Last Modified on 05/07/2009 09:05:51Chapter 13 FINANCE*
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Charter references: Finance and taxation, ch. XVIII.
Cross references: Administration, ch. 2; Finance Department, § 2-19; Budget and Research Department, § 2-20; City Auditor Department, § 2-21; fiscal year, § 2-41; preparation of annual budget, § 2-42; fee for issuance of dishonored check to City, § 2-45.2; installment agreements for payment of obligations due City, § 2-45.3; abatement of collection suits and actions, §§ 2-45.4, 2-45.5; privilege and excise taxes, ch. 14; risk management, ch. 42.
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Article I. City Monies and Bonds
Sec. 13-1. Deposit of City monies.
Sec. 13-2. Investment of City monies.
Sec. 13-3. Ownership of registered City bonds; names of owners as not public information; agreements with registrars and transfer agents; exceptions allowing release of information.
Sec. 13-3.1. Declarations of official intent with respect to reimbursements from note and bond proceeds of advances made for capital expenditures; definitions; authorizations; inspection.
Article II. Business Succession and Liability Law
Sec. 13-4. Applicability.
Sec. 13-5. Definitions.
Sec. 13-6. Voluntary succession; creation of lien; transferred liability; continued liability.
Sec. 13-7. Involuntary business succession.
Sec. 13-8. Recording of lien.
Sec. 13-9. Release of lien; substitution of security.
Sec. 13-10. Release of tax liability data.
Sec. 13-11. Personal liability.
Sec. 13-12. Extent of liability; limitations thereof; delay of transfer for audit; audit request; effect of audit.
Sec. 13-13. Change of business entity form.
Sec. 13-14. Cessation of business; personal liability for tax collected.
Sec. 13-15. Conduct of business activity; cessation of business activity and transfer.
Article III. Revocable License for Temporary Use of Unimproved Real Property
Sec. 13-16. Authority, application, and administration.
Sec. 13-17. License fees.
ARTICLE I.
CITY MONIES AND BONDSSec. 13-1. Deposit of City monies.
The Finance Director, under the direction of the City Manager, shall deposit City monies in a single servicing bank which has entered into a contract for all City demand deposit accounts. The contract for such single servicing shall be awarded by the City on the basis of the cost and effective quality of the service proposed to be rendered, by such bank to the City. Any bank awarded such a contract shall have a principal place of business located within the City. The City may retain the right to locate deposits with other banking institutions on an emergency basis or for the convenience of the City.
(Ord. No. G-1483, § 1; Ord. No. G-1566, § 2; Ord. No. G-2573, § 1; Ord. No. G-2654, § 1; Ord. No. G-2976, § 2)
Sec. 13-2. Investment of City monies.
A. Definitions.
1. Capital in the case of financial institutions shall have the meaning set forth in A.R.S. § 35-321, and in the case of dealers shall have the meaning set forth in Rule 15c3-1 of the United States Securities And Exchange Commission Uniform Net Capital Rule.
2. Collateral shall have the meaning of and meet the collateral requirements for State of Arizona investments set forth in A.R.S. § 35-323.
3. Dealer shall have the meaning set forth in A.R.S. § 44-1801.
4. Financial institution means a financial institution as defined in A.R.S. § 6-101 or a dealer.
5. Primary dealer means any dealer trading in securities of the United States of America for its own account and recognized as a "primary dealer" by the Federal Reserve Bank at New York, New York.
6. Principal office means the principal executive office so designated in the annual audited financial report of the financial institution.
B. Investment authority. The Finance Director of the City, under the general direction of the City Manager, shall have the right to invest temporarily idle City monies not needed to meet current obligations, to enter into agreements with financial institutions concerning same, and to adopt formal and informal practices concerning investment policies and placements, all in the exercise of reasonable and prudent investment policies and in accordance with reasonable interpretations of the guidelines set forth in this section. The Finance Director shall have the right to further delegate all or part of this authority by filing with the City Clerk the name, title, and authority of the employees so empowered.
C. General investment guidelines. Investments made pursuant to this section shall insure the safety of the investment principal, provide liquidity, and obtain the highest yield available commensurate with the City's safety and liquidity goals. The Finance Director shall have the authority to establish guidelines to qualify financial institutions for investment purposes under this section and develop policies consistent with the investment safety, liquidity and yield objectives of the City.
