PSA Sales Tax Compliance Review-6000-Award/Ordinance/Pricing
Docusign City Council T ransmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Granicus #
Ordinance #
DocuSign Envelope ID: 468681F4-B155-47F6-BF61-A0731A71EDF5
6000 Contract
PSA Sales Tax Compliance Review
12/15/15
Karen Smith
STATE OF TEXAS §
COUNTY OF DENTON §
INDEPENDENT CONTRACTOR AGREEMENT FOR PROFESSIONAL SERVICES
I.
WHEREAS, the City of Denton wishes to provide the services of TexasCityServices
LLC (hereinafter referred to as “Contractor”) at 2840 Keller Springs R oad, Suite 102, Carrollton,
Texas ,75011 to its citizens for the purpose of sales/use tax compliance s ervices for the Finance
Department .
Subject to the terms and conditions of this Agreement, the City hereby engages the Contractor as
an independent cont ractor to perform services set forth herein, and the Contractor hereby accepts
such engagement.
II.
WHEREAS, Contractor is specially skilled and qualified to provide these services and
desires to provide same under the terms and conditions set forth bel ow.
The Contractor’s scope of services to be provided to the City by the Contractor is described in
the Exhibit A, which may be amended in writing from time to time, or supplemented with
subsequent estimates for services to be rendered by the Contractor a nd agreed to by the City,
and which collectively are hereby incorporated by reference.
III.
WHEREAS, City hereby contracts with Contractor to provide s ales/use tax compliance services
for its citizens and any others qualified to receive these services, the City of Denton hereby
contracts with the Contractor to provide the approved services.
IV.
The parties have conducted negotiations and as a result of these negotiations agree that
fees will be based solely on the additional sales/use taxes that the C ontractor’s efforts have
created for the City .
For the additional sales/use taxes created for the City within the twelve month (12) period
immediately following the execution of this Agreement the following fee structure applies
(whichever is most appli cable):
a) thirty two percent (32 %) of the additional sales/use taxes for any corrected sales/use taxes
r eceived by the City from the Texas Comptroller of Public Accounts for business(es)
that have elected to voluntarily correct past miss -reporting as a resu lt of Contractor
efforts ; OR ,
b) thirty two percent (32 %) of the additional sales/use taxes for any corrected sales/use taxes
received by the City from the Texas Comptroller of Public Accounts as requested by
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Contractor in a City tendered Request for Texas C omptroller Investigation of the
City business(es) to correct past miss -reporting ; OR ,
c) thirty two percent (32 %) of the additional sales/use taxes generated by a business(es) as
a result of Contractor efforts and if such sales/use taxes are generated as a r esult of a
single period or single transaction received by the City from the Texas Comptroller
of Public Accounts and/or business(es).
For the additional sales/use taxes created for the City after the twelve month (12) period
following the execution of th is Agreement the following fee structure applies (whichever is
most applicable):
a) thirty six percent (36%) of the additional sales/use taxes for any corrected sales/use taxes
received by the City from the Texas Comptroller of Public Accounts for business(e s) that
have elected to voluntarily correct past miss -reporting as a result of Contractor efforts;
OR ,
b) thirty six percent (36%) of the additional sales/use taxes for any corrected sales/use taxes
received by the City from the Texas Comptroller of Public Ac counts as requested by
Contractor in a City tendered Request for Texas Comptroller Investigation of the City
business(es) to correct past miss -reporting; OR ,
c) thirty six percent (36%) of the additional sales/use taxes generated by a business(es) as a
result of Contractor efforts and if such sales/use taxes are generated as a result of a single
period or single transaction received by the City from the Texas Comptroller of Public
Accounts and/or business(es).
Corrected s ales/use taxes received by the City includes all City sales/use tax
payments by business(es) to the Texas Comptroller for periods past due and includ e
the first period in which the business(es) properly corrected it s sales/use tax reporting
methodology. T he City may elect , for whatever reason, to waive its right s to pursue
past recoveries from business(es) identified as a result of Contractor efforts a nd
instead secure only correct ed prospective reporting by its business(es). In the event
of such a waiver of rights, then Contractor fees will be 30 % of the increased
sales/use taxes reported by th e business(es) for a period of two years.
