HomeMy WebLinkAbout474315 REVENUE RECOVERY GROUP INC - CONTRACT - RFP - 7130 SALES USE AND LODGING TAX THIRD PARTY AUDITORPROFESSIONAL SERVICES AGREEMENT
WORK ORDER TYPE
THIS AGREEMENT made and entered into the day and year set forth below by and between
THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the
"City" and Revenue Recovery Group, Inc., hereinafter referred to as "Professional".
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed by
and between the parties hereto as follows:
Scope of Services. The Professional agrees to provide services in accordance with
any project Work Orders for Bid 7130 Sales/Use Tax Auditing Services, issued by the City. Such
Scope of Services and a blank sample of a work order is attached hereto as Exhibit "A", consisting
of four (4) pages and is incorporated herein by this reference. No work order shall exceed $15,000.
The City reserves the right to independently bid any project rather than issuing a Work Order to the
Professional for the same pursuant to this Agreement.
2. The Work Schedule. The services to be performed pursuant to this Agreement shall
be performed in accordance with the Work Schedule stated on each Work Order.
3. Time of Commencement and Completion of Services. The services to be performed
pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the
essence. Any extensions of any time limit must be agreed upon in writing, by the parties hereto.
4. Contract Period. This Agreement shall commence June, 1, 2010, and shall continue
in full force and effect until May 31, 2011, unless sooner terminated as herein provided. In addition,
at the option of the City, the Agreement may be extended for additional one year periods not to
exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by
and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State
Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to
the Professional and mailed no later than ninety (90) days prior to contract end.
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PROVIDER have been concluded. City agrees to allow access by SERVICE PROVIDER to
the information and data available to City through its reciprocity arrangements with other
taxing jurisdictions for the purpose of determining the existence of delinquent taxes, or
untaxed transactions. This access by SERVICE PROVIDER shall be subject to any
limitations imposed by written agreements with other taxing jurisdictions, which may restrict
the information that may be shared by City with SERVICE PROVIDER. City acknowledges
that SERVICE PROVIDER performs its service for a number of other taxing jurisdictions, and
consents to SERVICE PROVIDER obtaining information from taxpayers in connection with
simultaneous audits for more than one taxing jurisdiction.
9. City agrees that information provided by SERVICE PROVIDER on the "audit request form" for
the purpose of securing approval for audit of that vendor is proprietary, and City further
agrees that if City has not contacted the vendor to initiate an audit prior to receipt of the
SERVICE PROVIDER "audit request form" City will not deny SERVICE PROVIDER approval
and then use the information to pursue the vendor for the purpose of recovering delinquent
revenues.
EXHIBIT B
FEES AND EXPENSES
The per hour billing rates for the personnel of SERVICE PROVIDER shall be $135.00 per
hour for audit services outlined in this Contract. SERVICE PROVIDER will provide the City a
report of preliminary audit findings at the conclusion of a Discovery Phase (5 — 25 hours
depending on complexity). The report shall provide the City information relating to significant
errors, and estimates of outstanding tax due and costs to complete a full -scope audit of the
taxpayer's records. The Discovery Phase may be extended upon approval of the City.
All participating jurisdictions will pay their prorated share of the audit expenses based on the
audit hours allocated.
EXHIBIT C
AGREEMENT TO MAINTAIN CONFIDENTIALITY OF TAX RECORDS
1. Confidential Nature of Tax Records. The Professional hereby acknowledges that the tax
records obtained from the City are confidential and that the disclosure of such records by the
Professional to third parties constitutes a violation of Section 2-568, Section 25-166 and 25-264 of
the Code of the. City of Fort Collins and grounds for the immediate termination of the Professionals
contractual relationship with the City.
2. Access to Tax Records. Except as otherwise expressly provided for in this Agreement, the
Professional shall not duplicate or distribute any of the City's tax records. The Professional shall not
use the City's tax records to obtain any economic or other benefit for itself, or any third party, except
as specifically authorized by the City. The Professional further agrees that only those of its
employees who must have access to the City's tax records in order to fulfill the Professional's
obligations under an agreement with the city for the purpose of conducting an economic and
financial analysis of regional retail proposals shall be afforded access to such records. Each such
employee shall be informed by the Professional of the existence of the Professional's agreement to
maintain the confidentiality of the City's tax records and shall agree to be bound by and to comply
with the provisions of this Agreement regarding the terms and conditions of the receipt of such
records. Each such employee shall further receive a copy of this section of the Agreement and shall
execute the Acknowledgement set forth as Exhibit "A" hereto (the "Acknowledgement"). One copy
of each such Acknowledgement shall be provided to the City for its records. Furthermore, all tax
records supplied to the Professional pursuant to the Professional Services Agreement will be
returned to the City.
