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HomeMy WebLinkAbout4803 Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments: 4803 FORD MOTOR COMPANY Closing Agreement - B&O Taxes Legal LEG 12-1 03/16/2009 04/30/2009 02/15/2011 01/01/2011 CLOSING AGREEMENT THIS AGREEMENT is entered into by and between the City of Bremerton (the "City") and Ford Motor Company (the "Taxpayer") through their authorized representatives. The City audited Taxpayer for the period January 1996 through December 2007 (the "Audit Period"). Taxpayer and the City have been engaged in a controversy regarding amounts due to the City for the Audit Period. The City and Taxpayer acknowledge the complexity of the factual and legal issues underlying this controversy as well as the expense and uncertainty of further judicial or administrative proceedings related thereto. The City and Taxpayer agree it is in their mutual interest to compromise and settle their respective differences. ~ In consideration of the mutual promises set forth herein, and other good and valuable consideration, the City and Taxpayer agree as follows: 1. The Taxpayer will make payment to the City in the amount of$515,000 within 15 business days after full execution of (a) this Closing Agreement and (b) the closing agreements being entered into between the City and the other plaintiffs in Kitsap County Superior Court Cause No 07-2-02186-3. This payment and Closing Agreement resolve all liabilities and refunds of taxes, penalties or interest (for assessments and claims of any kind, which have been or may be made by either party) and the City and Taxpayer agree that no other amounts will be paid or refunded for the Audit Period. 2. Upon execution of this Closing Agreement and the receipt of the payment specified in paragraph 1, any pending assessments against Taxpayer will be cancelled and all pending administrative appeals and refund claims will be deemed dismissed with prejudice. Within 10 days after the payment specified in paragraph 1 is received, Taxpayer and the City shall file a joint motion for dismissal of Kitsap County Superior Court Cause No. 07-2- 02186-3. 3. The City and the Taxpayer agree not to commence or pursue any judicial, administrative or other claims or actions in regard to any tax liabilities, penalties, interest or refunds for periods prior to January 2008. 4. For tax periods beginning after December 2007, the City agrees that Taxpayer shall exclude sales of imported vehicles in calculating its City of Bremerton B&O taxes. The Taxpayer agrees to report and pay Bremerton B&O taxes on sales of domestic vehicles and parts to dealers located in Bremerton. For purposes of this agreement, imported vehicles means vehicles built at vehicle assembly plants located outside the United States and domestic vehicles means vehicles built at vehicle assembly plants located in the United States. 5. Except as provided in Paragraph 4, this Closing Agreement will not bind either the City or the Taxpayer to a particular future treatment of any tax liability or immunity of the Taxpayer. None of the decisions or proceedings resolved by this Closing o 139!-0008/LEGALl 5433024. ! Agreement (whether administrative or judicial) shall be asserted by either party as the basis for a claim of res judicata, collateral estoppel, or issue or claim preclusion. 6. The signatories hereto each represent and warrant that all necessary signatures and/or consents to enter into this agreement and to assume and perform the obligations hereunder have been property obtained. 7. Each term and provision of this agreement is deemed to have been explicitly negotiated at arm's length between the City and Taxpayer, and in all cases shall be construed and interpreted according to its fair meaning and not strictly for or against either party. 8. Taxpayer represents and warrants to the City that the decision to enter into this agreement is not based upon any representation by the City, or by any attorney, employee, or other representative of the City. Taxpayers and the City mutually represent and warrant that each has obtained independent legal advice prior to executing this agreement. 9. This agreement is being entered into and shall be construed and interpreted in accordance with the laws of the State of Washington. 10. This agreement embraces and includes the entire agreement between the parties and may not be changed except in writing by both parties hereto. 11. This agreement may be executed in counterpart. Each counterpart shall be deemed to be an original, all of which taken together shall be one and the same instrument. This agreement shall become effective upon execution of a counterpart by each party and delivery to the other party. Dated: March , 2009 Dated: March lG., 2009 ~:(s C~CfL _ Name: Title: -2- 0139 \-0008/LEGALl 5433024. \