Increased sale s/use taxes will be calculated annually based on the City’s fiscal year
and will be : (annual amount actually remitted by the b usiness(es) where the City
elect s to w a i ve its rights to past remittances) less (amount remitted by the same
businesses for the im mediate twelve (12) months p r e c eding t he period in which
business(es) begin reporting the City’s sales/use taxes correctly). If the City wishes
to pre -pay the Contractor’s fee for any business(es) it has elected to receive only
prospective business compli ance, the Contractor will compute a pre -payment amount
based on best estimates, and the time value of monies.
The fees described above include all Contractors out -of -pocket costs, expenses and employee
reimburs e ments.
In the event the City elects to p ursue Contractor identified past/prospective tax opportunities
identified as a result of Contractor efforts either by itself or with another service provider , the
Client agrees that fees as stated herein will be due and payable under these same terms and
c onditions.
In any instance where the Client must involuntary, as a result of State taxing jurisdiction’s
determination or for any other reason , refund or reallocate to another taxing jurisdiction
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an amount of reallocation or tax upon which Firm fees have been paid, the Firm will
refund the Fees related to the amount of tax refunded or reallocated to another taxing
jurisdiction.
The fee is to be paid by the City within thirty (30) days following the City confirming it has
received the sales/use tax upon which the fee is based.
If Contractor offers a lower rate during the term of this agreement to another city in Texas,
Contractor will extend the same rate to City of Denton for all contingency fees paid by the City
pursuant to this agreement. The new, lo wer rate will apply to payments to Contractor
beginning on the date the Contractor offer the other city a lower rate and shall continue until
the Final Termination Date of this agreement and will not be retroactive. For purposes of this
provision (Most Fa vored Nations), a lower rate could be achieved by either reducing the
percentage of contingency fees or by reducing the number of quarterly sale tax payments to
which the contingency fees apply.
In no event but after exhausting all efforts that are approv ed, Contractor agrees to forfeit
and void all claims for payment after a period of no more than three (3) years after
termination of this contract . If termination is for cause, Contractor agrees to forfeit and
void all claims for payment at such time.
V.
Contractor and City acknowledge and agree that TexasCityServices LLC is and shall be
deemed to be an independent contractor for the services he/she provides under this Contract.
Further, because TexasCityServices LLC is an independent contractor, th e parties agree:
1. The City will make no withholding for taxes of any type from the fee agreed upon
in Article IV. All taxes, including, but not limited to Social Security,
unemployment, FICA or other monies owned to any State, Local or Federal
government al entity, including applicable penalties and interest, are to be paid by
Contractor and are solely the liability of same. In the event a claim is made
against City for payment of taxes, penalties or interest for or on behalf of
Contractor, Contractor agr ees to indemnify and hold harmless City of such
damages, including costs and expenses.
2. City will not provide workers’ compensation for Contractor for services
performed pursuant to this Contract.
3. This is a non -exclusive contract. Contractor is free to a dvertise and provide
his/her services to persons or entities other than the City. Further, City may use
other contractors or its own employees to conduct the same services as Contractor
subject to the conditions described in Article IV .
4. Any insurance the City may have for its facility described above is solely for the
benefit of the City. The City shall not be liable for injuries to property or persons
(including death) which are the result of the activities of the Contractor.
Contractor agrees he/she s hall be liable for injuries to himself/herself or others
caused by his/her own negligence, omissions, malfeasance, or intentional conduct.
When applicable, for the services provided, contractor shall provide insurance for
the activity as provided in the p olicies of the contract instructors program.
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5. The Contractor represents that there are no legal impediments enter into this
contract and that this engagement does not violate the terms of any agreement
between the Contractor and any third party. Further, the Contractor, in rendering
[his or her] duties shall not utilize any invention, discovery, development,
improvement, innovation, or trade secret in which [he or she] does not have a
proprietary interest , or a right to use.
