as doing business in Dublin. This is done to identify the businesses most likely transacting sales activities in Dublin, that might also be improperly crediting those sales tax transactions to another agency. The rest of the audit work is a combination of phone calls and letters requesting answers to the questions about point-of-sales, followed by a canvassing of the businesses in Dublin that do not respond to either the letters or the phone calls. SURROUNDING CITIES: The Cities of Livermore and Pleasanton have used the consulting firm of Hinderliter and DeLlamas to perform sales tax audits. The amount of new sales tax revenues generated in these two cities has been estimated at between $100,000 and $400,000 respectively for the two cities for the period under audit. This represents an approximate increase of between 2 and 4% of their sales tax revenues. But these results are due to the fact that, neither of those two cities attempted to reconcile tax reports against business license files before using the consultants for their sales tax audits. FEES FOR A SALES TAX AUDIT: The contractor will be paid 15% of any new sales tax revenues that Dublin receives that are the direct result of the audit work. Though the fees for the audit begin at the commencement of the audit work and continue for a period of eight quarters, it is likely that the City will not pay any fees until the last quarter of this fiscal year. RECOMMENDATION: Since the proposed audit will potentially generate additional revenues that the City would otherwise be unable to identify it is staff's recommendation that the Council authorize the expansion of the existing contract with Hinderliter and De Llamas to allow them to conduct the sales tax audit. RESOLUTION NO. -91 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - APPROVING AN AMENDMENT TO AGREEMENT BETWEEN THE CITY OF DUBLIN AND HINDERLITER, DELLAMAS AND ASSOCIATES, CONSULTANTS WHEREAS, the City Manager has presented an agreement entitled "FIRST AMENDMENT TO AGREEMENT BETWEEN CITY OF DUBLIN AND HINDERLITER, DE LLAMAS, AND ASSOCIATES" ; and WHEREAS, said amendment is attached hereto, marked as Exhibit A, and by reference is considered part of this resolution; and WHEREAS, the City Council is familiar with the provisions of said agreement. NOW, THEREFORE, BE IT RESOLVED THAT the City Council does hereby approve said amendment to the agreement and authorizes the City Manager to execute said agreement (Exhibit A) . PASSED, APPROVED AND ADOPTED this 25th day of November, 1991 . AYES: NOES: ABSENT: ABSTAIN: Mayor City Clerk NOV-20—'91 WED 17: 16 ID:NEYERb HHVE t] HL ItL 111U:41J/�Z)l—C4401 DRAFT FIRST AMENDMENT TO "AGREEMENT FOR BALES TAX ANALYSIS, AUDIT AND INFORMATION SERVICES" BETWEEN CITY OF DUBLIN AND RINDERLITER, DE LLAMAS AND ASSOCIATES The Agreement between the City of Dublin and Hinderlitex, de Llamas and Associates, dated August 14, 1989, entitled "Agreement for Sales Tax Analysis, Audit and Information Services" (hereafter "Agreement") is hereby amended as follows: SECTION 1: Subparagraph 7 is added to Paragraph A of section I, SERVICES, of the Agreement, to read as follows: 117. Pursuant to section I A6 of this Agreement, Contractor shall perform the following services: a. Contractor shall conduct a sales tax audit in order to generate previously unrealized gales and use tax income for the City. The sales tax audit shall include those steps set forth in items (a) to (e) in Section I A6 of the Agree- ment. The sales tax audit shall be completed no later than , 1992. b. Contractor shall prepare and submit to the Board of Equalization all information necessary to correct any allocation errors that are identified pursuant to the sales tax audit and shall follow up with the individual businesses and the State Board of Equalization to ensure that all back quarter payments due the City are recovered. Copies of all correspondence between Consultant, individual businesses, and State Board of Equalization shall be provided to the City. C. If, during the course of the sales tax audit, Contractor identifies businesses located in the City that are properly reporting sales tax but have the potential for modifying their opera- tions to provide an even greater share of sales tax to the City, Contractor will work with those businesses and the City to encourage such changes. " 11.20,97 114\agree\hindrltr.9w HUV_2W "i1 wtu 1r: 10 iL•iIL_ DRAFT SECTIQU-2,L Paragraphs C and D are added to Section III, CONSIDERATION, of the Agreement to read as follows: "C. Contractor shall be paid 15% of all new sales and/or use tax revenues received by City as a result of the sales tax audit performed by Contractor (hereafter referred to as "audit fees") pursuant to Subpara- graph 7 of Paragraph A of Section I. "Now sales and/or use tax revenues" shall include only amounts determined by City, as set forth below, to be attri- butable to the performance by Contractor of the sales tax audit. Audit fees shall be calculated as follows. The audit fee shall be payable for the first eight quarters following completion of the audit. The audit fees shall be equal to the difference between the sales and use tax receipts of the business for the corresponding quarter during the year preceding the Completion of the audit and the sales and