An operator who sells or transfers his or her business of operating one or more parking facilities in the City or a major part of the assets of such business, other than a sale of assets, including inventory, in the ordinary and usual course of such business, must file a notice of such intended sale or transfer with the Department of Taxation at least forty-five days prior to the date of such sale or transfer, setting forth the name of the seller or transferor, the name of the purchaser or transferee, a description of the property or business sold, the amount of the purchase or transfer price and such other information as the Director may reasonably request. Within thirty days after such sale or transfer, such seller shall file any remittance returns and pay any taxes due and not paid up to the date of the sale or transfer. At least forty-five days before the closing of the sale or transfer referred to above, the purchaser or transferee shall also file a notice of intended purchase or acquisition with the Department of Taxation, setting forth the same information as required in the seller's or transferor's notice and further requesting that the Department of Taxation perform an audit of the seller's or transferor's books and records or do whatever is necessary to determine the amount of taxes due up to the date of the sale or transfer. The purchaser's or transferee's notice may be made in conjunction with the seller's or transferor's notice. If the purchaser or transferee fails to file the notice as required herein, the purchaser or transferee shall be personally liable to the Department of Taxation for the amount of taxes, interest and penalty owed by the seller or transferor to the Department of Taxation up to the amount or fair market value of the consideration paid by the purchaser or transferee.
Upon the filing of a notice, the Department of Taxation shall notify both the seller (or transferor) and the purchaser (or transferee) of the amount to be withheld from the purchase or transfer price to cover all taxes, interest and penalties due under this chapter and unpaid up to the date of closing of the sale or transfer. The purchaser or transferee shall withhold this amount from the purchase or transfer price or, if payment of money or property is not involved, shall withhold the performance that constitutes consideration for the sale or transfer until the seller or transferor produces a receipt from the Department of Taxation showing that such taxes, interest and penalty have been paid or a certificate from the Department of Taxation showing that no taxes are due. The purchaser or transferee is relieved from any duty to withhold from the purchase or transfer price and shall have no liability for taxes, interest or penalty due hereunder from the seller or transferor if the Department of Taxation fails to notify the purchaser or transferee of such amount claimed due at least five days before the date of such sale or transfer. If the purchaser or transferee is notified by the Department of Taxation of the amount to be withheld from the purchase or transfer price and does withhold such amount, the purchaser's or transferee's liability for any taxes, interest or penalty hereunder shall be limited to the amount to be withheld as set forth in the notification from the Department of Taxation. If the purchaser or transferee fails to withhold from the purchase or transfer price the amount requested by the Department of Taxation, then the purchaser or transferee shall be liable for any taxes, interest or penalty due in excess of any amount withheld, but not exceeding the amount or fair market value of the consideration paid upon such transfer.
The purchaser or transferee shall pay over to the Department of Taxation any amount withheld hereunder upon notification of the refusal of the seller or transferor to pay any taxes, interest or penalty due hereunder and upon notification of the Department of Taxation's claim against the purchaser or transferee. Nothing in this section shall be construed to relieve the seller or transferor of his or her liability for taxes, interest and penalty, except that any payments received from the purchaser or transferee as provided herein shall reduce such liability payable to the Department of Taxation.
(Ord. 8511-1998. Passed 12-15-98.)