3. Disclosure Requests. In the event the Professional *is made a party or threatened to be
made a party, or is involved in any action, suit, or proceedings, whether civil, criminal, investigative,
or appellate, and in connection therewith is requested or required to disclose (by oral questions,
interrogatories, requests for information or documents, subpoena, civil investigative demand or
similar process), or wish to disclose any portion of the tax records supplied to the Consultant by the
City under this Agreement, the Consultant agrees to (i) provide the City with prompt notice of the
existence, terms, and circumstances surrounding such a request, (ii) consult with the City on the
advisability of taking legally available steps to resist or narrow such request, and (iii) if disclosure of
such information is required by others or is sought by the Consultant, exercise best efforts to obtain
a protective order or other reliable assurance that confidential treatment will be afforded to the City's
tax records. The Consultant further agrees that, if in the absence of a protective order or the receipt
of a waiver of the Consultant's compliance with the provisions of this section, the Consultant is
nonetheless, in the opinion of the Consultant's legal counsel, compelled, notwithstanding this
Agreement, to disclose any portion of the .City's tax records to anyone or else stand liable for
contempt or suffer censure or penalty, the consultant may disclose such information to such tribunal
without liability hereunder.
5. Early Termination by City/Notice. Notwithstanding the time periods contained herein,
the City or Professional may terminate this Agreement at any time without cause by providing written
notice of termination to the other party. Such notice shall be delivered at least fifteen (15) days prior
to the termination date contained in said notice unless otherwise agreed in writing by the parties. All
notices provided under this agreement shall be effective when mailed, postage prepaid and sent to
the following address:
Professional: City: With Copy to:
Revenue Recovery Group, Inc. City of Fort Collins City of Fort Collins
Attn: King Woolf Attn: Finance, Chuck Seest Attn: Purchasing
11924 Coursey Blvd, Ste C PO Box 580 PO Box 580
Baton Rouge, LA 70816 Fort Collins, CO 80522 Fort Collins, CO 80522
in the event or any such early termination by either party, the Professional shall be paid for services
rendered prior to the date of termination subject only to the satisfactory performance of the
Professional's obligations under this Agreement. Such payment shall be the Professional's sole right
and remedy for such termination.
.6. Project Insurance and Insurance Responsibility. The Professional shall be
responsible for the professional quality, technical accuracy, timely completion and the coordination
of all services rendered by the Professional, including but not limited to plans and reports, and shall,
without additional compensation, promptly remedy and correct any errors, omissions, or other
deficiencies. The Professional shall indemnify, save and hold harmless the City its officers and
employees, in accordance with Colorado law, from all damages whatsoever claimed by third parties
against the City and for the City's costs and reasonable attorney's fees arising directly or indirectly
out of the. Professional's negligent performance of any of the services furnished under this
Agreement. The Professional shall maintain commercial general liability insurance in the amount of
$500,000 combined single limits and errors and omissions insurance in the amount of 500,000.
7. Compensation. In consideration of services to be performed pursuant to this
Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis
designated in Exhibit "B", consisting of one (1) page, attached hereto and incorporated herein by
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r
this reference. At the election of the City, each Work Order may contain a maximum fee, which shall
be negotiated by the parties hereto for each such Work Order. Monthly partial payments based
upon the Professional's billings and itemized statements are permissible. The amounts of all such
partial payments shall be based upon the Professional's .City -verified progress in completing the
services to be performed pursuant to the Work Order and upon approval of the Professional's direct
reimbursable expenses. Final payment shall be made following acceptance of the work bythe City.
Upon final payment, all designs, plans, reports, specifications, drawings, and other services
rendered by the Professional shall become the sole property of the City.
8. City Representative. The City will designate, prior to commencement of work, its
project representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the project. All requests for contract interpretations, change
orders, and other clarification or instruction shall be directed to the City Representative.
9. Monthly Report. Commencing thirty (30) days after Notice to Proceed is given on any
Work Order and every thirty days thereafter, Professional is required to provide the City
Representative with a written report of the status of the work with respect to the Work Order, Work
Schedule and other material information. Failure to provide any required monthly report may, at the
option of the City, suspend the processing of any partial payment request.
10. Independent Contractor. The services to be performed by Professional are those of
an independent contractor and not of an employee of the City of Fort Collins. The City shall not be
responsible for withholding any portion of Professional's compensation hereunder for the payment of
FICA, Workers' Compensation, other taxes or benefits or for any other purpose.
11. Personal Services. It is understood that the City enters into this Agreement based on
the special abilities of the Professional and that this Agreement shall be considered as an
agreement for personal services. Accordingly, the Professional shall neither assign any
responsibilities nor delegate any duties arising under this Agreement without the prior written
consent of the City.