use tax receipts for the quarter for which fees are sought. Notwithstanding the foregoing, no audit fees shall be payable unless (1) the City, at its sole discretion, determines that the new sales and/or use tax revenues are attributable to the performance by Contractor of the sales tax audit, and (2) the Contractor has provided City with documentation from the state Board of Equalization of a State Fund Transfer or to useh tax account thef City Chas of the new Asa and/or received the sales and/or use tax revenues for which the audit fee is claimed. Contractor shall submit to City an itemized quarter- ly invoice showing all formula calculations for amounts claimed due for audit fees, together with evidence of agreement by the State Board of Equali- zation to make changes in allocation formulae and evidence of receipt by City of new sales and/or use tax revenues, for approval by the city. City shall approve or disapprove items on such invoice within 30 days of receipt of the invoice. The audit fees approved by City shall be paid within 15 days of City approval. Contractor shall obtain City approval prior to beginning the work of correcting tax reporting methodology or "point of sale" for specific businesses where payment of the audit fee will be Claimed. Said approval shall be accomplished by the City Manager or his designated representative on the Sales Tax Audit Authorization form, a copy of which is attached as ' Exhibit A. ' -2- 11.20.91 114\s9ree\hindrltr.e NOV-20-'91 WED 17: 17 ID:MEYERS NAVE ET AL TEL NO:415i351-4481 #130 PO4 DRAFT D. The sum specified in Paragraph C above shall con- stitute full reimbursement to Contractor for all direct and indirect expenses incurred by Contractor in performing the sales tax audit specified in Subparagraph 7 of Paragraph A of Section I including such expenses as the salaries of Contractor's employees and travel expenses connected with contacting local and out-of-state businesses and Board of Equalization representatives. " SECTION 3 ; Section IV, CITY MATERIALS AND SUPPORT, of the Agreement is amended to read as follows; "City shall adopt a resolution in a form acceptable to the State Board of Equalization and in compliance with Section 7056 of the Revenue and Taxation Code authorizing Contractor to examine the confidential sales tax records of City. City further agrees to provide any information or assistance that may readily be available, such as business license records within the City, and to provide Contractor with proper identification for contacting businesses. City further agrees to provide copies of the monthly allocation reports received for the most recent five quarters from the execution of this Agreement and to continue to provide copies of future monthly alloca- tion reports on computer readable magnetic media until such time as all audit adjustments have been completed by the State Board of Equalization and percentage reim- bursements due the Contractor have been paid. " SECTION 4 ; Section V, TERMINATION, of the Agreement is amended to read as follows: "This Agreement may be terminated by either party by giving 30 days' written notice to the other of such termination and specifying the effective date thereof. Upon the presentation of such notice, . Contractor may continue to work through the date of termination. Upon termination as provided herein, Contractor shall be paid the value of tax analysis and reporting work performed less payments previously made by City. Compensation for any sales tax audit work previously authorized and satis- factorily performed shall be made in the manner and at the times provided in the section entitled 'Considera- tion' . " 11.20.91 114\&9r*e\hindrltr.w NOV-20`9i WED 1'(: 1 ( 1J:I'ItiLMz) "'"vu- L- n" DRAFT All documents, data surveys and reports prepared by Contractor pursuant to this Agreement shall be considered the property of the City, and upon payment for services performed by Contractor, such documents and other identified materials shall be delivered to City by Contractor. " Except as expressly amended herein, the Agreement shall remain in full force and effect. CITY CONTRACTOR CITY OF DUBLIN HIHDERLITER, de LLAMAS & ASSOCIATES, a California corporation Mayor By: Attest: As Its: city Clerk Approved as to form: City Attorney -4- 11.20.91 114\AOree\hindrltr.ame EXHIBIT A Sales Tax Audit Work Authorization No. The following business or businesses, located in the City of Dublin, have been identified as having the potential for generating additional sales tax revenue to the City of Dublin. Consultant is hereby authorized to contact the given business(s) and the State Board of Equalization to verify the accuracy of the current reporting methodology and obtain the necessary documentation for the Board of Equalization, to modify allocation formulas, and to return previous misallocated revenue that may be due to City. Consultant compensation shall be 15% of the new sales and/or use tax revenue received by the City as result of audit and recovery work performed by Consultant, as set forth in the Agreement between Consultant and City dated 1991. CITY OF DUBLIN By: City Manager Date HINDERLITER, DE LLAMAS AND ASSOCIATES By: Date AGREEMENT FOR SALES TAX ANALYSIS, AUDIT AND INFORMATION SERVICES This agreement is made and entered into