CLIENT SERVICES AGREEMENT - Payroll Dynamics, Inc. · PDF file · 2014-02-06CLIENT...

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CLIENT SERVICES AGREEMENT

Enclosed is the legal documentation that has been prepared by Payroll Dynamics, Inc. (“Payroll Dynamics”) in order to service your account. It is very important that you read all of the agreements prior to signing this document. You will find several Power of Attorney Tax forms and bank authorization forms that must be completed and signed as well if you elect to utilize Payroll Dynamics tax services. Once complete, this page and all relevant agreements and tax forms must be returned to your Payroll Dynamics representative with your signature below and your initials beside the applicable sections. By initialing the items below, you are stating that you have read and understand the attached agreements, and have the authority to sign them. By signing this document you agree to the terms and conditions set forth in each of the agreements initialed below and intend for this page to serve as the signature page for each such agreement initialed below:

(Initial) Section One

Payroll Services (Required) We authorize Payroll Dynamics to provide payroll processing services on the terms and subject to the conditions set forth in the Payroll Services Agreement set forth in Section One below.

(Initial)

Section Two

Tax Service (Recommended) We authorize Payroll Dynamics to provide Federal and state employment tax and state unemployment tax filing and payment services on the terms and subject to the conditions set forth in the Tax Service Agreement set forth in Section Two below.

(Initial)

Section Three

Employee Direct Deposit and Payroll Card Services (Recommended) Subject to the funding of our payroll account, providing timely and accurate payroll information and meeting the other terms of our Payroll Services Agreement, we authorize Payroll Dynamics to initiate EFT transactions as authorized and requested by our employees so that their net pay can be deposited directly to their own bank accounts, and the corresponding payroll amount debited from our (the Employer’s) account, subject to the terms and conditions in the Direct Deposit of Employee Payrolls/Direct Deposit to Employee Payroll Cards set forth in Section Three below. We also authorize the wages for the employees we designate to be deposited directly to a payroll card to be provided to such employees, if we choose to use payroll cards.

(Initial)

Section Four

Electronic Child Support Payments (Required) We authorize Payroll Dynamics to electronically debit our designated account for payment of child support payments we are required to withhold from our employees’ paychecks and to pay such amount to the court or child support agency requiring the payment, as provided in Section Four below.

(Initial)

Section Five

Hosted Application: End User Agreement (Required) We understand and accept the terms and conditions set forth in Section Five below regarding access and use of any hosted applications provided by Payroll Dynamics.

(Initial)

Section Six

Check Signing Service (Recommended) We authorize Payroll Dynamics to insert a digital copy of the signature of our authorized signatory on our payroll checks as provided in Section Six below.

Agreed and Accepted: ___________________________________________ ___________________________________________ Company Name (referred to as “Client” below) Name of Banking Institution ___________________________________________ ___________________________________________ Address Routing / Bank Account Number

___________________________________________ ___________________________________________ City State Zip Federal Employer Identification Number (FEIN)

___________________________________________ ___________________________________________ Signature of Authorized Representative Phone Number ___________________________________________ ___________________________________________ Print Name of Representative Title Effective Date

______________________________________________________ ______________________________________________________

Email address Date

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Payroll Dynamics Acceptance

Payroll Dynamics shall provide the services designated by the Client on Page 1 above in accordance with the terms and conditions contained in the following agreements and forms which together constitute Payroll Dynamics’ Services Agreement, all of the terms of which shall be binding on the parties and effective as of the date provided below.

ACCEPTED AND AGREED:

Payroll Dynamics, Inc.

By: ________________________________________

Section One Payroll Services

THIS Payroll Services Agreement (“Agreement”) is made and entered into by and between Payroll Dynamics and the business or entity authorizing Payroll Dynamics to provide payroll processing services and on whose behalf this Agreement is signed on Page 1 above, hereinafter referred to as “Client.” Subject to acceptance by Payroll Dynamics (which at Payroll Dynamics’ option may include credit and reference checks), Client hereby enrolls in Payroll Dynamics’ payroll processing service. Except as otherwise specifically provided in the other service agreements and authorizations enclosed in this Agreement, the terms and conditions provided in this agreement apply with equal force to Payroll Dynamics’ tax, direct deposit, electronic child support, auto-debit and check signing services.

