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AG 07-126 ~ 'DATE IN: I DATE OUT: TO: e. :2:> CITY OF FEDERAL WAY LAW DEPARTMENT 1. ORIGINATING DEPT.IDIV: fIN rTN C~ I WI L) ORIGINATING STAFF PERSON:--TItb ~Q..ftlYS TYPE OF DOCUMENT REQUESTED (CHECK ONE) ,. PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE/LABOR AGREEMENT o PUBLIC WORKS CONTRACT o SMALL PUBLIC WORKS CONTRACT (LESS THAN $200,000) o PURCHASE AGREEMENT) (MATERIALS, SUPPLIES, EQUIPMENT) o REAL ESTATE DOCUMENT REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP 6. 7. 8. 9. 10. 11. EXT: ZC32D 3. DATE REQ. BY: o SECURITY DOCUMENT (E.G. AGREEMENT & PERFIMAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) o CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) o CONTRACT AMENDMENT AG#: 0') "!fl Y o CDBG yOTHER LAx -I- j}udJ l'CP..AlI.L.e- 5. PROJECT NAME: ~1J71~7:, UC~Se- Co<<lPLlf\NCE: vtu~\~ TELEPHONE'Zo(O "J.4~-UoSO~\ TITLE ATTACH ALL EXHIBITS AND CHECK BOXES 0 SCOPE OF SERVICES l' ALL EXHIBITS REFERENCED IN DOCUMENT o INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE TERM: COMMENCEMENT DATE: C5 -'7 -tJ7 COMPLETION DATE: nPt:'N I i('!.J:J TOTAL COMPENSATION $ v::Pk \0 eJt lO. tIO~~ l,' ~eVU (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY CONTRACT REVIEW o PROJECT MANAGER o DIRECTOR o RISK MANAGEMENT A LAW 5., c;;.\e S'2?> INITIALIDATE APPROVED INITIALIDATE APPROVED 2. 4. \W t;fz 'lJ 01 ~ ~!-f~ ~~ ,uk(' INITIALIDATE APPROVED MA-{? 10/11/01- I ~. INITIALIDATE APPROVED CONTRACT SIGNATURE ROUTING o LAW DEPARTMENT o CITY MANAGER o CITY CLERK o SIGN COPY BACK TO ORGINATING DEPT. o ASSIGNEDAG# 07 -1r9/~ II o PURCHASING: PLEASE CHARGE TO: -CD-UJ 00 ~ 64J. S 1/. /0. VI D COMMENTS 07/05 TAX AND LICENSE AUDIT AGREEMENT THIS AGREEMENT is made by and between Microflex, Inc. a Washington State corporation (hereinafter "Microflex") and The City of Federal Way (hereinafter "Client") the parties hereto. In consideration of the covenants contained herein, the parties AGREE as follows: Section 1: Scope of Work. Microflex will provide a tax and license audit and discovery program in an attempt to recover additional tax and license revenue for Client. These services will include the following items. (a) Business Licenses: Microflex will look for new business licenses in the following ways: (1) Cross match sales tax return files to Client business license files to ensure firms which report retail sales to the Client are licensed. (2) Cross match telephone business listings from the yellow pages and fire department inspection reports (if available) to both sales tax information and Client business licenses to ensure these firms are licensed. (b) Microflex duties herein will be performed primarily using computer technology, and will be in large part dependent on cooperation of the Client, including the Client supplying the necessary data and resources requested by Microflex. (c) Microflex will perform the following aspects of audits: (1) Using computer technology to identify potential missing licenses. (2) Act as an agent of the Client in contacting the appropriate business or state agency .to determine if fees are due. (3) Provide monthly reports showing the status of the audit. Section 2: Data to be supplied bv Client. Client will provide Microflex within 20 days of request the following data in a computer readable format: (a) Business license data including, at a minimum, name, address, phone number, state UBI#, City/Client registration number, business license date and business type. This download will be provided each month. Section 3: Client Responsibilities: The Client will provide Microflex with the following: (a) Data described in Section 2 hereof. (b) Copies of appropriate ordinances governing applicable taxes. Microflex may also obtain this information from Client's website or other resources if available. (c) Appropriate Client stationery supplies for mailings such as letterhead, windowed envelopes and any forms used to sign up new business licenses. Microflex will create correspondence relating to tax recovery/discovery or new business registrations. (d) Any other information reasonably required from Client for Microflex to perform its duties. (e) Client will cooperate with Microflex in any reasonable and necessary request. TAX AND LICENSE AUDIT AGREEMENT Page 1 .. Section 4: Audit Fees. Microflex will be compensated on a percentage of revenue recovered basis as follows: (a) New business licenses discovered - 20% of the full year license fee paid with a minimum of $10 per new business license discovered. Section 5: Reimbursable Expenses. In addition to the Audit Fees previously specified, the Client will reimburse Microflex for its reasonable costs associated special request activities over and above those called out in this document. These include but are not necessarily limited to postage and handling, photocopies and printing charges, faxes, and traveling expenses. Section 6: Payment Terms. Invoices are generally