as of this 1— day of . ' , 1.989 by and between the City of Dublin, a U reinafter �called CITY, and HINDERLITER, municipal corporation he DE LLAMAS AND ASSOCIATES a California Corporation, hereinafter called CONTRACTOR. RECITALS WHEREAS, sales tax revenues can be increased through: a system of continuous monitoring, identification and correction of "point of sale" allocation errors and; WHEREAS, an effective program of sales tax management will improve identification of sales tax opportunities as they relate to economic development and provide for more accurate sales tax forecasting; and WHEREAS, City desires the combination of data entry, report preparation, and data analysis necessary to effectively manage the municipal sales tax base; and WHEREAS, Contractor has the programs , equipment and personnel required to deliver the sales tax services referenced herein; THEREFORE, City and Consultant, for the consideration hereinafter described, mutually agree as follows : 1 I . SERVICES The Contractor shall perform the following services: A. Sales tax and economic analysis 1 . Contractor shall establish a special data base that identifies the name, address and quarterly allocations of the major sales tax producers within the City for the most current and previous four quarters from the date of this agreement. Major sales tax producers are defined as those businesses meeting a quarterly revenue threshold determined by City. Since 100% of the business outlets registered with the Board of Equalization are tracked monthly, this major producers data base is designed to highlight the activities of major businesses . A second data base covering the same period will be established showing total sales tax receipts for each business category identified by the Board of Equalization. These data bases will be utilized to generate special reports to the City on: major sales tax producers by rank and category, analysis of sales tax activity by category and business districts or redevelopment areas specified by City, analysis of reporting aberrations , and per capita and outlet comparisons with state wide sales. 2 . Contractor shall provide up-dated reports each quarter identifying changes in sales by major outlets and by category; area growth and decline comparisons; and current graphics, tables and top 100 listings of sales tax revenue 2 generators. Quarterly aberrations due to State audits, fund transfers, and receivables along with late or double payments will be identified. 3 . Contractor will additionally provide an analysis at least once a year for the City and/or its Redevelopment Agency to share with Chambers of Commerce and other economic development interest groups that analyze City' s sales tax trends by major groups, and geographic areas without disclosing confidential information. 4 . Contractor will provide annual reports for the Manager and City Council identifying historical growth comparisons with state, county, selected city averages and C.P.I . indices; top producer listings and make up and volatility of the economic base. Annual reconciliation work sheets to assist Finance officers with budget forecasting will also be provided. 5 . Contractor shall make available to City Staff the HdL DATA computer program and data base containing sellers permit information for all in-city business outlets registered with the Board of Equalization. In addition, Contractor shall process for City the monthly registration and allocation files provided by the Board in magnetic* media. Printouts of registration changes and dollars allocated by business name and number will be provided from these files on a monthly basis. 3 6 . Only after receiving specific written authorization from City, the Contractor shall undertake the sales tax audit. The fees for this additional service shall be negotiated at that time . The sales .tax audit shall include at a minimum: a. the monitoring and correcting of transposition errors, and erroneous consolidation of multiple outlets; b. the reporting and correcting of "point of sale" from the wrong location; c. identifying and rectifying delays in reporting new outlets; d. the correction of the wrongful identification of transactions as a "use tax" rather than a sales tax" , and e. the recognition of the erroneous fund transfers/adjustments . Contractor will be responsible for initiating contacts with appropriate accounting officials, etc. in businesses where the probability of error exists that current tax receipts differ from sales tax reporting; any such contract shall be made in a manner to encourage the business to remain and grow in Dublin. All necessary contact with the Board of Equalization to correct allocation errors that are identified and all necessary follow-up work shall be the responsibility of the Contractor. B. On Going Consultation Contractor shall work with City and City Redevelopment Agency Staffs on questions related to tenant mix alternatives for maximum sales tax returns; and if the City should establish a business license ordinance, Contractor will advise City business license staff on utilization of reports to enhance business 4 license collection efforts; provide sales tax projections on specific projects for redevelopment negotiation and city budget purposes; and provide sample