6. During the term of this agreement, the Contractor shall devote as much of [his
or her] productive time, energy and abilities to the performance of [his or her]
duties hereunder as is necessary to perform the required duties in a timely and
productive manner. The Contractor is ex pressly permitted to perform services
for other parties while performing services for the City.
VI.
The Contractor shall perform the following services in a professional manner:
1. The C ontractor shall perform all those Basic Services as necessary, and as described
in the C ontractor’s “Scope of Services ”, which is attached hereto and incorporated
herewith by reference as Exhibit “A”.
2. If there is any conflict between the terms of this Agreement and any Exhibits attached
to this Agreement, the terms and cond itions of this Agreement will control over the
terms and conditions of the attached Exhibits.
3. C ontractor shall keep City informed with a defined reporting system, and by personal
meetings. All lines of communication shall remain open with both the City an d the
customers or citizens .
4. C ontractor shall be available for any unexpected issues that may arise .
ADDITIONAL SERVICES
Additional services to be performed by the C ontractor , if authorized by the City in
writing, which are not included in the above -de scribed Basic Services, are described as
follows:
1. Any additional services not included in Basic Services.
VII.
This Contract shall become effective upon execution of this Agreement by the City and the
Contractor, and shall remain in effect thru a three (3) year period from the date this Contract
becomes effective , unless either party elects to terminate the Contract under the terms described in
Article IX.
Services undertaken pursuant to this contract will be required to commence within fourteen (14)
days of delivery of a notice to proceed. Time is of the essence in this Agreement. The services
shall be accomplished per the Scope of Services as identified in Exhibit A.
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The C ontractor shall make all reasonable efforts to complete the services set for th herein as
expeditiously as possible and to meet the schedule established by the CITY, acting through its
City Manager or his designee.
VIII.
Compensation Terms :
a. “Subcontract Expense” is defined as expenses incurred by the C ontractor in
employment of others in outside firms for services.
b. “Direct Non -Labor Expense” is defined as that expense for any assignment incurred
by the C ontractor for supplies, transportation, travel, communications, subsistence,
and lodging away from home, and similar incidental expenses in connection with that
assignment.
Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E
McKinney St, Denton, TX, 76201 -4299. It is the intention of the City of Denton to make
payment on completed orders with in thirty days after receipt of invoice or items; whichever is
later, unless unusual circumstances arise. Invoices must be fully documented as to labor,
materials, and equipment provided, if applicable.
Partial payments to the C ontractor will be made on the basis of detailed bi -monthly statements
rendered to and approved by the C ity through its City Manager or his designee; however, under
no circumstances shall any bi -monthly statement for services exceed the value of the work
performed at the time a stat ement is rendered. Nothing contained in this Article shall require the
City to pay for any work which is unsatisfactory, as reasonably determined by the City Manager
or his designee, or which is not submitted in compliance with the terms of this Agreement . The
City shall not be required to make any payments to the C ontractor when the C ontractor is in
default under this Agreement.
It is specifically understood and agreed that the C ontractor shall not be authorized to undertake
any work pursuant to this Ag reement which would require additional payments by the C ity for
any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without
first having obtained written authorization from the City . The C ontractor shall not proceed to
per form the services listed in Article V I “Additional Services,” without obtaining prior written
authorization from the City .
ADDITIONAL SERVICES: For additional services authorized in writing by the City in Article
V I hereinabove, the Contractor shall subm it invoices for additional services and such invoices
shall be due and payable upon submission by the C ontractor with C ontractor ’s regular bi -
monthly statement as provided for hereinabove. Statements shall not be submitted more
frequently than bi -monthly.
PAYMENT: If the City fails to make payments due the C ontractor for services and expenses
within thirty (30) days after receipt of the C ontractor ’s undisputed statement thereof, the amounts
due the C ontractor will be increased by the rate of one percent (1%) per month, from and after
the said thirtieth (30 th ) day, and, in addition, the Contractor may, after giving seven (7) days
written notice to the City , suspend services under this Agreement until the C ontractor has been
paid in full all amounts due for services, expenses, and charges, provided, however, nothing
herein shall require the City to pay the late charge of one percent (1%) set forth herein if the City
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reasonably determines that the work is unsatisfactory, in accordance with this Article V III ,
“Compensation.”
