Loading...
HomeMy WebLinkAbout2010-166 Tax - Tax Management Associates, Inc. - Contract for Electronic Listing for Business Personal Property This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal ontrol Act. Name: ('I c 'c»u. [r. 60d-,,Finance Director TAX MANAGEMENT ASSOCIATES,INC. AND ORANGE COUNTY,NORTH CAROLINA AGREEMENT REGARDING USE OF TAXSCRIBE.COM ONLINE BUSINESS PERSONAL PROPERTY LISTING SERVICE This Agreement(this"Agreement")is made and entered into this -1 day of �cc�►►.1.-,i`- , 20_Lo_("Effective Date")by and between Orange COUNTY, a political subdivision of the State of North Carolina,hereinafter referred to as"COUNTY"and TAX MANAGEMENT ASSOCIATES, INC.,a corporation authorized to conduct business in North Carolina,hereinafter referred to as"TMA". WITNESSETH: WHEREAS, the COUNTY desires to enter into an agreement to obtain access to the TAXscribe.com online business personal property listing service created and maintained by TMA and described further herein; and WHEREAS, TMA offers to provide access to and information from TAXscribe.com to the COUNTY with assistance from the office of the Assessor and the Assessor's staff("Assessor"); THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree as follows: 1. Services. TMA will provide to the COUNTY access to the TAXscribe.com website and associated resources located at infonner.tmal.com for the purpose of receiving, reviewing, and accepting business personal property listing statements submitted with the COUNTY by "TAXPAYERS," defined as individuals or companies who have filed a business personal property listing, statement, or return with the COUNTY through resources provided on the website TAXscribe.com. During the term of this Agreement, listings, statements, and returns submitted by TAXPAYERS via Taxscribe.com with the COUNTY will be stored by TMA on the TAXscribe.com related resources, and notifications of filed listings, statements, and returns will be electronically communicated to the COUNTY. At any time during the term of this Agreement, the COUNTY will have access to all listings,statements,and returns filed with the COUNTY via Taxscribe.com,as well as ancillary reports, to be downloaded from the site either singly or in bulk transmission formats as described herein. a. Free Services. Services included in this paragraph will be provided to the COUNTY at no cost, and will be considered part of the "FREE SERVICES" associated with this product. Other service levels, as defined herein, are optional, but opting into a service line above the FREE SERVICES will not affect the delivery or access to FREE SERVICES. FREE SERVICES include user account access to TAXscribe.com and infonnentmal.com which are limited to information about TAXPAYERS. The following services are the FREE SERVICES: i. Access to informer.tmal.com, which is a reporting and analytics tool generated for the COUNTY with COUNTY information including the number of registered accounts, the number of accounts which have filed business personal property listings, statements, or returns or requests for extensions, and other related information. ii. Electronic delivery of individual filed COUNTY business personal property listings, statements, or returns, singly, electronically signed, and as an electronic image file in the Portable Document Format (PDF). The Assessor or his/her designee, as denoted through the account maintenance portion of informer.tmal.com, will receive notification of extension requests or completed business personal property listings,statements, or returns filed with the COUNTY via TAXscribe.com through an emailed notification which will constitute the date of delivery. That emailed notification will have a link to the associated business personal property image document which can be downloaded from a secure portal on the informer.tmal.com website. iii. The informentma 1.coin website will allow access to all completed individual business personal property listings, statements, or returns filed with the COUNTY via TAXscribe.com at any time through the secure access to allow for download, or re-download,of individual files. iv. COUNTY will have access to a custom created page on TAXscribe.com for the purpose of updating public contact information, posting information for TAXPAYERS, and generally customizing the content to their particular needs. b. Fee Services. TMA. offers other services associated with TAXscribe.com and informer.tmal.com. These "FEE SERVICES," as defined below are at the election of the COUNTY and will not abrogate or otherwise alter any of the FREE SERVICES defined in Section 1.a. Should the COUNTY elect to subscribe to these FEE SERVICES such election must be evidenced by an amendment to this Agreement signed by an authorized signer for the COUNTY and an authorized signer for TMA. i. Payment. The FEE SERVICES are charged on an annual subscription basis and will be billed January 1 of each calendar year,with payment due within sixty(60) days of issuance of the bill to the COUNTY. If payment is not received by TMA within sixty (60) days from billing date, the unpaid balance of fees will be subject to additional fees in the amount of one and one-half percent (1 1/2%) per month until payment is received. ii. Chance or Cancellation. A change in election of the FEE SERVICES, or a termination of FEE SERVICES, with respect to any calendar year must be in writing and received by TMA at the address indicated in Section 12 no later than December 1 of the preceding calendar year. 2 iii. EIection. If a FEE SERVICE, as described below, is elected by the COUNTY, such election must be evidenced by an amendment to this Agreement as noted in Section lb, above. Nothing in this Agreement shall be construed as binding the COUNTY to subscribe to any FEE SERVICE. iv. [ ] "Select" Fee Service. Initials The SELECT fee service allows the COUNTY to receive bulk transmissions of data resulting from business personal