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12. Acceptance Not Waiver. The City's approval of drawings, designs, plans,
specifications, reports, and: incidental work or materials furnished hereunder shall not in any way
relieve the Professional of responsibility for the quality or technical accuracy of the work. The City's
approval or acceptance of, or payment for, any of the services shall not be construed to operate as a
waiver of any rights or benefits provided to the City under this Agreement.
13. Default. Each and every term and condition hereof shall be deemed to be a material
element of this Agreement. In the event either parry should fail or refuse to perform according to the
terms of this agreement, such parry may be declared in default.
14. Remedies. In the event a parry has been declared in default, such defaulting party
shall be allowed a period of ten (10) days from the date of notice, within which to cure said default.
In the event the default remains uncorrected, the party declaring default may elect to (a) terminate
the Agreement and seek damages; (b) treat the Agreement as continuing and require specific
performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party
commences legal or equitable actions against the defaulting party, the defaulting party shall be liable
to the non -defaulting parry for the non -defaulting party's reasonable attorney fees and costs incurred
because of the default.
15. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire
agreement between the parties and shall be binding upon said parties, their officers, employees,
agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal
representatives, successors and assigns of said parties.
16. Law/Severability. The laws of the State of Colorado shall govern the construction,
interpretation, execution and enforcement of this Agreement. In the event any provision of this
Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision of this Agreement.
17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101,
C.R.S., et. seq., Professional represents and agrees that:
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a. As of the date of this Agreement:
1. Professional does not knowingly employ or contract with an illegal alien
who will perform work under this Agreement; and
2. Professional will participate in either the e-Verify program created in
Public Law 208, 104th Congress, as amended, and expanded in Public Law 156,
108th Congress, as amended, administered by the United States Department of
Homeland Security (the "e-Verify Program") or the Department Program (the
"Department Program"), an employment verification program established
pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment
eligibility of all newly hired employees to perform work under this Agreement.
b. Professional shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement or knowingly enter into a contract with a subcontractor that
knowingly employs or contracts with an illegal alien to perform work under this
Agreement.
C. Professional is prohibited from using the e-Verify Program or Department
Program procedures to undertake pre -employment screening of job applicants while this
Agreement is being performed.
d. If Professional obtains actual knowledge that a subcontractor performing work
under this Agreement knowingly employs or contracts with an illegal alien, Professional
shall:
Notify such subcontractor and the City within three days that Professional
has actual knowledge that the subcontractor is employing or contracting with an
illegal alien; and
2. Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to this section the subcontractor does not
cease employing or contracting with the illegal alien; except that Professional
shall not terminate the contract with the subcontractor if during such three days
the subcontractor provides information to establish that the subcontractor has not
knowingly employed or contracted with an illegal alien.
e. Professional shall comply with any reasonable request by the Colorado
Department of Labor and Employment (the "Department") made in the course of an
investigation that the Department undertakes or is undertaking pursuant to the authority
established in Subsection 8-17.5-102 (5), C.R.S.
If Professional violates any provision of this Agreement pertaining to the duties
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imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this
Agreement is so terminated, Professional shall be liable for actual and consequential
damages to the City arising out of Professional's violation of Subsection 8-17.5-102,
C.R.S.
g. The City will notify the Office of the Secretary of State if Professional violates this
provision of this Agreement and the City terminates the Agreement for such breach.
18. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit "C", consisting of one (1) page,
attached hereto and incorporated herein by this reference.
SJEAL
City
APP5AS TO FORM:
Assi6t&nt City Attorney
ATT
THE CITY OF FORT COLLINS, COLORADO
n",
By:
(fJqffies B. O'Neill II, CPPO, FNIGP
jYirector of Purchasing & Risk Management
Date: %
Revenue Recovery Group, Inc.
By: 4!-,
Title: f ,/j,
CORPORATE PRESIDENT OR VICE PRESIDENT
Date: (?—/,
(Corporate Seal) Corporate Secretary
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EXHIBIT "A"
WORK ORDER FORM
PURSUANT TO AN AGREEMENT BETWEEN
THE CITY OF FORT COLLINS
AND
Revenue Recovery Group, Inc.
DATED: June 1, 2010
Work Order Number:
Purchase Order Number:
Project Title:
Commencement Date:
Completion Date:
Maximum Fee: (time and reimbursable direct costs):
Project Description:
Scope of Services:
Acceptance
Professional agrees to perform the services
identified above and on the attached forms in
accordance with the terms and conditions contained
herein and in the Professional Services Agreement
between the parties. In the event of a conflict
between or ambiguity in the terms of the
Professional Services Agreement and this work
order (including the attached forms) the Professional
Services Agreement shall control.