reports, letters and programs to enhance the sales tax base through improved economic development efforts. II . CONFIDENTIALITY Section 7056 of the State of California Revenue and Taxation code specifically limits the disclosure of confidential taxpayer information contained in the records of the State Board of Equalization. ` This section specifies the conditions under which a City may authorize persons other than City officers and employees to examine State Sales and Use Tax records. The following conditions specified in Section 7056 (b) , (1) of the State of California Revenue and Taxation Code are hereby made part of this contractual agreement. A. Contractor is authorized by this agreement to examine sales and use tax records of the Board of Equalization provided to City pursuant to contract under the Bradley-Burns uniform Sales and Use Tax Law. B. Contractor is required to disclose information contained in, or derived from, those sales and use tax records only to an officer or employee of the City who is authorized by resolution to examine the information. 5 C. Contractor is prohibited from performing consulting services for a retailer during the term of this agreement. D. Contractor is prohibited from retaining the information contained in, or derived from those sales and use tax records , after this agreement has expired. Information obtained by examination of Board records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the City as set forth by resolution adopted pursuant to Section 7056(b) of the Revenue and Taxation Code. The resolution shall designate the Contractor as a person, authorized to examine sales and use tax records and certify that this agreement meets the requirements set forth above and in Section 7056 (b) , (1) of the Revenue and Taxation Code. III . CONSIDERATION A. Contractor shall establish the sales tax and audit data bases and shall provide the monthly and quarterly updates referenced above for a fee of $400 . 00 per month, invoiced quarterly. B. Above sum shall constitute full reimbursement to Contractor for all direct and indirect expenses incurred by Contractor including the salaries of Contractor' s employees, and travel expenses . 6 IV. CITY MATERIALS AND SUPPORT City shall adopt a resolution in a form acceptable to the State Board of Equalization and in compliance with Section 7056 of the Revenue and Taxation Code, authorizing Contractor to examine the confidential sales tax records of City. City further agrees to provide any information or assistance that may readily be available such as business within the City and copies of the monthly sales tax allocation reports received from the Board of Equalization. V. TERMINATION This agreement may be terminated by either party with 30 days written notice. Upon the presentation of such notice, Contractor may continue to work through the date of termination. Upon termination, Contractor shall be paid the value of all tax analysis and reporting work performed less payments previously made. All documents , data, surveys and reports prepared by Contractor pursuant to this agreement shall be considered the property of the City and upon payment for services performed by Contractor, such documents and other identified materials shall be delivered to City by Contractor. 7 VI . INDEPENDENT CONTRACTOR Contractor shall perform the services hereunder as an independent contractor and shall furnish such services in his own manner and method, and under no circumstances or conditions shall any agent, servant, or employee of Contractor be considered as an employee of City. The general provisions, attached hereto as Exhibit A, are incorporated herein. VII . NON-ASSIGNMENT This Agreement is not assignable either in whole or in part by Contractor without the written consent of City. VIII . ATTORNEY' S FEES In the event a legal action is commenced to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorney' s fees. IX. GOVERNING LAW The laws of the State of California shall govern the rights , obligations , duties and liabilities of the parties to this agreement and shall also govern the interpretation of this agreement. 8 X. INDEMNIFICATION Contractor hereby agrees to, and shall hold City, its elective and appointive boards, officers , agents and employees, harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for breach of confidentiality or property damage which may arise from Contractor' s negligent acts , errors or omissions under this Agreement. Contractor agrees to and shall defend City and its elective and appointive boards , officers, agents and employees from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid negligent acts , errors or omissions . City hereby agrees to, and shall hold Contractor, its officers, agents and employees, harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for breach of confidentiality or property damage which may arise from City' s negligent acts, errors or omissions under this Agreement. City agrees to and shall defend Contractor and its officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid negligent acts , errors or omissions . XI . NOTICE All notices required by this Agreement shall be given to City and Contractor in writing, by first class mail postage prepaid, addressed as follows: 9 City: City Manager