D. Authorized investments and deposits. Investments of City monies shall be transacted with financial institutions approved by the Finance Director in:
1. Repurchase agreements collateralized with those obligations identified in Subsection D2.
2. Direct obligations issued by the United States of America or by any agency or instrumentality of the United States of America (including government sponsored enterprises).
3. Deposit accounts fully insured by an insuring instrumentality of the United States of America or collateralized as required by A.R.S. § 35-323.
4. Obligations issued or guaranteed by any city, county, state or political subdivision thereof that have an uninsured investment grade credit rating by a nationally recognized statistical rating organization designated by the United States Securities and Exchange Commission ("NRSRO").
5. Corporate bonds, debentures, notes and other evidences of indebtedness issued, assumed or guaranteed by any solvent entity created or existing under the laws of the United States of America or of any state, district or territory thereof, which are not in default as to principal or interest, including guaranteed investment contracts, mortgage backed securities, collateralized mortgage obligations, commercial paper, and bankers acceptances. Such obligations shall have an investment grade credit rating by an NRSRO.
6. The institutional class shares of an open-end fixed income or money market mutual fund registered with the United States Securities And Exchange Commission pursuant to the Federal Investment Company Act of 1940. The fund shall only invest in securities that comply with the requirements of Subsections D1, D2, D4, or D5, as reflected by prospectus or other fund statement of additional information.
E. Investment placement, general procedures. The Finance Director shall diversify investment placement. Whenever practicable, investment placement shall be on a competitive basis and consistent with the investment safety, liquidity and yield goals of the City. The Finance Director shall maintain a record of investment placement.
F. Financial institutions. The Finance Director may enter into transactions relating to authorized investments directly with the issuer of such securities, primary dealers, or any other financial institutions whose principal office is located in the State of Arizona. Such financial institutions shall have capital of at least ten million dollars. Whenever practicable, transactions shall be completed on a delivery versus payment basis.
G. Custodial agent. The City shall designate a custodial agent for the safekeeping of securities for the benefit of the City.
H. Reports. All financial institutions maintaining deposits or other investments hereunder shall file a report with the Finance Director no more than fifteen days after the end of each month. Such report shall identify the securities pledged as collateral pursuant to A.R.S. § 35-323, and include the par value and market value for each investment as of the last day of the month.
(Ord. No. G-2654, § 2; Ord. No. G-2976, § 2; Ord. No. G-3276, § 1; Ord. No. G-3318, § 1; Ord. No. G-4524, § 1, passed 6-25-2003, eff. 7-25-2003)
Sec. 13-3. Ownership of registered City bonds; names of owners as not public information; agreements with registrars and transfer agents; exceptions allowing release of information.
A. The names and addresses of owners of City of Phoenix municipal bonds, whether general obligation, revenue, or other, are not matters of public record of the City of Phoenix, and no information concerning the names and addresses of such owners shall be provided to any person except in accordance with the provisions of this section.
B. The provisions of subparagraph A hereunder shall be considered to be included in any agreement or contract between the City of Phoenix and any registrar or transfer agent maintaining or coming into possession of the names and addresses of bondholders of the City of Phoenix.
C. The provisions of subsection A and B shall not prohibit either the City of Phoenix, it [its] agents or employees, or any registrar or transfer agent from providing information concerning bondholders under the following circumstances:
(1) Information concerning the name, address, and amounts of bonds held by any individual may be provided to any federal, state or political subdivision revenue authority requesting either the names, addresses and amounts of bonds held by specified individuals, or listings of the names, addresses and amounts of individuals holding municipal bonds of the City of Phoenix.
(2) The name, address and amounts of bonds held by any specific individual may be provided to any police agency or department of the United States government, any state, or any county or municipal subdivision of any state upon written request therefor.
(3) In the event that any public agency, other than a revenue agency acting under subsection (C)(1) hereof, requests a general list or partial list of bondholders without specifying any individual name, address, or amount, such request shall be forwarded to the City Manager who may honor it upon there being provided to him sufficient information to determine that there is good cause for the release of said information and that a public purpose will be served thereby.
(4) None of the foregoing shall prohibit a free exchange of information concerning bond ownership and amounts by and between any agency or department of the City of Phoenix, and its registrar or transfer agents, bond counsel, financial advisors, auditors, or other entities contracting with the City of Phoenix in the performance of financial services, audits or evaluations.