IX .
The City may terminate this Agreement at any time by 10 working days’ written notice to the
Contractor. In addition, if the Contractor is convicted of any crime or offense, fails or refuses to
comply with the written policies or reaso nable directive of the City, or materially breaches
provisions of this Agreement, the City at any time may terminate the engagement of the
Contractor immediately and without prior written notice to the Contractor. In the event of
termination for cause, the Contractor shall only receive payment for work satisfactorily
performed, approved, and accepted by the City.
The Contractor may terminate this agreement subject to the same terms and conditions
described herein.
X.
In the event of default of Contract or for any term or provision of this Contract, the City upon
notice to the Contractor of such default, may terminate this Contract without further obligations
or liability as described in Article IV of this agreement . In the event of termination for cause , the
Contractor shall only receive payment, based upon a pro -rate basis, less any damages incurred by
the City for the default. The parties hereto acknowledge that the services to be rendered by the
Contractor under this contract and the rights and privil eges granted to the City under the
Agreement are of a special, unique, unusual, and extraordinary character which gives them a
peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in
any action at law, and the breach by the Contractor of any of the provisions of this Agreement
will cause the City irreparable injury and damage. The Contractor expressly agrees that the City
shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breac h of
any provision of this Agreement by the Contractor. Resort to such equitable relief, however,
shall not be construed to be a waiver of any other rights or remedies that the City may have for
damages or otherwise. The various rights and remedies of the City under this Agreement or
otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other
or of any right or remedy allowed by law.
XI.
The City does not warrant or guarantee against the possibility that safety or env ironmental
hazards or potential hazards may exist at the City’s facility. The Contractor shall be
responsible for identifying any hazardous conditions and notifying the City of these
conditions in writing no later than 30 days after contract award and prio r to initiation of
service delivery on the property.
All contractors to the City of Denton are required to ensure absolute safety standards are
applied and enforced. The City of Denton will not be responsible for individual contractor
safety, and the awa rded contractor shall not hold the City of Denton responsible. Known
hazards shall immediately be reported and all safety precautions shall be taken to prevent
potential safety issues from occurring.
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The Contractor shall at all times exercise reasonable precautions for the safety of participants and
others on or near the City’s facility and shall comply with all applicable provisions of Federal,
State, and Municipal safety laws.
XII.
The Contractor shall at all times observe and comply with all Federal, State and local laws,
ordinances and regulations, which in any matter affect the Contractor or the work, and shall
indemnify, defend and save harmless the City against any claim arising for the violation of any
such laws, ordinances and regulations whethe r by the Contractors or its employees.
XIII.
The Contractor will carry liability insurance (including malpractice insurance, if warranted)
relative to any service that [he or she] performs for the City for any contract with a total value
greater than $25 ,000. Any insurance the City may have for its facility described above is solely
for the benefit of the City. The City shall not be liable for injuries to property or persons
(including death) which are the result of the activities of the Contractor. Contr actor agrees
he/she shall be liable for injuries to himself/herself or others caused by his/her own negligence,
omissions, malfeasance, or intentional conduct. When applicable, for the services provided,
contractor shall provide insurance for the activity as provided in the policies of the contract
instructors program.
Without limiting any of the other obligations or liabilities of the Contractor, the C ontractor
shall provide, at his or her own cost and expense, and maintain during the performance of the
Services under this Agreement, and until the contracted work has been completed and
accepted by the City of Denton, the minimum insurance coverage as indicated hereinafter.
1. During the performance of the services under this Agreement, Contractor shall main tain
the following insurance with an insurance company licensed to do business in the State of
Texas by the State Insurance Commission or any successor agency that has a rating with
Best Rate Carriers of at least A - VII or better :
2. Comprehensive General Li ability Insurance with bodily injury and property damage
limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the
aggregate.
3. Automobile Liability Insurance with combined single limit bodily injury and property
damage of n ot less than $500,000 for each accident.