City of Dublin P.O. Box 2340 Dublin, California 94568 Contractor : HINDERLITER, DE LLAMAS, & ASSOCIATES 150 West First Street, Suite 280 Claremont, California 91711-4139 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf . CITY; CITY OF DUBLIN City Manager City`�C lerk`' G CONTRACTOR; HINDERLITER, DE LLAMAS & ASSOCIATES A California Corporation .PROVED AS TO FORM: /1 J City Attorney 10 EXHIBIT A GENERAL PROVISIONS 1 , INDEPENDENT CONTRACTOR• all times during and shall not Agreement , Conau Cant sh City . City shall have the right to control be an employee of Consultant only insofar as the results of Cr, Citynshallenotchave the rendered pursuant to this Agreement ; however , right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement . z , LICENSES ; PERMITS ; ETC . Consultant represents and warrants toCity that he has all icenses , permits , qualifications and approvals whatsoever nature which are legally required for Consultant to practice his profession . sents and effect at that Consultant shall , at h permits , and all times during the term of this Agreement any licenses , p approvals which are legally required for Consultant to practice his profession . 3. TIME. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of Consultant ' s obligations pursuant to this Agreement . Time is the essence of this Agreement. 4 . INSURANCE . (a) public Liability andtP�°game of taeeConsultants and athe sCity take; 1-111171 out an maintain during the life of the Agreement, such public liability insurance as shall protect himself , the City, its officials , officers , directors , employees and agents from claims which may arise from operations under the Agreement, whether such operations be btly himself , by subcontractors , or by any Y employed by either of them. This liability insurance shall include , but shall not be limited to, protection against claims arising from bodily and personal injury and sdamagertotoroperty resulting from the Consultant ' s, City ' subcontractor ' s and operations , use of owned or non-owned automobiles , products , completed operations . The amount of insurance shall not be less than the following: Single limit coverage applying to bodily and personal injury liability and property damage : $300 , 000 . 00 or a lesser amount deemed sufficient by the City Manager . The following endorsements must be attached to the policy, unless otherwise waived by the City Attorney : (1 ) If the insurance policy covers on an "accident" basis , it must be changed to "occurrence" . (2 ) The policy must cover personal injury as well as bodily injury . GEC-16-'38 FRI 12:47 ID:CITY OF DUBLIN TEL - -- 7 . STANDARD OF PERFORhtAoNC�is Aoreemenctinhthe n annermand laccording to Ctle required pursuant t standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which of fession. All Consultant practices his PrOUlt�n n c deli.verstorC�itytpursuantvtoethis whatsoever nature which Cons Agreement shall be prepared in a substantial , first class and workmanlike manner and conform to the standards of quality normally observed by a person practicing in Consultant ' s profession. 8 . HOLD HARMLESS AND RESPONSIBILITY OF CONSULTANTS . Consultant shall tale a responsi i ty or t e won s a ear all losses and damages directly or indirectly resulting to him, to any subcontractor , to the City , to City employees , or to parties designated in any Special Provisions , on account of the performance or character of the work, unforeseen difficulties , accidents , occurrences or other causes predicated on active or passive negligence of the Consultant or of any subcontractor . Consultant shall indemnify and hold harmless the City , its officers , officials , directors , employees and agents from and r all loss , liability, expense , claim , costs ( including against any o costs of defense ) , suits , and dalagarisineVf.romt�the �performance of the description directly or indirectly g work. Approval of the 1i1m liability or subcontractors fro y under this Hold Responsibility of Consultant ' s clause . 9 . GOVERNMENTAL REGULATIONS . To the extent that this Agreement may be un e y tisca ass stance from another governmental entity ,and re Consultant shall comply twith all of psuchbfiscaleassistancelprogramco which City is y 10 . INTI?ItEST OF CONSULTANT . In accepting this Agreement , Consultant covenants t at it presently has no interest , and shall not acquire any interest , direct or indirect , financial or otherwise , which would conflict in any manner or degree with the performance of the services hereunder . Consultant further covenants that , in the performance of this Agreement , no subcontractor or person having such an interest Consultant hs or shall be employed . restunder rthis eAgreement ie sanhofficer or111 have any financial 1 nte employee of City . 11 . OWNERSHIP OF WORK PRODUCT . If all ocuments prepare y upon completion of the project or termination of this Agreement . The Consultant may retain a copy of all material produced by Consultant pursuant to this Agreement for use in its general business activities . Should the City desire to use the work completed under this Agreement for purposes ocher than those intended under this Agreement , the City will notify Consultant in writing prior to any other reuse of said documents .