AGREEMENT made this ______ day of ___________, of the year ___________, between _______________ hereinafter referred to as the "Company " and the New York State Department of Taxation and Finance, hereinafter referred to as the "Department".
The Department desires to provide comprehensive, one-stop credentialing services to the motor carrier industry. Since many motor carriers utilize third party companies to obtain credentials, the Department is entering into this agreement to better service the motor carrier industry.
- This Agreement shall take effect when executed by the parties and shall remain in effect until terminated by either or both of the parties.
- The Company may voluntarily withdraw from this Agreement upon thirty (30) days written notice to the Department and full payment of any liabilities related to issuance of credentials on the Department's behalf.
III. Initial Obligations of Both Parties
- Department Obligations
- The Department shall furnish the Company with a set of Operational Guidelines upon execution of this agreement which describe the processes involved in the issuance of New York State Highway Use Tax, Fuel Use Tax and International Fuel Use Tax Agreement credentials (the "credentials"). The Operational Guidelines shall be deemed to be incorporated herein and made a part hereof. The Company shall issue the credentials and conduct all of its operations relating thereto in accordance with this Agreement and the Operational Guidelines.
- The Department shall provide initial training to Company personnel regarding issuance of the credentials. Initial training is mandatory. Further training may be provided by the Department, in its discretion. Training may be classroom based, on-line tutorial or any other mode deemed appropriate by the Department. Any classroom training shall be at locations determined by the Department. The Department may make attendance at training mandatory.
- Company Obligations
- All travel and related expenses associated with training shall be the sole responsibility of the Company.
- Upon the execution of this Agreement by the parties, the Company shall provide the Department with a listing of all locations used in any connection with the issuance of credentials. The Company shall provide the Department with notice of any subsequent change to the locations within one (1) week of the change.
- All outstanding tax liabilities, if any, against the Company and in favor of New York State, other than taxes which are still being contested by the Company, shall be satisfied prior to execution of this Agreement, or a payment schedule arranged for their prompt satisfaction.
- Joint Obligations
- Upon execution of this Agreement and prior to the issuance of any of the credentials, the Department and the Company each agree to provide the other with a written list of key contact personnel. The Company list shall contain, at a minimum, the name and title of an executive contact capable of making all decisions regarding the conduct of the program prescribed by this Agreement; a backup of the executive contact; and a primary and backup operations contact. Written notice of any change to the contact list made by the Company shall be provided to the Department's executive contact and operations contact within ten (10) days of the change.
IV. Confidentiality of Tax Information
- The treatment by the Company of confidential Highway Use Tax, Fuel Use and International Fuel Tax Agreement information shall be governed by the secrecy provisions of Article 21 and 21-A of the Tax Law. In addition, any information regarding the Department's systems or operations not so covered by such provisions of law shall be kept confidential as if it were so covered.
- The Company agrees to cooperate fully with Department efforts to have Company staff who have willfully violated the above referenced New York State confidentiality provisions criminally prosecuted, in accordance with applicable law.
- In the event of a crime or breach of confidentiality, the Company shall cooperate fully with the Department to investigate and identify the responsible individuals. The Company shall make their employees and all relevant records available to Department investigators upon investigator's request.
- This section shall survive termination of this Agreement.
V. Technology Requirements
- The Company shall maintain the technological capability to interface with the Department's systems and communications equipment used in the performance of this Agreement. If the Department changes its procedures , systems or communications equipment , the Company shall make corresponding changes to its own procedures, systems or communications equipment necessary to maintain the interface. Such changes shall be made within sixty (60) days of notification from the Department of its changes.
VI. Ongoing Operations
- The Department may amend the Operational Guidelines, from time to time. Any amendments thereto shall be deemed to be incorporated herein and made a part hereof. If the Department does amend the Operational Guidelines, written notice thereof shall be furnished to the Company promptly.
- The Company shall make any change to its operations necessitated by an amendment to the Operational Guidelines within sixty (60) days of the date of notice thereof from the Department.
- The Department shall notify the Company in writing as soon as possible of any amendments to the Tax Law which impact upon this Agreement or the Operational Guidelines.
- The Department and the Company shall make staff available to each other to assist with and respond to questions and requests Monday through Friday between 8:00 a.m. and 4:00 p.m. eastern time, excluding New York Sate holidays. The Department may adjust the hours of availability with thirty (30) days written notice.