4. Workers’ Compensation – Waived
5. Professional Liability Insurance - Waived
6. The Contractor shall furnish insurance certificates or insurance policies at the City’s
request to evidence such coverage’s. Except for wo rkers ’ compensation, employer’s
liability, and professional liability policies, the above insurance policies shall name the
City as an Additional Insured on all such policies. Such insurance shall not be canceled
or the coverage reduced without thirty (30 ) days’ prior written notice (ten (10) days if for
premium nonpayment) to City and Contractor. In such event, the Contractor shall, prior
to the effective date of the change or cancellation, serve substitute policies furnishing the
same coverage.
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XIV.
The laws of the State of Texas shall govern the interpretation, validity, performance and
enforcement of this Contract and the exclusive venue for any legal proceedings involving this
Contract shall be Denton County, Texas.
XV.
This contract shall not re nder the Contractor an employee, partner, agent of, or joint venture
with the City for any purpose. The Contractor is and will remain an independent contractor in
[his or her] relationship to the City. The City shall not be responsible for withholding taxe s
with respect to the Contractor’s compensation hereunder. The City will make no withholding
for taxes of any type from the fee agreed upon in Article IV. All taxes, including, but not
limited to Social Security, unemployment, FICA or other monies owned to any State, Local or
Federal governmental entity, including applicable penalties and interest, are to be paid by
Contractor and are solely the liability of same. In the event a claim is made against City for
payment of taxes, penalties or interest for or o n behalf of Contractor, Contractor agrees to
indemnify and hold harmless City of such damages, including costs and expenses. City will not
provide workers ’ compensation for Contractor for services performed pursuant to this Contract
The Contractor shall ha ve no claim against the City hereunder or otherwise for vacation pay,
sick leave, retirement benefits, social security, workers ’ compensation, health or disability
benefits, unemployment insurance benefits, or employee benefits of any kind.
The Contractor agrees to retain control and to give full attention to the fulfillment of this
Contract, and agrees this contract will not be assigned or sublet without the prior written
consent of the City.
XVI.
The Contractor shall defend, indemnify and hold harmless the City and its officers, agents and
employees from and against all damages, injuries (including death), claims, property damages
(including loss of use ), losses demands, suits, judgments and costs, including reasonable
attorney’s fees and expenses, in an y way arising out or of or resulting from the performance of
this Contract or caused by the negligent or intentional act or omission of the Contractor, its
officers, agents, employees, subcontractors or invitees.
As a condition to the fore going indemnity obligation, City shall provide Contractor with prompt
notice of any claim for which indemnification shall be sought hereunder and shall cooperate in
all reasonable respects with Contractor in connection with any such claim. Contractor shall be
entitled to control the handling of any such claim, with full disclosure of any and all claims, and
actions taken t hereunder, to the City ; and Contractor shall be entitled to defend or settle any such
claim, in its sole discretion, with counsel of its own choosing.
Nothing in this agreement shall be construed to create a liability to any person who is not a party
to this Agreement and nothing herein shall waive any of the party’s defenses, both at law or
equity, to any claim, cause of action or litigation filed by an yone not a party to this Agreement,
including the defense of governmental immunity, which defenses are hereby expressly reserved.
XVII.
This Contract shall be binding upon the parties hereto, their successors, heirs, personal
representatives and assigns.
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XVIII.
The City shall have the right to audit and make copies of the books, records and computations
pertaining to this agreement. The C ontractor shall retain such books, records, documents and
other evidence pertaining to this agreement during the con tract period and five years thereafter,
except if an audit is in progress or audit findings are yet unresolved, in which case records shall
be kept until all audit tasks are completed and resolved. These books, records, documents and
other evidence shall be available, within 10 business days of written request. Further, the
C ontractor shall also require all Subcontractors, material suppliers, and other payees to retain all
books, records, documents and other evidence pertaining to this agreement, and to a llow the City
similar access to those documents. All books and records will be made available within a 50
mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit
reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the
reasonable cost of the audit, including any travel costs, must be borne by the C ontractor which
must be payable within five business days of receipt of an invoice.