The attached forms consisting of _ (_) pages are
hereby accepted and incorporated herein, by this
reference, and Notice to Proceed is hereby given.
Professional
By:_
Date:
City of Fort Collins
By:
James B. O'Neill ll, CPPO, FNIGP
Director of Purchasing and Risk Management
(over $60,000.00)
Date:
User
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Scope of Services
A. Responsibilities of SERVICE PROVIDER.
1. SERVICE PROVIDER will render auditing services —and other related services with regard to
the following taxes and/or fees:
Sales and use tax
Construction use tax
Public Improvement Fee (PIF)
Accommodations or lodging tax
Franchise fees
Other: To be determined by City
2. The specific services to be provided by SERVICE PROVIDER hereunder shall be as follows:
a. Assistance as requested by the City
taxpayers to be audited, selecting the
acceptable methodologies for the audit;
in establishing criteria for the selection of
taxpayers to be audited, and identifying
b. Identification of the specific taxes and/or fees to which the audit will apply;
c. Audit planning, including the contacting of each taxpayer to be audited and
scheduling of each audit;
d. Identifying and obtaining the taxpayer records to be reviewed in conducting the audit;
e. Conducting testing, searching for unrecorded transactions or disbursements,
examining expense accounts, examining fixed assets, or otherwise performing such
other audit procedures as determined necessary or appropriate by the City and
SERVICE PROVIDER;
f. Preparing audit summaries and work papers, assessments, and such other
documents as requested by the City;
g. Attendance, as requested by the City, during conferences, negotiations, and
hearings concerning the audit;
h. If requested by the City, assistance in negotiation of settlements or compromises,
although it is understood that SERVICE PROVIDER shall have no authority to approve
any such settlements or compromises on the City's behalf;
i. If requested by the City, assistance in reviewing a taxpayer's request for a refund of
taxes or fees paid to the City, including verification of the accuracy of the refund
request, adjustments to the proposed refund amount, audit of all open periods of the
taxpayer, and determination and adjustment for any additional taxes or fees owed to the
City.
j. Collection assistance, as requested by the City; and
k. Related matters as agreed to by, City and SERVICE PROVIDER.
3. SERVICE PROVIDER's auditing services will be considered substantially complete upon
determination of delinquent taxes, penalties, and/or interest, and disclosure of the same to
the City. City acknowledges that SERVICE PROVIDER will incur substantial expense, and
assume substantial risk, in connection with the rendition of its auditing services, due to the
amount of time and effort in discovery, auditing, consulting, and research.
4. SERVICE PROVIDER shall not initiate any audit or contact any taxpayer for the purpose of
conducting an audit for City unless City has authorized such action in writing.
5. Upon request by the City, SERVICE PROVIDER shall provide to the City a copy of all
correspondence between SERVICE PROVIDER and any taxpayer selected for an audit, as
well as all other records or papers pertinent to such audit.
B. Responsibilities of City.
1. City shall cooperate with SERVICE PROVIDER in completing its services, and shall provide
such information as is in its possession and as is reasonably necessary for SERVICE
PROVIDER's work under this Agreement.
2. The City shall notify SERVICE PROVIDER of administrative procedures required to be
followed by SERVICE PROVIDER.
3. The City's designated representative, on whose instructions and directions SERVICE
PROVIDER may rely for the purposes of this Agreement, is the following or such other
person as the City may designate in writing:
a. Peggy Streeter, Sr. Sales Tax Auditor
4. The City shall make its copying facilities available to SERVICE PROVIDER at no cost for
making copies of work papers, reports and other similar documents generated by SERVICE
PROVIDER in performing services hereunder.
5. The City shall make its City Attorney reasonably available to SERVICE PROVIDER for the
purpose of inquiry concerning the application of the City's ordinances and other laws
applicable to the audit.
6. The City acknowledges that SERVICE PROVIDER shall not be expected to provide legal
support, which may be needed to pursue an assessment, other than attendance at
conferences, negotiations, and hearings concerning the assessment as requested by City.
7. If SERVICE PROVIDER has initiated services related to any vendor prior to the date of the
City's notice of termination of the Agreement, then, in such event, SERVICE PROVIDER
may continue such services and shall receive its compensation.
8. City agrees to provide SERVICE PROVIDER with a letter of authorization for the purpose of
presentation to taxpayers(s), sufficient to permit the access by SERVICE PROVIDER to the
records and documentation of such taxpayer(s). City agrees to expedite its authorization,
and to perform all acts necessary to compel cooperation by the taxpayer(s), when necessary.
Once authorized, City agrees that SERVICE PROVIDER shall have full authority and power
to contact taxpayers for the purpose of auditing all relevant records and documentation,
which authority and power shall not be withdrawn until the auditing services of SERVICE