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HomeMy WebLinkAbout4535 Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Corru:nents: 4535 TAX RECOVERY SERVICES LLC Tax - B&O & Utility - Auditing & Investigation Finance LEG 12-1 01/09/2006 12/31/2008 02/15/2010 01/01/2010 Hold Harmless PROFESSIONAL SERVICES AGREEMENT FOR TAX RECOVERY SERVICES This Profession Services Agreement ("Agreement) is dated effective The parties to this Agreement are the City ofBremerton, a Washington mumc' Recovery Services, LLC, (TRS) a Washington corporation ("Contractor"). A. The City seeks the professional services ofa skilled independent contractor capable of working without direct supervision to perform business and occupation and utility tax audits. B. The Contractor has the requisite skill and experience necessary to provide such services. NOW, THEREFORE, the Parties agree as follows: 1. Services Contractor shall provide the services more specifically described in Exhibit" A", attached hereto and incorporated by this reference ("Services"), in a manner consistent with the accepted practices for other similar services, within a reasonable time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2. Term The term of this Agreement shall commence upon the effective date of this Agreement and shall continue until the completion of the Services, but in no event later than December 31,2008. 3. Termination Prior to the expiration of the Term, this Agreement may be terminated with thirty (30) days advance written notice by either party, with or without cause. In such case, audits that have been opened shall be completed under the terms of this contract or paid according to the hourly specified in paragraph 4. 4 . Compensation 4.1 Total Compensation. In consideration of the Contractor performing the Services, the City agrees to pay the Contractor according to the following schedule: for each audit or tax investigation recovering an amount over $100,000, the City agrees to pay the Contractor a fee in the amount of twenty- five percent (25%) of any revenue recovered, and for each audit or tax investigation recovering any amount of revenue less than $100,000, the City agrees to pay the Contractor $150 per hour of services plus 5% of the revenue recovered. 4.2 Method of Payment. Payment by the City for the Services will only be made after the Services have been performed, the additional revenue has been received by the City, and an invoice is submitted in the form specified by the City, and the same is approved by the appropriate City representative. Payment would generally be made within thirty (30) days after receipt of such invoice. 4.3 Contractor Responsible for Taxes. The Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 5. Compliance with Laws. Contractor shall comply with and perform the Services in accordance with all applicable federal, state, and City laws including, without limitation, all City codes, ordinances, resolutions, standards and policies, as now existing or hereafter adopted or amended. 6. Warranty The Contractor warrants that it has the requisite training, skill and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to being registered to do business in the City ofBremerton by obtaining a City ofBremerton business registration. 7. Independent Contractor/Conflict of Interest It is the intention and understanding of the Parties that the Contractor shall be an independent contractor and that the City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, nor any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. The Contractor shall pay all income and other taxes due. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. It is recognized that Contractor mayor will be performing professional services during the Term for other parties, provided, however, that such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. 8. Indemnification 8.1 Contractor Indemnification. The Contractor agrees to indemnify, defend and hold the City, its elected officials, officers, employees, agents and volunteers harmless from any and all claims, demands, losses, actions and liabilities (including costs and all attorney fees) to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or connected with this Agreement to the extent caused by the negligent acts, errors or omissions of the Contractor, its partners, shareholders, agents, employees, or by the Contractor's breach of this agreement. Contractor waives any immunity that may be granted to it under the Washington State Industrial Insurance Act, Title 51 RCW. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. 8.2 City Indemnification. The City agrees to indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, and agents harmless from any and all claims, demands, losses, actions and liabilities (including costs and attorney fees) to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors or omissions of the City, its employees or agents. 8.3 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expirations or termination. 9. Equal Opportunity Employer In all Contractor services, programs or activities, and all Contractor hiring and employment made possible by or resulting from this Agreement, there shall be no discrimination by Contractor or by Contractor's employees, agents, subcontractors or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, creed, national origin, marital status or the 2 presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of payor other forms of compensation and selection for training, including apprenticeship. Contractor shall not violate any of the terms of Chapter 49.60 RCW, Title VII of the Civil Rights act of 1964, the Americans With Disabilities Act, Section 504 ofthe Rehabilitation Act of 1973 or any other applicable federal, state or local law or regulation regarding non~discrimination. Any material violation of this provision shall be grounds for termination of this Agreement by the City and, in the case of the Contractor's breach, may result in ineligibility for further City agreements. 