property filings made with the COUNTY via TAXscribe.com. This includes compiled information on multiple accounts which can be transmitted in a standard TMA defined file format. The COUNTY is responsible for uploading this data into the COUNTY system and for any modifications to the file or COUTNY systems to make uploading possible. The fee for this service is an annual subscription of $1,995.00. v. [ ] "Advanced" Fee Service. Initials The ADVANCED fee service level allows the COUNTY to receive bulk transmissions of data resulting from business personal property filings made with the COUNTY via TAXscribe.com. This includes compiled information on multiple accounts which can be transmitted in XML or CSV file formats for upload into the native COUNTY software. Bulk image file downloads will also be permitted. TMA technology staff and support will work with the COUNTY to determine the best file format and transmission methodology to support the COUNTY technology environment. The fee for this service is an annual subscription of$14,995.00. vi. [ ] "Ultimate"Fee Service. Initials The ULTIMATE fee service level includes TMA technology support to work with COUNTY technology providers or employees to create a customized import/export solution. The protocol created will allow the COUNTY to receive bulk files and import the data on a regular scheduled basis. TMA will support all changes made to COUNTY file formats and other changes that may occur throughout the year which will create needed changes to the electronic protocol for import/export. The fee for this service is an annual subscription of$24,995.00. vii.CPI Increase. On January I of each year (except for the January 1 immediately following the Effective Date), the fees contained in Section I.b.iv and 1.b.v shall increase (but will not decrease) by a percentage equal to the percentage increase, if any, in the CPI for the twelve month period ending September 30 of the prior year. "CPI" means the United States Department of Labor Consumer Price Index for All Urban Consumers (U.S. City Average - All Items) (1982-84=100) published by the United States Department of Labor, Bureau of Labor Statistics. TMA will give COUNTY written notice of the amount of the increase in fees for each year on or before November 15 of the preceding year. If the CPI is changed so that a base year other than 1982-84 is used, then the CPI shall be adjusted in accordance with the conversion factor published by the Bureau of Labor Statistics. If the CPT is discontinued or revised, the CPI used for purposes of this Agreement shall be adjusted or replaced by TMA in order to obtain substantially the same result as would be obtained if the CPT had not been so discontinued or revised. 3 c. Access to Information. Notwithstanding anything in this Agreement to the contrary, and regardless of whether COUNTY elects to obtain FEE SERVICES, COUNTY will have no right under or in connection with this Agreement to receive, have access to or view via Taxscribe.com listings, statements, returns, filings, or any other information filed with any county or governmental entity other than the COUNTY. d. No Conflict of Interest. Notwithstanding anything in this Agreement to the contrary, and regardless of whether COUNTY elects to obtain FEE SERVICES, COUNTY acknowledges and agrees that neither this Agreement nor TMA's performance of its obligations under this Agreement constitutes or creates any conflict of interest, including any conflict of interest which would (i)prohibit TMA from auditing, or otherwise impact TMA's ability to audit, tax listings, statements, filings, and returns filed with the COUNTY(regardless of whether they are filed via TaxScribe.com), or (ii) prohibit TMA from bidding upon, or otherwise impact TMA's qualifications to bid upon, any proposal to audit tax listings, statements, filings, and returns filed with the COUNTY(regardless of whether they are filed via TaxScribe.com). 2. Training. If requested by COUNTY, TMA will provide web-based training to designated County personnel on TMA's products including both TAXscribe.com and informer.tmal.com related services. Additionally, notwithstanding Section 5 below, if COUNTY asks TMA to conduct on-site training at COUNTY's facilities or any other training, and TMA agrees to provide such training, COUNTY will pay TMA's actual, reasonable expenses associated with that training, including 'IMA's travel, food, lodging, and mileage. 3. COUNTY Responsibilities. The COUNTY agrees to the following responsibilities for the purpose of reliable performance of the site and the intended purpose. a. Delivery of TAXPAYER Information. The COUNTY will be responsible for providing to TMA, prior to December 1 of each calendar year preceding the year of service, an electronic tax roll which contains the account numbers, business names, and location information that will aid TAXPAYERS in finding and associating their online listing account with the correct account numbers as proscribed by the COUNTY. This file will be sent to TMA through a Secure File Transmission Protocol (SFTP) or another format deemed suitable by both parties. The file should be delivered in a readily readable format such as XML or CSV with the appropriate identification tags contained in the file or attached therewith in a separate file delivered at the same time and place. If the COUNTY so elects, it may provide prior year assessment information for population on the site. Otherwise, the TAXPAYER will be allowed to fill in all prior year plus current year adjustments. The file provided may be limited to account numbers, business names, and situs address only for matching purposes. b. Timely Response to TAXPAYER Filines. TMA will send to the Assessor or his/her designee electronic notification of extension requests and business personal property filings. These electronic notifications will constitute the legal "Filing Date" of the referenced material, and it is incumbent on the COUNTY to review these notifications and draw down the full information from the provided resources in a timely manner. The COUNTY agrees that the date of electronic notification of extension requests and business personal property filings will be the date of such electronic notification. 