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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 DocuSign Envelope ID: 468681F4-B155-47F6-BF61-A0731A71EDF5 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 DocuSign Envelope ID: 468681F4-B155-47F6-BF61-A0731A71EDF5 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. DocuSign Envelope ID: 468681F4-B155-47F6-BF61-A0731A71EDF5 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. DocuSign Envelope ID: 468681F4-B155-47F6-BF61-A0731A71EDF5 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 DocuSign Envelope ID: 468681F4-B155-47F6-BF61-A0731A71EDF5 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. DocuSign Envelope ID: 468681F4-B155-47F6-BF61-A0731A71EDF5 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. DocuSign Envelope ID: 468681F4-B155-47F6-BF61-A0731A71EDF5 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. DocuSign Envelope ID: 468681F4-B155-47F6-BF61-A0731A71EDF5 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 DocuSign Envelope ID: 468681F4-B155-47F6-BF61-A0731A71EDF5 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 DocuSign Envelope ID: 468681F4-B155-47F6-BF61-A0731A71EDF5 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: _______________________________ DocuSign Envelope ID: 468681F4-B155-47F6-BF61-A0731A71EDF5 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. (DocuSign) Express user account. Please read the in formation below carefully and thoroughly, and if you can access this information electronical ly to your satisfaction and agree to these terms and conditions, please confirm your agreement by cl icking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy o f any record provided or made available electronically to you by us. For such copies, as lo ng as you are an authorized user of the DocuSign system you will have the ability to downlo ad and print any documents we send to you through your DocuSign user account for a limited pe riod of time (usually 30 days) after such documents are first sent to you. 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Consequences of changing your mind If you elect to receive required notices and disclo sures only in paper format, it will slow the speed at which we can complete certain steps in tra nsactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your a cknowledgment of your receipt of such paper notices or disclosures. To indicate to us tha t you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically fro m us and you will no longer be able to use your DocuSign Express user account to receive required n otices and consents electronically from us or to sign electronically documents from us. 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 To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address w here we should send notices and disclosures electronically to you, you must send an email messa ge to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: you r previous e-mail address, your new e-mail address. 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