Res 2005-105 - Laserfiche WebLink

Home Browse Search

The City of San Marcos Facilities Service Contract result in any portion of the Company's compensation being based on net profit, as such terms are defined in IRS Revenue Procedure 97-13. The City and the Company further agree that any such payment or portion thereof that is not made by virtue of the preceding sentence shall be paid to the Company, without interest, during the next annual period in which such payment will not result in less than 80% of the Company's compensation being based on a periodic fixed fee or in which such payment will be based on net profit, all as defined by IRS Revenue Procedure 97-13. SECTION 11.12. SALES TAXES; EXEMPTIONS. (A) Cooperation to secure exemption; acknowledgements. The Company is responsible under Section 11.3(B) for the payment of sales and use taxes levied against the Company in connection with the Company's performance of the Contract Services. However, the parties agree to cooperate to take all actions reasonably necessary to ensure that the provision of property and services by the Company to the City in connection with the Company's performance of the Contract Services is exempt from State and local sales and use taxes to the maximum extent allowed under State law. The City and the Company acknowledge their agreement and mutual intent as to the following: (1) that the sale of property described in this section to the Company, to be provided by the Company to the City in connection with the Company's performance of the Contract Services, constitutes a sale of tangible personal property or a taxable service to a purchaser who acquires the property or service for the purpose of reselling it in the normal course of business in the form or condition in which it is acquired or as an attachment to or integral part of other tangible personal property or taxable service, under Section 151.302 of the Texas Tax Code, and/ or (2) that the sale of property described in this section by the Company to the City in connection with the Company's performance of the Contract Services constitutes a sale of tangible personal property or a taxable service to an entity exempt from payment of sales and use taxes, under Section 151.309 of the Texas Tax Code. In addition, the City and the Company acknowledge their agreement and mutual intent that to the extent that the sale of property described in this section by the Company to the City is exempt from State and local sales and use taxes, the Company shall ensure that fees and costs charged by the Company to the City under this Service Contract are calculated in a manner that does not include State and local sales and use taxes. (B) Defmition of property. As used in this section, "property" includes all of the following-described items acquired or produced by the Company and provided to the City under this Service Contract: (1) Consumables, (2) repair parts and equipment, whether or not affIxed to the Facilities or the Facilities Equipment, (3) maintenance and repair work in process, (4) special process or test equipment to which the City is to acquire title under any provision of this Service Contract, (5) nondurable tools, gauges, test kits and equipment, and other similar items, title to which would not be obtained by the City as special process or test 82