(Ord. No. G-2575, § 1; Ord. No. G-2976, § 2)
Sec. 13-3.1. Declarations of official intent with respect to reimbursements from note and bond proceeds of advances made for capital expenditures; definitions; authorizations; inspection.
(a) Definitions.
(1) Authorized officer means the Finance Director and any person with authority at the time to exercise functions of that office.
(2) Bonds means and includes bonds, notes, certificates and other obligations included in the meaning of "bonds" under section 150 of the Internal Revenue Code of 1986.
(3) Declaration of official intent means a declaration of intent, in the manner contemplated in the reimbursement regulations, that expenditures are reasonably expected to be reimbursed from the proceeds of reimbursement bonds to be issued after the expenditure is paid.
(4) Reimbursement or reimburse means the restoration to the City of money temporarily advanced from its other funds and spent for capital expenditures (including any issuance costs) before the issuance of the reimbursement bonds. "Reimbursement" or "reimburse" does not include the refunding or retiring of bonds previously issued and sold to, or borrowings from, unrelated entities (entities not in the same "controlled group," within the meaning of the reimbursement regulations).
(5) Reimbursement bonds means any issue of bonds all or part of the proceeds of which are to be used for reimbursement of capital expenditures paid before issuance of the bonds.
(6) Reimbursement regulations means Treasury Regulations section 1.103-18 and any amendments thereto or superseding regulations, whether in proposed, temporary or final form, as at the time applicable, prescribing conditions under which the proceeds of reimbursement bonds when allocated or applied to a reimbursement will be treated as "spent" for all or any purposes of sections 103 and 141 to 150 of the Internal Revenue Code.
(b) Authorization and requirement of declarations of official intent. Each authorized officer is authorized to prepare, sign, and include in the public records, declarations of official intent with respect to capital expenditures (including any costs of issuance of the reimbursement bonds) to be made from money temporarily available and which are reasonably expected to be reimbursed (in accordance with applicable authorizations, policies and practices) from the proceeds of reimbursement bonds, to make appropriate reimbursement and timely allocations from the proceeds of the reimbursement bonds to reimburse such prior capital expenditures, and to take any other actions as may be appropriate, all at the times and in the manner required under the reimbursement regulations to satisfy the requirements for proceeds used for reimbursement to be treated as "spent" for purposes of sections 104 and 141 to 150 of the Internal Revenue Code of 1986. No advance from any fund or account or order for payment may be made for expenditures that are to be reimbursed subsequently from proceeds of reimbursement bonds unless a declaration of official intent with respect thereto is first made. All declarations of official intent heretofore made on behalf of the City are hereby ratified and adopted.
(c) Public inspection of declarations. Each declaration of official intent shall be treated as a public record and made available for reasonable public inspection not later than thirty days after the date of the declaration of official intent, and shall be available for reasonable public inspection continuously during normal business hours on every business day to and including the date of issuance of the reimbursement bonds.
(Ord. No. G-3501, § 1)
ARTICLE II.
BUSINESS SUCCESSION AND LIABILITY LAW*------------
Cross references: Cable television license, § 5-4 et seq.; alcoholic beverage permits, § 6-3 et seq.; amusement permits, § 7-8 et seq.; businesses, ch. 10; privilege taxes, § 14-400 et seq.; use tax, § 14-600 et seq.; licenses, ch. 19; street and sidewalk vending, § 21-33 et seq.
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Sec. 13-4. Applicability.
The provisions of this article shall apply to the rights and remedies of the City of Phoenix to recover taxes, fees, penalties and interest due the City of Phoenix arising out of liabilities or obligations created by the privilege license tax, article IV, chapter 14; use tax, article VI, chapter 14; cable television license fee, article III, chapter 5; alcoholic beverage permit tax, article II, chapter 6; amusement application and license fee, article II, chapter 7; licensed business application and license fees, article I, chapter 19; or street vendors' license fees, article II, chapter 31; all of the Phoenix City Code.
(Ord. No. G-2075, § 1; Ord. No. G-2097, § 2; Ord. No. G-2976, § 3; Ord. No. G-3192, § 2)
Sec. 13-5. Definitions.
For the purposes of this article the definitions contained within the respective articles set forth in chapter 14, infra, shall be applicable herein. In addition, the following terms shall be applicable when used in this article.
Original business shall mean the business activity, by whatever form or entity conducted, which is proposed to or which does cease operation as such form or entity, whether or not such cessation is by (a) change of legal status of the entity, (b) voluntary or involuntary cessation of activity, or (c) transfer of assets, control or ownership to another person.