Failure to comply with the provisions of this sect ion shall be a material breach of this contract
and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the
terms "books", "records", "documents" and "other evidence", as used above, shall be construed
to include draf ts and electronic files, even if such drafts or electronic files are subsequently used
to generate or prepare a final printed document.
XIX.
The parties may agree to settle any disputes under this Agreement by submitting the dispute to
arbitration or ot her means of alternate dispute resolution, such as mediation. No arbitration or
alternate dispute resolution arising out of or relating to this Agreement, involving one party’s
disagreement may include the other party to the disagreement without the other ’s approval.
XX.
All legal notices and communications required or permitted under this Agreement shall be
personally delivered or mailed to the respective parties by depositing same in the United States
mail to the addresses shown below, certified mail, return receipt requested, unless otherwise
specified herein:
To Contractor: To CITY:
TexasCityServices , LLC City of Denton
Kyle Kasner George C. Campbell
Managing Member City Manager
PO Box 110998 215 E. McKinney Street
Carrollton, TX 75011 Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is given, or
within three (3) days after the date of mailing.
XXI.
The Contractor shall not assign any of or rights under t his Agreement, or delegate the
performance of any of his duties hereunder, without the prior written consent of the City. This
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Contract shall be binding upon the parties hereto, their successors, heirs, personal
representatives and assigns.
XXII.
In per forming the services required hereunder, Contractor shall not discriminate against any
person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical
handicap. Contractor agrees that in connection with the services to be provided to City
hereunder that it will comply with all applicable laws and regulations regarding employment
discrimination applicable to Contractor.
XXIII.
All services required hereunder will be performed by C ontractor . All personnel engaged in work
shall have the necessary skills and experience, and shall be authorized and permitted under state
and local laws to perform such services.
Contractor shall inform the City of any conflict of interest that may be discovered or arise during
the term of this Agreement. Contractor shall complete and submit Exhibit B.
XXIV.
No waiver or modification of this Agreement or of any covenant, condition or limitation herein
contained shall be valid unless in writing and duly executed by the party to be charged ther ewith
and no evidence of any waiver or modification shall be offered or received in evidence in any
proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or
obligations of the parties hereunder, unless such waiver or modification is in writing, duly
executed; and, the parties further agree that the provisions of this section will not be waived
unless as herein set forth.
No amendment of this Agreement shall be valid unless in writing and signed by both parties.
XX V.
Notwithstanding any other provision in this Agreement, Contractor shall not be liable or held
responsible for any failure to perform or delays in performing its obligations under this
Agreement, which result from circumstances or causes beyond Contrac tor’s reasonable control,
including, without limitation, acts or omissions or the failure to cooperate pursuant to this
Agreement by City (including, without limitation, entities or individuals under its control, or any
of their respective officers, direct ors, employees, other personnel and agents), fire or casualty, act
of God, strike or labor disputes, war or other violence, or any law, order or requirement of any
governmental agency or authority.
XXVI.
A. The following Exhibits are attached to, incorpora ted herewith by reference, and made a
part of this Agreement:
Exhibit A : Scope of Services
Exhibit B : Conflict of Interest Form
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B. C ontractor shall commence, carry on, and complete any and all contract assignments with
all applicable dispatch, in a sound, economical, and efficient manner and in accordance
with the provisions hereof. In accomplishing the assignments , C ontractor shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being ca rried on by the C ity .
C. The City shall assist the C ontractor by placing at the C ontractor ’s disposal all available
information pertinent to the contract assignment , including previous reports, any other
data relative to the contract assignment , and arrangin g for the access thereto, and make all
provisions for the C ontractor to enter in or upon public and private property as required
for the C ontractor to perform services under this Agreement.
D. The captions of this Agreement are for informational purposes onl y, and shall not in any
way affect the substantive terms or conditions of this Agreement.
XXVII.
If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be
invalid or unenforceable, it shall be considered severable from the remainder of this Agreement
and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall
reform this Agreement to replace such stricken provision with a valid and enforceable provision
which comes as close as possible to expressing the intention of the stricken provision.
IN WITNESS HEREOF, City and Contractor have hereby executed this Agreement ; the
City acting by and through its duly -authorized Agent; and the C on tractor acting by and through
its duly -authorized, undersigned officer, on this day _____________________.