VII. Suspension and Termination of this Agreement
- Failure to conform with the time frames for changes specified in sections V and VI, B may result in suspension of the Company's right to issue credentials until it proves to the satisfaction of the Department that it has made the changes necessary to bring it into conformity with the Operational Guidelines, and/or Tax Law, as applicable. Repeated failure to conform with the time frames specified in sections V and VI may result in termination of this Agreement, at the Department's sole discretion.
- If the Company:
- fails to timely submit any information to the Department as required in the Operational Guidelines; or
- fails to accurately issue credentials to motor carriers; (not including issuing of credentials to suspended or otherwise ineligible carriers); or
- fails to make staff available to the Department as required by section VI. D; or
- fails to follow the Operational Guidelines;
then the Department may suspend the Company's right to issue credentials for a period up to thirty (30) days. If the errors stated in subsection B herein recur within a period of three (3) months, the Department may terminate the Company's right to issue credentials.
- If the Company:
- fails to make payments for the issuance of credentials to the Department according to the Operational Guidelines ; or
- issues credentials to a suspended or otherwise ineligible carrier; or
- fails to satisfy its tax filing and payment obligations with New York Sate, other than obligations being contested by the Company then the Department may , at it's sole discretion, suspend or terminate the Company's right to issue credentials.
- All suspension and termination notices shall be sent by the Department by certified mail to the Company executive contact. Service shall be complete upon mailing of the notice so long as the notice was sent by the Department to the Company's last know address.
- The Company may dispute suspension or termination by notifying the Department in writing thereof within five (5) days of the date of notification by the Department. The procedure set forth in paragraph 2 of this subsection E. shall be the sole means of disputing suspension or termination determinations of the Department. If the Company does so, suspension or termination shall be stayed until the determination is no longer subject to administrative review. In no event shall completion of the administrative review process take longer than thirty (30) days.
- The dispute shall first be heard by the executive contacts designated by the parties. If the executive contacts are unable to resolve the dispute, either party, or both, may appeal to the Commissioner of Taxation and Finance. A decision of the Commissioner shall be binding on the Department. However, if the Company disagrees with the Commissioner's determination, it may pursue any other legal or equitable remedies it may have in a court of competent jurisdiction of the State of New York. If the dispute is resolved administratively, such resolution, and the reasons therefore, shall be set forth in writing, signed by the parties, and maintained by the Department.
- Suspension or termination of the Company's right to issue credentials on the Department's behalf shall not affect the validity of credentials issued by the Company prior to such suspension or termination, as applicable.
VIII. Ownership of Credentials
- All credentials issued by the Company on the Department's behalf become the property of the motor carrier to whom they are issued, as well as the Department.
IX. Costs to Administer Agreement
- All costs incurred by the Company in carrying out this Agreement shall be the sole responsibility of the Company.
- The Department shall not be responsible for, nor make, any payments to the Company for the services rendered under this Agreement and the Operational Guidelines.
X. Administrative Matters
- Audits of Records, Facilities and Procedures
- The Company agrees to allow a review of its processes and inspection of any of its facilities used in the issuance of the credentials. The Company shall cooperate fully with the Department or any New York State control agency (e.g., the Office of the State Comptroller ) in any such review or inspection.
- Required Notifications
- If the Company changes :
- its form of doing business (e.g., from corporation to limited liability corporation or partnership); or
- its owners, partners, or corporate officers; or
- its federal identification number; or
- the address of executive contact location,
the Company shall provide written notice thereof to the Department within thirty (30) days of the change.
- The Company shall notify the Department in writing at least thirty (30) days in advance of any purchase of, merger with, acquisition of or other combination with, another entity which provides the same services as covered herein.
- Amendments to this Agreement
- This Agreement (excluding the Operational Guidelines) may be amended upon mutual agreement of the parties. All amendments shall be in writing and, once approved, shall be deemed to be incorporated herein and made a part hereof.
- The Company must notify the Department's executive contact at least thirty (30) days prior to any proposed assignment of this agreement. The Department reserves the right to disapprove a proposed assignment; however approval shall not be unreasonably withheld.
- The Company shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and save harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by an intentional act or negligence of Company, its agents, employees, partners or subcontractors, without limitation; provided, however, that the Company shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State or Authorized Users.
- Governing Laws
- This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its principles of conflict of laws.
- Complete Agreement
- The parties agree that this Agreement, including the Operational Guidelines, is the complete and exclusive statement of the agreement between them, superseding all proposals or prior agreements, oral or written, and all other communications between them relating to the subject matter hereof.
Authorized Signature Authorized Signature
Department of Tax and Finance Service Bureau Representative