Person when used herein shall be as defined in section 14-100, article I, chapter 14, City Code of the City of Phoenix.
Successor business means that person who proposes to carry on or continue, in a substantially similar manner, the original business activity of another person through the acquisition and use, by any means, of such indicia of ownership or control over the operational characteristics of the original business activity of another so as to enable it to carry out such activity.
Tax and tax liability shall include taxes, fees and penalties and interest applicable.
(Ord. No. G-2075, § 1; Ord. No. G-2976, § 3; Ord. No. G-3192, § 3)
Cross references: Definitions and rules of construction generally, § 1-2.
Sec. 13-6. Voluntary succession; creation of lien; transferred liability; continued liability.
(a) In the case of any succession in business activity which is accomplished by voluntary agreement between the original business entity and the successor business entity, and in order to protect the interest of the City in the taxes described in section 13-4, the initial agreement or mutual expression of intent to agree shall operate to immediately create a business succession lien in favor of the City in the total amount of such taxes. Such lien shall forthwith attach to all of the tangible and intangible assets of the original business including but not limited to tangible personal and real property, licenses, patents, copyrights, franchises, leasehold interests in real or personal property, bills, notes, security interests of every kind, mortgages, deeds of trust, certificates of deposit and the like, good will, trade names or trademarks, trade secrets, customer lists, and accounts receivable.
(b) The lien created by (a) herein shall, upon completion of the transfer of effective control of operation from the original to the successor business, attach to all assets of the successor business to the extent of all tax liability remaining unpaid by the original business as of the date of transfer. If the transfer is in stages or over a period of time, the earliest stage or date shall fix the lien herein and the consequent obligation of the successor business to file returns with payments under its own activity license.
(c) The business succession lien created by (a) herein shall not diminish or alter in any way the liability of the original business or the personal liability created in section 13-11 or 13-14 below.
(d) The business succession lien created herein is separate and apart from and in addition to any tax liability of or lien against the successor business which might have existed or come into being separately and apart from its acquisition of the original business.
(e) All business successions shall be deemed to be voluntary except as described in section 13-7 below.
(Ord. No. G-2075, § 1; Ord. No. G-2976, § 3; Ord. No. G-3192, § 4)
Sec. 13-7. Involuntary business succession.
(a) The following transfers of business activity shall be considered involuntary:
(1) Transfer to a receiver or trustee in bankruptcy by operation of title 15, United States Code;
(2) Transfer to a receiver pursuant to the order of a Superior Court of this State or equivalent action by a court of general jurisdiction of a foreign state;
(3) Transfer to an executor, administrator or personal representative by virtue of the death of a sole proprietor or partner. The transfer by operation of law of partnership assets to a surviving partner or partners is considered a voluntary transfer as to such partner or partners, and partnership assets;
(4) Transfer to a landlord by seizure or distraint for rent or similar remedy whether or not accompanied by judicial proceedings for recovery or redelivery of the demised premises;
(5) Transfer to a secured party by operation of a mortgage, deed of trust or other security agreement, with or without judicial proceedings; or
(6) Voluntary or involuntary guardianship pursuant to A.R.S. tit. 14 (A.R.S. § 14-1102 et seq.), or equivalent proceedings under a foreign statute and foreign court of competent jurisdiction.
(b) In the event of such a transfer the lien created by section 13-6 shall attach as of the date of the first act or event calculated or effective to accomplish any such transfers described in (a) above and shall attach to all assets of the original business entity and any resulting estate. Liabilities to the City due as of such date covered by such lien shall be payable, subject to sections 13-11 and 13-14 hereunder, solely from assets of the estate of the original business, subject to prior liens and court orders.
(c) Notwithstanding the foregoing, if any transferee under section 13-7(a) above continues to operate such business activity, he may do so under an original license or a newly acquired license, and shall be liable for all taxes and license fees and resulting penalties and interest for nonpayment of same arising from or issued in connection with the business activity conducted or carried on by such transferee. Such transferee shall be subject to the personal liability provisions of sections 13-11 and 13-14.
(Ord. No. G-2075, § 1; Ord. No. G-2976, § 3; Ord. No. G-3192, § 4)
Sec. 13-8. Recording of lien.
