20-230.00 TracFone Wireless: Utility Tax Audit Closing ' A-)— 2O
UTILITY TAX
AUDIT CLOSING AGREEMENT
Following an audit of TracFone Wireless, Inc. ("Taxpayer")conducted by Tax Recovery
Services,LLC,on behalf of the City of Spokane Valley("City")for the period January 2014
through June 2018 (the"Audit Period"),Taxpayer and City enter into this Utility Tax Audit
Closing Agreement(the"Agreement").
In consideration of the mutual promises set forth herein, and other good and valuable
consideration,the City and Taxpayer agree as follows:
1. Taxpayer will pay the City the sum of$156,909.32. Payment will be made no
later than 10 days after execution of this Agreement as signified by the last party to sign. The
payment and this Agreement resolves all liabilities and refunds of taxes,penalties or interest(for
assessments and claims of any kind,which have been or may be made by either party)for the Audit
Period and the City and Taxpayer agree that no other amounts will be paid or refunded for the Audit
Period.
2. For tax periods beginning on and after December 1,2020 Taxpayer will report and
pay City utility tax on gross income from retail sales attributable to intrastate toll telephone service
to consumers located within the City pursuant to chapter 3.70 SVMC and RCW 35A.82.060,and
consistent with the methodology used in the audit to compute utility tax on"direct"sales.
3. The City and Taxpayer agree not to commence or pursue any judicial,administrative,
or other claims or actions in regard to any liabilities(tax,penalty and interest)or refunds for the Audit
Period. The Parties shall work in good faith to timely determine the amount of City telephone utility
tax due for the time period of July 2018 through November,2020(the"Post-Audit Period")pursuant
to chapter 3.70 SVMC and RCW 35A.82.060,and consistent with the methodology used in the audit
to compute utility tax on"direct"sales,which the parties anticipate can occur within 60 days of full
execution of this Agreement. Once the utility tax liability is agreed to for the Post-Audit Period,
Taxpayer shall pay the amount within 30 days.
4. The signatories hereto each represent and warrant that all necessary signatures and/or
consents to enter into this Agreement and to assume and perform the obligations hereunder have been
properly obtained.
5. Each term and provision of this Agreement is deemed to have been explicitly
negotiated at arms' length by the City and Taxpayer,and in the case of any dispute will be construed
and interpreted according to its fair meaning and not strictly for or against either party.
6. The City and Taxpayer each represent and warrant to the other that the decision to
enter into this Agreement is not based upon any representation by the other party,or by any attorney,
employee, or other representative of the other party, and that each party has either obtained
independent legal advice prior to executing this agreement or has chosen not to obtain such advice.
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7. No suit,action or proceeding of any kind,type,or nature whatsoever arising out of or
in any way relating to this agreement will be commenced by Taxpayer or the City other than in the
Superior Court of Spokane County, Washington.
8. This Agreement is being entered into and will be construed and interpreted pursuant
to the laws of the State of Washington.
9. This Agreement may be executed in counterpart. Each counterpart shall be deemed
to be an original,all of which taken together shall be one and the same instrument. This Agreement
shall become effective upon execution of a counterpart by each party and delivery to the other party.
Dated: December 8 ,2020 Dated: December 8 ,2020
CITY OF SPOKANE VALLEY TracFone Wireless,Inc.
By: k6t4 _ By: aide/
Title: ityManager Title: V P C ol'Port,ft
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