4 c. Acceptable Formats. The COUNTY agrees to accept the electronic information received from TMA in regards to business personal property filings or extension requests in at least one of the following forms, 1) bulk electronic file transmissions where the data is represented by characters in pre-defined fields representing the information requested but not necessarily in the same format as the North Carolina Department of Revenue recommended form but containing in aggregate the same information requested in that form; 2) as image files which will visually appear the same as the North Carolina Department of Revenue recommended form but which will be composed of electronic information received from the TAXPAYER, including the represented signature information(or a conformed signature) in place of a physical ink signature; 3) in a text file format, either downloaded or otherwise transmitted which will contain the same information but in various formats; or 4) a printed paper version of the image file which would include signatures replaced by the electronic equivalent in the TAXscribe.com system. The COUNTY agrees that these may be acceptable forms of transmission, and agrees to accept such filings as legal submissions of TAXPAYER information related to business personal property filings or extension requests d. New Business Personal Property Accounts. The COUNTY will be responsible for reviewing information on new business personal property accounts through the use of informer.tmal.com. This service will allow the COUNTY to add an account number to the new account through the portal prior to delivery of that account to the COUNTY by other supplied methods for integration with the COUNTY's native database. If the COUNTY fails to provide a new account number for accounts which are missing the same, data will be delivered to the COUNTY in absence of this field or fields. e. Resolution for Electronic Listing. The COUNTY will be responsible for passing a resolution to allow the electronic submission of a business personal property listing statement as provided in North Carolina General Statute 105-304(a1). 4. Ownership. All rights to and title in the TAXscribe.com software, including all ownership, copyright, patent, trademark, service mark, trade secret, and other proprietary rights, belong to TMA. TMA reserves all rights not specifically granted to COUNTY in this Agreement. 5. Expenses. Except as otherwise provided in this Agreement, all expenses incurred by TMA in performing the Free Services and the Fee Services (collectively, the "Services") under this Agreement including, but not limited to, travel, food, lodging, mileage, salaries, etc. of TMA staff shall be the responsibility of TMA. Furthermore, except as otherwise provided in this Agreement, all expenses incurred by COUNTY in performing its obligations under this Agreement shall be the responsibility of COUNTY. 6. Warranties. TMA represents and warrants to COUNTY that (i) TMA has the power and authority to execute, deliver, and perform this Agreement, and (ii) TMA will perform the Services in a professional and workmanlike manner in accordance with this Agreement. COUNTY represents and warrants to TMA that COUNTY has the power and authority to execute, deliver, and perform this Agreement. 5 7. Disclaimers;Limitations. a. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7 ABOVE, TMA HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, AS TO TMA'S SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,AND NON-INFRINGEMENT. b. Limitation of Liability. TMA will not be liable for any incidental or consequential damages arising out of or relating to this Agreement, or a breach of this Agreement, even if TMA was advised of the possibility of such damages and whether or not such damages arise in contract,tort, or other theory of liability. TMA's liability under this Agreement will not exceed the aggregate amount COUNTY has paid TMA pursuant to this Agreement,regardless of the theory of recovery. 8. Content of Information. a. Pass-throuLyh Role. COUNTY acknowledges and agrees that TMA's role through providing TAXscribe.com is as a transfer of data and a service to both the TAXPAYER and the COUNTY. TMA in no way provides a review of or recommendations on the content of that information. TMA will correct any errors that are due to system flaws,bugs, or other like technical difficulties which are of no fault of the TAXPAYER or the COUNTY. b. Indemnitv. COUNTY will indemnify and hold harmless, and at TMA's election defend, TMA and its affiliates and their respective directors, officers, shareholders, managers, employees, and agents from and against all loss, liability, claim, damage, and expense (including costs of investigation and defense and reasonable attorneys' fees and expenses), whether or not involving a third-party claim, arising out of or related to any of the following: (i)any breach of this Agreement by COUNTY, 9. Availability of Resources. Except as provided below, it will be the responsibility of TMA to maintain TAXscribe.com and informer.tmal.com on TMA owned and managed server resources, provide internet connectivity to those servers, and consistent availability of these sites to the general public. The COUNTY does not have any responsibility for providing server resources, software assistance,or other availability resources for the use of the site beyond providing technical assistance on the native software formats used by the COUNTY in relation to the service level agreements. TMA will use commercially reasonable efforts and methods to ensure availability of these website resources, but cannot control acts of God, power interruptions, or other catastrophic events which may impact availability, and COUNTY understands and agrees that there may be instances where TMA needs to interrupt the Services without notice in order to perform system maintenance or protect the integrity of the Services. TMA will, however, use commercially reasonable procedures to limit interruptions and announce any scheduled downtimes. 