The lien created under sections 13-6 and 13-7 above is created by and effective from the date of the act initiating the actual voluntary or involuntary transfer involved. The Collector may provide notice of said lien by recording a lien notice in the office of the county recorder in any county in which the original business or successor business may have property, assets or conduct business activity. The lien office shall be labeled "business succession lien notice"; shall state the kind and amount of any tax, fee, interest, penalty or recording cost; may combine one or more than one type of tax or fee liability, if separately described; shall state the name and trade style, if applicable, of both the original business and the successor business, including that of an involuntary transferee under section 13-7 above; shall state the effective date as best able to be determined by the Collector from information available to him; shall state that the lien is prior to any lien or claim recorded after the effective date therein; and shall be issued by the Collector as provided in section 14-590(a).
(Ord. No. G-2075, § 1; Ord. No. G-2976, § 3; Ord. No. G-3192, § 4)
Sec. 13-9. Release of lien; substitution of security.
Any lien and liability for any tax, whether or not recorded, may be released in whole or in part by the Collector in such amounts designated as applicable to the liability sought to be met. The release of part of the lien shall not affect the remaining balance. In general it may be released by providing a bond or limited security of a type and in an amount sufficient, in the sole determination of the Collector, to secure the interests of the City. The determination of the Collector as to such security shall be at his sole discretion and not subject to review by sections 14-570, 14-571, 14-575 and 14-577 or any other means.
(Ord. No. G-2075, § 1; Ord. No. G-2759, § 9; Ord. No. G-2976, § 3; Ord. No. G-3192, § 4)
Sec. 13-10. Release of tax liability data.
(a) In order to assist a successor business in determining its potential liability for taxes owed by an original business proposed to be voluntarily transferred to the successor, the Collector may provide forms for release of such information to the successor business. Such release form, when properly executed by both the original business and the successor business, shall enable the Collector to release the tax liability information to the successor business. Such form shall provide for a hold harmless and indemnification clause in favor of the Collector and the City, and be subject to section 13-12.
(b) Notwithstanding the provisions of section 14-510 or any other provisions of the City Code related to confidentiality of taxes, the Collector may provide such information to the following involuntary transferees in the following circumstances.
(1) Receivers or trustees appointed by the United States District Court in accordance with title 15, United States Code proceedings;
(2) Receivers appointed by a Superior Court of this State or a court of competent jurisdiction of another state;
(3) Executors, administrators or personal representatives of a deceased upon presentation of a certified copy of letters of administration or appointment;
(4) Guardians with letters of guardianship under A.R.S. tit. 14 (A.R.S. § 14-1102 et seq.) or pursuant to provisions of a foreign law of the same type; or
(5) To a business which has seized property of the original business entity pursuant to subsection (a)(4) or (a)(5) of section 13-7, supra, solely upon the representation to the Collector that the entity seizing such property voluntarily wishes to remit from the property seized taxes to the City of Phoenix, and under such circumstances as the Collector will deem appropriate to adequately preserve confidentiality as to tax information other then the actual tax liability owed by the original business.
(Ord. No. G-2075, § 1; Ord. No. G-2976, § 3; Ord. No. G-3192, § 4)
Sec. 13-11. Personal liability.
(a) In the event of the cessation of operation (as defined in section 13-15 hereunder) of any business activity subject to taxes or license fee ordinances as set forth in section 13-4, a lien for such taxes shall attach to all the property and assets, and become the personal liability of, until paid, the following individual persons, including any marital communities of which such individuals may be members.
Activity Persons Liable (1) Sole proprietorship The proprietor. (2) General partnership Each partner. (3) Limited partnership General partner, plus any limited partner with 25% or greater interest. (4) Joint venture Each participant in the joint venture. (5) Other non-corporate Senior executive officer and senior financial officer resident in the State for the 12 months preceding the initiation of transfer activity. (b) The liability of each individual named above shall be joint and several.
(c) Where a percentage is used to compute ownership interest, any member of a family unit having such ownership, such family unit to consist of husband, wife and children.
(d) For the purpose of obtaining information from the Collector concerning such liability, any person actually or potentially liable hereunder shall be deemed a taxpayer.
(Ord. No. G-2075, § 1; Ord. No. G-2976, § 3; Ord. No. G-3192, § 4)
Sec. 13-12. Extent of liability; limitations thereof; delay of transfer for audit; audit request; effect of audit.
