YOLUNTARY COLLECTION AGREE! This Voluntary Collection Agreement (“Agreement”) is made between Amazon.com, Inc. (“Amazon"), FEIN #91-1646860 and its affiliated ent Amazon.com LLC, Amazon Digital Sei s, Inc., Warehouse Deals LLC, Zappos Retail, Inc., 6@M.com LLC, BOP LLC, Quidsi Retail LLC, Amazon Web Services, Inc., Amazon Services LLC, and Audible, Inc., (collectively referred to as “Taxpayer”) and the City of Longmont through its Finance Department (Department), Hereafter, Taxpayer and the Department shall be referred to individually as “Party” and collectively as “the Parties." WHEREAS, the Department is responsible for the administration, collection, and enforcement of the sales and use taxes imposed in Title 4 of the Longmont Municipal Code (Longmont's Sales and Use Taxes”); WHEREAS, Taxpayer is not currently licensed to collect or remit any of Longmont’s Sales and Use Taxes, WHEREAS, Taxpayer has not collected, accrued, or remitted any of Longmont's Sales and Use Taxes to the Department; WHEREAS, Taxpayer represents to the best of its knowledge and belief that it does not currently have @ physical presence in Longmont, maintains any employees, agents or commissioned salespersons on duty at a location within Longmont; send employees, agents or cominissioned sales persons into Longmont to solicit business or to install, assemble, repae, service or in the use of its products, or for demonstration or other reasons; own, lease, rent or otherwise exercises control over real or personal property within Longmont; or make more than one delivery into Longmont a 12-month period other than by common cartier; Leautg adage Amann EA FAL ie 20086 1WHEREAS, this Agreement is intended to: (1) settle all issues relating to Taxpayer's liability for Longmont’s Sales and Use Taxes prior to the Collection Date as defined in Section 3 below and (2) address Taxpayer's responsibilities under Title 4 of the Longmont Municipal Code following the Collection Date as described in Sections 2 and 4 below; WHEREAS, the Parties at this time wish to avoid the time, expense, and uncertainties associated with litigation, and wish to expedite the resolution of the matters covered herein. NOW, THEREFORE, in consideration of the above recitals, the covenants and ‘agreements contained herein, and other good and valuable consideration, the Parties agree as follows: 1. Effective Date, This Agreement is effective on the date of signature by both Parties (the “Effective Date”) 2. Collection Date, Taxpayer will begin collecting and remitting Longmont’s Sales and Use Taxes on April, 2016 (the “Collection Date”) 3. Tax Periods before the Collection Date. Taxpayer, its curtent and former directors, officers, employees, agents and representatives shall not be liable for any of Longmont’s Sales and Use Taxes, interest, or penalties, for any tax period prior to the Collection Date set forth in Section 2 of this Agreement and Taxpayer is hereby released and discharged from any such liabilities and/or criminal actions, including any liabilities at ing from those ies and sales of unrelated third party sellers, 4. Tax Periods after the Collection Date. On the Collection Date, Taxpayer shall: (a) obtain all applicable Longmont tax licenses, including a Longmont retail sales/use tax license; (b) collect o acerue all applicable Longmont Sales and Use Taxes, including sales/use. tax on all sales/purchases of tangible personal property and taxable services delivered or picked LITA antag Ana YEA FAL 306up in the City of Longmont; and (c) remit all applicable Longmont Sales and Use Taxes to the Department in accordance with Title 4 of Longmont Municipal Code. In an effort to ensure ‘Taxpayer's compliance with Longmont’s Sales and Use Taxes, the Department shall cooperate in providing Taxpayer guidance regarding Longmont’s Sales and Use Taxes prior to the Collection Date. 5. Material Representations. The terms of this Agreement are based upon the facts represented in this Agrecment, including without limitation the facts contained in this Agreement’s recital paragraphs. Should the facts be found to be materially misrepresented, this Agreement shall be null and void. A change in Taxpayer's activities or operations, including the acquisition of a company, subsequent to the Effective Date of the Agreement shall not be deemed a matetial misstatement of facts or have any effect upon the validity of this Agreement. 6. Integration; Amendments; Binding Affect. This Agreement is intended as the complete integration of all understandings between the Parties. No prior or contemporaneous: addition, deletion, or other amendment hereto shall have any force or affect whatsoever, unless embodied herein in writing. No subsequent novation renewal, addition, deletion, or other amendment hereto shall have any force or effect unless embodied in a written amendatory or other agreement properly executed by the Parties. This Agreement and any amendments shall be binding upon the Parties, their successors and assignees. 7. Authority, Each Party to this Agreement hereby represents and warrants that it has legal authority to enter this Agreement, that the person executing the Agreement on behalf of the Party is authorized to do so, and that the Agreement shall be binding and enforecable when duly executed and delivered by each Party. ‘raTeoseetemetangc Aran YOA RAL 307016 { | | | | | | | |8. Governing Law. ‘This Agreement and all rights and obligations hereunder, including matters of construction, validity and performance, shall be governed by and construed in accordance with the laws of the State of Colorado. The Parties agree that the venue for any litigation arising out of this Agreement shall be in the Dis Court for the County of Boulder, State of Colorado. 9. Communications, Any notices, demands, or communication required or permitted under this Agreement shall be in writing and shall be directed as follows if to Department: Jim Golden, Director of Finance Finance Department 350 Kimbark Street Longmont, CO 80501 Any notices, demands, or communication required or permitted under this Agreement shall be in writing and shall be directed as follows if to Taxpayer: Kurt Lamp Chief Operating Officer - Tax ‘Amazon.com, Ine. 207 Boren Ave. N Seattle, WA 98109 10. No Concession of Merits, itis expressly understood and agreed by the Parties that neither Party has made any concessions regarding the merits of its respective positions or the merits of the other Party’s positions regarding any related tax matters under dispute. 11. Confidentiality, The Parties agree this Agreement and the terms contained herein shall remain confidential to the extent permitted by Law. IN WITNESS WHEREOF, the Parties have hereunto subscribed their names for the purposes and on the day and yeat first above written. {ATATED yagi Ama VOAFAL 300016For the City of Longmont: oo 2ffroit Mayor Date APPROVED AS TO FORM: oy Assistant City Attorney 8 TOG State of Colorado) ) 8s. County of Boulder) Lattest that the foregoing instrument was acknowledged before me this_Scél__ day of Wacch. 2016 by Dennis L, Copbs _, as the Mayor of the City of Longmont, Witness my hand and official seal. \ oO CITY CLERK VALERIA, SKITT Worawr PUBLIC STATE OF COLORADO isan ces ceeTeMe ot 2016 Notary Public, State of Colorado My commission expires: Sugh.4 ob [TATE Faeyr Amb VA INAL he 322016For the 7 - by: We 3/ Signature Date Kurt Lamp Chief Operating Officer - Tax Amazon.com, Inc. sia of L/ztin ty i ss Countyot_Lisge y ‘The foregoing instrument was acknowledged before me by__/7é Lisno ‘(Name of Party Signingy as / of, = (Title of Party Signing) (Name of Corporation) 5 L is f gore aM a shreni ty corporation, on behalf of the corporation, this _- (State of incorporation) Shy day of _Litsth 3.2016. ‘Witness my hand and official seal Notary Public {TAT meaner YOA FAL Sn 302916