submitted monthly to the Client and are due within 30 days after receipt. Audit Fees are due upon the Client receiving the new revenue discovered by Microflex. Past due amounts shall accrue interest at the rate of 18% per annum. Section 7: Audit Termination. The audit services can be terminated with 30 days advance written notice by either party. For new sales tax accounts and new utility tax accounts described in Section 4(b) and (e) whose one year period extends beyond the termination of the audit, the Client agrees to continue to identify revenue receipts and pay Microflex fees until the one year period expires. Client shall provide to Microflex such necessary information and data to verify Client's compliance regarding fees to be paid to Microflex after termination of its audit services. Section 8: Confidentialitv. In the course of fulfilling its responsibilities under this proposal, Microflex may have access to confidential taxpayer information and other confidential information from other sources. Microflex agrees not to disclose such information in any form to any party without the prior written consent of the Client, or as may otherwise be required by legal process. Notwithstanding the above provision, Client authorizes Microflex to distribute gross amounts collected on behalf of Client, and Client referral contacts, for marketing and promotional purposes of Microflex. Section 9: Indemnification. Microflex will indemnify and hold harmless the Client, its officers, agents and employees from and against any and all liabilities, costs, damages, lawsuits, including the cost of all reasonable attorney fees, to the extent of its negligent performance of Microflex's responsibilities, the provisions of this section shall survive the termination or expiration of the agreement for events occurring prior to the termination or expiration. Section 10: No Guarantees/Insurance. Microflex will put forth its best efforts to identify as much missing, unreported or under-reported tax and license revenue as possible, which will depend on the Client's cooperation among Client's other duties herein. However, Microflex does not guarantee that it will identify or recover 100% or any other percentage of missing or uncollected tax, license or other revenue. In no event will Microflex be liable for its failure to identify or collect missing or wrongfully reported taxes and license fees. Microflex agrees to carry a minimum of $1,000,000.00 of general liability insurance and the City shall be named as an additional insured. Section 11: Computer Software. Client agrees to execute Microflex's applicable software licensing and/or other agreements should Microflex install its software on Client's computers. Section 12: Notices. Notices may be addressed to the parties' representatives executing this Agreement. A party may change its representative(s), or its address by written notice to the other party. Notices may be hand delivered, or mailed with pre-paid postage, or faxed or emailed if there is proof of receipt. Section 13: Law and Venue. This Agreement shall be governed by the laws of the State where the Client is located, and venue of any matter arising out of this Agreement shall be maintained in the County where the Client is located. T AX AND LICENSE AUDIT AGREEMENT Page 2 Section 14: Attornev Fees. Should legal action be necessary to enforce or interpret this Agreement, all parties shall be responsible for their own fees, costs and expenses, including expert witness fees. Section 15: Severabilitv. If any portion of this Agreement is invalid, the remaining portions shall remain in full force and effect. Section 16: Execution of AQreement. This Agreement may be executed and transmitted via facsimile or other electronic means. This Agreement will become binding on the date of last execution hereon. This Agreement may be executed in counter-parts, when both read together the Agreement shall constitute one and the same agreement. The person signing this Agreement represents that he or she has full and proper authority to do so and to bind the party which they are representing. Section 17: No construinq Aqainst Drafter. This Agreement in its finalized form is the result of the combined efforts of the parties, and any rule of construction that ambiguities are to be construed against the drafting party, shall not apply. Section 18: Complete Aqreement. This document contains the full Agreement between the parties, and supercedes all prior representations and promises with respect to the subject matter of this Agreement. This Agreement may only be changed by a signed writing by the parties. Microflex, Inc. 2201 SW 152nd Street Seattle, Washington 98166 DATE: ~/ch;~ ~ BY~ /hns City of Federal Way 33325 8th Ave S Federal Way WA 98063-9718 DATE: 0/10/DI By c# :;:P Name: IlAtiJ (~W6) Title: (if11fA'lt.R. T1'~ Approved as to Form: BY:~C-- ~D_~.-/ Name: Mo"", c-...... ~Ic... Title: c~ St-a-fP A-tf.o,.,"'J TAX AND LICENSE AUDIT AGREEMENT Page 3