(a) Any liability for taxes due from a successor business arising out of business succession under this article shall, subject to subsections (b) and (c) hereunder, be limited to:
(1) The amount shown on the records of the City Treasurer as due from the original business as of the transfer date; plus
(2) Any other amount due which would be readily ascertainable as due to the City by means of a reasonable examination of the books and records of the original business supplemented by reasonable inquiry into the existence and extent of any such obligation.
(b) If, upon presentation to the Collector of a duly executed release form as prescribed by section 13-10 and preliminary examination of the tax data related to the original business, the Collector determines that a business succession audit examination of the original business is necessary to determine the tax liability thereof, he shall be authorized to delay transmission of such liability information to the successor business and inform both the original and successor business of his intent to conduct such audit.
(c) If such notice to the business involved is provided under subsection (b), supra, and if such audit is completed or terminated within thirty days and the notice of assessment is delivered to both original and successor business within sixty days of the notice of intent to conduct such business succession audit, such notice of assessment shall create a lien and liability for all taxes due for the audit period, which lien and liability shall further attach, as of the transfer date, to the assets of the successor business as in Section 13-7, whether or not the transfer precedes or follows the notice of assessment.
(d) If, in connection with or subsequent to a transfer to a successor corporation in the course of which no request for tax liability information has been presented to the Collector by (1) a duly executed release under Section 13-10 in the case of a voluntary transfer or (2) a properly documented request under Section 13-10 in the case of an involuntary transfer, and a transfer is completed, the successor business or transferee, by reason of his failure to secure information from the Collector relative to the tax liability of the original business, shall be deemed to have consented to the acceptance of liability and to the consequent accrual of a lien against the property and assets of such successor or transferee, arising from any tax liability of the original business.
(e) A notice of intent to conduct a business succession audit, to be effective under subsections (b) or (c), supra, shall be issued by the Collector within fifteen days of the receipt by him of the request for information pursuant to Section 13-10.
(Ord. No. G-2075, § 1; Ord. No. G-2976, § 3; Ord. No. G-3192, § 4)
Editor's note: In Section 13-12(d) and (e), the correct reference of "Section 13-10" was substituted for the original reference of "Section 14-207."
Sec. 13-13. Change of business entity form.
If any business entity changes its form of doing business such as a change from sole proprietorship to corporation, or to partnership, or dissolution of a partnership or corporation, while continuing to do business under substantially the same management and control, the tax liability of the original entity form shall remain on such entity, and shall further attach to and become a lien upon the assets of and a liability to the successor business entity.
Activity Persons Liable (1) Close corporations under A.R.S. tit. 10, ch. 2, art. 1 (A.R.S. § 10-201 et seq.) The manager, plus any owner of "capital units" equal to 25% or more of actual outstanding "capital units." (2) General corporations The chief executive officer plus the chief financial officer actually resident in the State during the 12 months preceding the initiation of steps to cease business activity; plus any owner of 25% or more of the actual issued and outstanding stock of any class having voting rights. (3) Nonprofit corporations The president, vice-president and treasurer, or anyone occupying an equivalent position, as such are defined in A.R.S. tit. 10, ch. 19 (A.R.S. § 10-1001 et seq.), for the 12 months preceding the initiation of steps to cease business activity. (A) If, during the twelve-month period preceding the initiation of steps to cease business activity any of the corporate officer positions described in (c)(1), (2) or (3) above were filled by more than one individual, the liability under (b) above shall attach to each such individual.
(B) The provisions of Section 13-11 shall be used in computing stock ownership herein.
(d) Nothing herein shall preclude the City from asserting in any individual case that corporate officers have ignored the corporate form or have acted in such a manner that a court would be authorized under general legal principles or specific statutes to impose personal liability on such officers.
(e) Nothing herein shall diminish in any way any liability established by any other statute, ordinance or provision of this Article.
(Ord. No. G-2075, § 1; Ord. No. G-2976, § 3; Ord. No. G-3192, § 4)
Sec. 13-15. Conduct of business activity; cessation of business activity and transfer.
With respect to this Article, the use of any word or phase indicating the ceasing of doing business or the cessation of business activity shall be interpreted as to be operative with respect to ordinary business activity conducted with the usual customers of the business. The passive collection of obligations through security instruments or by contracts payable over a period of time without further business activity on the part of the payee shall not constitute business activity. Further, by the term "transfer" is meant the actual transfer of operative business control over the day-to-day activities of the business from one person to another.
(Ord. No. G-2075, § 1; Ord. No. G-2976, § 3)