CONTRACTOR
By: _______________________
SIGNATURE
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY: _____________________________
GEORGE C. CAMPBELL, CITY MANAGER
BY: __________________________________ Date:________________________
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: _______________________________
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December 15, 2015.
12/21/2015
E XHIBIT A
I. S COPE OF S ERVICES
The Contractor shall to the best of its ability and skill, perform a review of
businesses operating within the C ity’s boundaries to confirm proper sales/use tax
c ollecting/reporting/remittances to the Texas Comptroller of Publ ic Accounts
(“Texas Comptroller”).
Businesses found to be non -compliant (“Suspect Businesses”) will be provided to
the C ity within a “Recovery Plan” where the Suspect Business(es) will be
identified, the periods where additional tax monies are likely due the C ity , and the
steps necessary to secure the monies are outlined. The Contractor will not execute
the Recovery Plan steps until C ity approval has been granted in writing .
The Recovery Plan will outline how the Contractor i ntends to 1) encourage
volu ntary correct past and prospective reporting with the Texas Comptroller by the
Suspect Business(es); or , if the business refuses to voluntarily comply, 2) how the
Contractor will prepare for C ity filing , and represent the C ity’s interests to t he
Texas Comp troller in seeking for the Texas Comptroller to correct the Suspect
Businesses’ past/prospective reporting.
Services offered by the Contractor to induce voluntary compliance by Suspect
Businesses include: research/consultation concerning businesses’ fac ts and Texas
tax l aw ; prepar ation for C ity and/or Suspect Businesses submission of private letter
rulings of the Comptroller seeking proper tax law application ; consultations
between legal advisors concerning pertinent tax law to facts/circumstances; and/o r
prepar ation for Suspect Businesses’ submission amended /corrected
past/prospective sales/use tax returns.
Additionally, the Contractor is authorized under the terms and conditions described
below to offer limited incentives to Suspect Businesses to gai n past/prospective
compliance. Any incentives discussed with Suspect Businesses by the Contractor
will only be with the C ity’s full understanding and consent , and with the
Contractor’s recommendation that an incentive be considered by the C ity .
The perio ds included in this review are all periods open under state ’s statute of
limitations or four years, whichever is greater.
This review does not result in any opinion, attestation, or other form of assur ance
with respect to the C ity’s transactional tax rep orting or any other financial reporting
functions of the C ity . The procedures employed by this review do not constitute an
examination or a review per General ly Accepted Auditing Standards. Neither does
this review constitute a review of internal contro ls over any C ity’s financial
reporting function. The review is not limited nor directed towards the discovery of
fraud, illegal acts, or material exceptions. The Contractor is not a public
accounting firm.
DocuSign Envelope ID: 468681F4-B155-47F6-BF61-A0731A71EDF5
II. B USINESS I NCENTIVES
The C ity agrees that any /all business local sales/use tax “incremental liabilities”
that may result as the business es become compliant with Texas tax law may be
waived upon recommendation of the Contractor and approved by the City Council .
If the liabilities cannot be waived , th en the C ity may agree to reimburse the
business (es ) for the incremental liabilities if approved by the City Council .
Additionally, the City may consider alternative or additional business incentives if
the incentive is deemed cost effective and in the bes t interest of the City.
Incremental liabilities are only those tax liabilities represent ing the difference of
aggregate local tax rate (2%) within the City’s boundaries and the actual amount of
local tax collec ted and remitted by the Suspect Business(es), an amount less than
2% aggregate local tax rate .
The Firm will provide any information, documentation and support to the City
necessary to allow the City to quantify the cost vs. the benefit of providing the
business(es) incentive necessary to gain Texa s tax compliance.
DocuSign Envelope ID: 468681F4-B155-47F6-BF61-A0731A71EDF5
EXHIBIT B
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session .
