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<br />specific audit activity. Accordingly, the CITY shall pay MMC twenty-five <br />percent (25%) of the additional revenues, including interest and penalties, that <br />MMC is able to reasonably substantiate has resulted from its CITY -specific <br />compliance review activities. Said 25% applies to the additional revenue <br />received by the CITY for the first twelve quarters following the correction of <br />the error/omission. In addition, MMC may seek to recover all revenue due the <br />CITY from prior periods, if any. In that case, MMC will also receive 25% of <br />any retroactive recovery. <br /> <br />2. Notwithstanding subsection (1) above, nothing herein shall prohibit the parties <br />from entering into a written agreement on compensation for CITY -specific <br />audit services on a fixed fee or any other separately negotiated basis. <br /> <br />3. In the event that any legal services from LAW FIRM are required in <br />connection with a CITY -specific audit, the cost of such services to the CITY <br />shall be paid by MMC, and MMC shall disclose to the CITY the financial <br />arrangement between MMC and LAW FIRM regarding the payment of such <br />costs. <br /> <br />D. CITY's Obligations <br /> <br />Regarding the CITY -specific compliance review activities of MMC in Sections 4 and <br />6(C) above, the CITY agrees to: <br /> <br />1. Invoice the responsible party for tax deficiencies (plus interest and penalties if <br />applicable) identified and confirmed by MMC within thirty (30) days <br />following receipt ofMMC's detection report or correspondence; <br /> <br />2. Provide MMC with a copy of any settlement agreement with a taxpayer/tax <br />collector within ten (10) days of entering into such agreement; and, <br /> <br />3. Notify MMC within ten (10) days following receipt by the CITY of payments <br />(cash, installment, or other compensation directly benefiting the CITY) of <br />such tax deficiencies, whether invoiced or not. Upon receipt of such notice, <br />MMC will promptly invoice the CITY. MMC's compensation is due and <br />payable within thirty (30) days of the CITY's receipt ofMMC's invoice. <br /> <br />E. MMC Expenses <br /> <br />MMC shall absorb all expenses incurred by MMC in providing its services as <br />described herein. These expenses include items such as employee salaries and <br />benefits, insurance, airfare, auto rentals, meals, lodging, Federal Express, mail, <br />telephone, copying, directories, on-line resources, and other overhead and <br />miscellaneous expenses. <br /> <br />7. TERMINATION OF AGREEMENT <br /> <br />A. Either the CITY or MMC may terminate this AGREEMENT, by thirty (30) days prior <br />written notice as provided in this Section. <br /> <br />B. If the CITY terminates this AGREEMENT at any time within twenty-four (24) <br />months following the effective date of this AGREEMENT. the CITY shall <br />nevertheless pay MMC eight (8) quarterly payments from the commencement of the <br />AGREEMENT to compensate MMC for its waiver of fees for past services rendered <br /> <br />Agmt-412 <br />F :/SharedIRedwood/Counci I <br />FXS:djk <br />10/13/00 <br /> <br />8 <br />