10. Term and Cancellation. The initial term of this Agreement will commence on the Effective Date and will expire upon December 31 of 2013. Upon the expiration of the initial term and each renewal term, the term of this Agreement will automatically renew for consecutive one-year periods, unless either party provides the other with notice of non-renewal at least 30 days before the expiration of the then-current period, in which case the Agreement will expire effective at the end of the then-current 6 period. Additionally, if either party fails to cure a material breach of this Agreement within 30 days after the other party gives it written notice of the breach, the non-breaching party may terminate this Agreement by giving the breaching party written notice of termination. 1 I. Notices. All notices with respect to this Agreement, including any cancellation notices, should be sent to: Tax Management Associates,Inc. [COUNTY Notice Information] TAXscribe.com Contract Management Orange County Tax Administrator 2225 Coronation Blvd. 228 S. Churton St., Suite 200 Charlotte,NC 28227 P.O.Box 8181 Hillsborough,NC 27278 12. Governing Law. This Agreement and any related disputes will be governed by and construed in accordance with the laws of the state of North Carolina, except that no choice of law doctrine will be used to apply the laws of another jurisdiction. The United Nations Convention on the International Sale of Goods will not apply. 13. Transfer. Neither party will have the right to assign or transfer this Agreement or any of its rights under this Agreement without the prior written consent of the other party,except that a part),may assign or transfer this Agreement in connection with a sale or transfer of all or substantially all of the assets or business (to which this Agreement relates) of such party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and the permitted assigns and transferees of each party. No assignment releases the assignor from its liability under this Agreement. Any attempted assignment which is not in compliance with this Section 13 will be void. 14. Relationship of Parties. Each party will be and act as an independent contractor. The parties do not intend for this Agreement to create, and this Agreement will not be construed to create, any joint venture, partnership, or agency relationship between the parties so as to render either party liable to the other party for anything more than the performance of its respective obligations hereunder. 15. Force Maieure. Neither party will be liable for any breach or delay resulting from any cause beyond its reasonable control, including acts of God, war, insurrection, the public enemy, acts or omissions of any government, labor disputes or strikes, failure of power supply, or changes in the law. A party claiming excused performance due to a force majeure event will give the other party prompt written notice of such force majeure event. 16. Survival. Upon any expiration or termination of this Agreement, the parties will have no further obligations under this Agreement except the following obligations shall survive expiration or any termination of this Agreement: (i)the obligations of a party with respect to any breach by such party of this Agreement prior to such expiration or termination and(ii)the obligations contained in Section 9.b. 17. General. Any waiver of a breach of this Agreement must be in an express writing signed by the waiving party, and no waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision. The term"including" in this Agreement will not be construed to be limiting. The unenforceability of any provision of this Agreement will not affect the enforceability of any other provisions of this Agreement, which will remain in full force and effect. If any of the covenants or provisions of this Agreement are determined to be unenforceable by reason of its extent, duration, scope, or otherwise, the court making such determination will reduce such extent, 7 duration, scope, or other provision and enforce them in their reduced form for all purposes contemplated by this Agreement. Section headings in this Agreement are provided for convenience only and will not affect its construction or interpretation. The exchange of copies of this Agreement and of signature pages by facsimile or other electronic transmission will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or other electronic will be deemed to be their original signatures for any purpose whatsoever. This Agreement is the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, whether written or oral, between the parties with respect to the subject matter. This Agreement can only be amended by a writing both parties sign. Except as expressly provided in this Agreement, the use of the terms "hereunder," "hereof," "hereto," "herein," and words of similar import shall refer to this Agreement as a whole and not to any particular Section or clause of this Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which,when taken together,will be deemed to constitute one and the same agreement. The parties have expressed their agreement to these terms by causing this Agreement to be executed by their duly authorized officer or agent. This Agreement shall be effective as of the Effective Date. Tax Management Associates, Inc. ORANGE COUNTY By:�tr�� .�< By: Title: fir' ' &L I �1 Title: ,ter Date: 110 Date: t t., t -7--Xi V e T d m: artment Pfrector App o ed as to Legal Sufficiency: Offi�e of the tounty Attorney 8