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relat ionship as defined by
Section 176.001(1 -a) with a local governmental entity and the vendor meets requirements under Sect ion 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the
vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a -1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this s ection is a misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 th business day after the
date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government office r named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local gov ernment officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: 468681F4-B155-47F6-BF61-A0731A71EDF5
12/3/2015
Certificate Of Completion
Envelope Id: 468681F4B15547F6BF61A0731A71EDF5 Status: Completed
Subject: Please DocuSign: Contract Documents 6000
Source Envelope:
Document Pages: 15 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 0 Karen E. Smith
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
karen.smith@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
12/2/2015 10:06:16 AM
Holder: Karen E. Smith
karen.smith@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Karen E. Smith
karen.smith@cityofdenton.com
Assistant Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 12/2/2015 10:10:39 AM
Viewed: 12/2/2015 10:10:49 AM
Signed: 12/2/2015 10:11:21 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Kyle Kasner
kylekasner@cityservices.us
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 173.57.131.45
Sent: 12/2/2015 10:11:22 AM
Viewed: 12/3/2015 10:04:21 AM
Signed: 12/3/2015 10:04:47 AM
Electronic Record and Signature Disclosure:
Accepted: 12/3/2015 10:04:21 AM
ID: 1793b140-3714-4f85-92a4-99dfea8822ca
John Knight
john.knight@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 12/3/2015 10:04:51 AM
Viewed: 12/3/2015 10:43:46 AM
Signed: 12/3/2015 10:44:10 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Julia Klinck
julia.klinck@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 12/3/2015 10:44:12 AM
Viewed: 12/3/2015 10:46:50 AM
Signed: 12/16/2015 11:04:41 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Signer Events Signature Timestamp
George C. Campbell
george.campbell@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 12/16/2015 11:04:45 AM
Viewed: 12/21/2015 11:01:03 AM
Signed: 12/21/2015 11:01:19 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Jennifer K. Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 12/21/2015 11:01:22 AM
Viewed: 12/28/2015 2:58:35 PM
Signed: 12/28/2015 2:59:17 PM
Electronic Record and Signature Disclosure:
Not Offered
ID:
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Charleta Gilbreath
charleta.gilbreath@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 12/3/2015 10:04:49 AM
Viewed: 12/3/2015 10:07:49 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Julia Klinck
julia.klinck@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 12/3/2015 10:04:49 AM
Viewed: 12/3/2015 10:07:30 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Robin Fox
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 12/16/2015 11:04:43 AM
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 1:39:51 PM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 12/28/2015 2:59:20 PM
Viewed: 12/29/2015 9:25:36 AM
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Not Offered
ID:
Antonio Puente
Antonio.Puente@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 12/28/2015 2:59:23 PM
Viewed: 12/29/2015 9:11:15 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Jane Richardson
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 12/28/2015 2:59:25 PM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Notary Events Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/28/2015 2:59:25 PM
Certified Delivered Security Checked 12/28/2015 2:59:25 PM
Signing Complete Security Checked 12/28/2015 2:59:25 PM
Completed Security Checked 12/28/2015 2:59:25 PM
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Compan y) may be required by law to provide to
you certain written notices or disclosures. Describ ed below are the terms and conditions for
providing to you such notices and disclosures elect ronically through your DocuSign, Inc.
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At any time, you may request from us a paper copy o f any record provided or made available
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If you decide to receive notices and disclosures fr om us electronically, you may at any time
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If you elect to receive required notices and disclo sures only in paper format, it will slow the
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All notices and disclosures will be sent to you ele ctronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user ac count all required notices, disclosures,
authorizations, acknowledgements, and other documen ts that are required to be provided or
made available to you during the course of our rela tionship with you. To reduce the chance of
you inadvertently not receiving any notice or discl osure, we prefer to provide all of the required
notices and disclosures to you by the same method a nd to the same address that you have given
us. Thus, you can receive all the disclosures and n otices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph imme diately above that describes the
consequences of your electing not to receive delive ry of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM
Parties agreed to: Kyle Kasner, Robin Fox
How to contact City of Denton:
You may contact us to let us know of your changes a s to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as f ollows:
To contact us by email send messages to: kevin.gun n@cityofdenton.com
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To request delivery from us of paper copies of the notices and disclosures previously provided
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