10. Confidentiality. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential. Breach of confidentiality by Contractor will be grounds for immediate termination. 11. Work Product All originals and copies of work product, including files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Services shall belong to the City. At the termination or cancellation of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 12. Books and Records The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 13 . General Provisions 13.1 Entire Agreement. This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior agreements shall be effective for any purpose. 13.2 Modification. No provision of this Agreement, including this provision, may be amended or modified except by written agreement signed by the Parties. 13.3 Full Force and Effect. Any provision ofthis Agreement that is declared invalid or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. 13.4 Assignment. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. 13.5 Successors in Interest. Subject to the foregoing Subsection, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and aSSigns. 13.6 Attorney Fees. In the event either of the Parties defaults on the performance of any terms of this Agreement or either Party places the enforcement of this Agreement in the hands of an attorney, or 3 files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses. The venue for any dispute related to this Agreement shall be in Kitsap County, Washington. 13.7 No Waiver. Failure or delay of the City or the Contractor to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City or the Contractor to declare one breach or default does not act as a waiver of the City's or the Contractor's right to declare another breach or default. 13.8 Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington. 13.9 Authority. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individuals are duly authorize to execute and deliver this Agreement on behalf of the Contractor or the City. 13.10 Notices. Any notices required to be given by the Parties shall be delivered at the addresses set forth below. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth below. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. 13.11 Captions. The respective captions of the Sections of this Agreement are inserted for the convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. 13.12 Remedies Cumulative. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the Parties at law, in equity, or by statute. DATED the day and year set fourth above, CITY OF BREME~/ By ~/O'z-. Mayor Cary ozeman Norm Dicks Government Center City ofBremerton 345 6th Street Bremerton, W A 98337 APPROVED AS TO FORM: 4 ~~~v c~ Attorney . ~ '~1-. ~~~'=""'<O.,- '" S~<"",,~\li. ~~ LL~ Tax ~Aovef-1Serv~ces, LLC Byl\'~ ~. \2.... (Signature) ~l':-~~'L\. -S, C (',' s 'E? (printed Name) Its: ~'" ~~ \ ~ '<...~ ~ (Title) ~ ~x~~s \qOd-., \S<\+", .'i., '~4;..''''''-''1 .~~ (Address) Cd-.S S) <- L ~ - L) ~ ~~ '- (phone) 5 EXHIBIT A: SCOPE OF SERVICES Business and occupation (B&O) and utility tax auditing and tax investigation services will be provided by the Contractor as follows. Tax Recovery Services will perform the following audits: 1. TRS will first audits national and international automobile manufacturers doing business through car dealerships in Bremerton. TRS intends to open as many of these audits as possible and to continue working them until all manufacturers are paying their lawful share of the B & 0 tax to the City of Bremerton. 2. As time becomes available, we will then begin audits of various types of telephone companies, starting with land-line and then on to cell phones and other telephone related entities. 3. As audits are completed, TRS will keep Bremerton informed as to additional advantageous audits to consider next. In performing the audits, TRS will act as an agent of the City ofBremerton, contacting the appropriate businesses, examining their books, and working as necessary with their responsible financial officers and staff. TRS will need certain items from the City including: -access to City business license data, including the name of the company to be audited with its address, phone number, state UBI number and business license open date. -if the company is registered, copies of the business' tax return for the past four years plus the current year -current city map showing city boundaries with street level detail. -official city stationary supplies for mailings such as letterhead and city envelopes. -copy of the City's Tax Ordinances. TRS will provide regular reports on the status of the audit to the City as needed. Once the audit is completed, Tax Recovery Services will supply a copy of the audit to the City of Bremerton for review before sending a copy of the audit to the taxpayer. TRS will be happy to discuss any part of the audit with the City and answer any questions. TRS will then work with the company to help them understand that the audit is done correctly and in accordance to the law, and that payment is due. Doing this helps insure that the audit recovery is submitted promptly, and that the taxpayer pays his future taxes correctly. 6