A. NATURE OF SERVICE: Payroll Dynamics agrees that, upon the Effective Date of this Agreement (defined above), and for as long as this Agreement is in effect and Client is using Payroll Dynamics for the processing of its payroll, Payroll Dynamics will process Client’s payroll pursuant to the set-up information, payroll data and delivery instructions provided by Client and exclusively with funds that Client shall provide no later than 2:00 pm Eastern Time ________ banking day(s) prior to the check date for each pay cycle. Client acknowledges that Payroll Dynamics has no responsibility for any services prior to the Effective Date of this Agreement, and agrees that in the performance of its services Payroll Dynamics is not rendering any legal, tax, accounting or investment advice.

B. LIMITATIONS ON WARRANTIES: Except as provided in Subsection A, PAYROLL DYNAMICS MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES IT PERFORMS UNDER THIS AGREEMENT, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. In the event of any breach of the foregoing warranty, Client’s sole remedy shall be, provided it promptly notifies Payroll Dynamics of such breach, that Payroll Dynamics shall use reasonable efforts to correct such breach by re-performing the services in question, if practicable. While Payroll Dynamics stands behind its services, under no circumstances will Payroll Dynamics be liable for the negligence of any other person or entity including, but not limited to, the negligence of Client and its employees or agents, and the negligence of any person or entity which provides services in connection with this Agreement.

C. CLIENT’S RESPONSIBILITY FOR PAYROLL INFORMATION/FUNDS: Client understands that Payroll Dynamics operates a payroll system that automatically generates employee payroll checks and electronic wage payments based exclusively on the payroll information supplied to Payroll Dynamics by Client. Client agrees that it is Client’s responsibility to input correct payroll information for its own employees, to insure that all such information is kept complete and up to date, and to verify the accuracy of all such information on an ongoing basis for each and every pay period. Client agrees that Payroll Dynamics has no obligation to inspect or verify the payroll data supplied by Client. Client shall deliver to or otherwise

provide Payroll Dynamics with accurate and complete payroll and employee information and funds sufficient to cover all required payments under this Agreement (including, without limitation, employee wage and salary payments, tax payments, child support payments, and service fees). Funds must be available no later than 12:01 am Eastern Time________ banking day(s) prior to each “scheduled Payroll. If, however, the scheduled payday falls on a Saturday, Sunday, or bank holiday, then such information and funds must be delivered or provided to Payroll Dynamics no later than 12:01 am Eastern Time ________ banking day(s) prior to such scheduled payday. Client agrees that Payroll Dynamics may debit (via EFT) Client’s account in order for Payroll Dynamics to make Client’s payroll payments. If Client fails to deliver accurate and complete payroll information and funds by the deadline set forth above, Payroll Dynamics shall not be obligated to deliver the payroll on the scheduled payday. If Client fails to maintain a sufficient balance in the designated payroll account to cover all required payments then, in addition to all other remedies available at law, Client shall pay Payroll Dynamics insufficient funds fees in accordance with Payroll Dynamics’ price schedule. Payroll Dynamics may require certain payrolls to be funded by wire transfer or by other means providing immediately available funds if Payroll Dynamics in its sole discretion so notifies Client in writing (which for purposes of this Agreement shall include notice by electronic mail to the Client contact e-mail address provided by Client at initial set-up). Payroll Dynamics may terminate this Agreement if Client repeatedly fails to deposit and maintain sufficient funds in the designated payroll account to allow Payroll Dynamics to make all required payments.

D. SERVICE FEE: Client shall pay Payroll Dynamics a service fee for the services to which Client has subscribed on Page 1 above in accordance with Payroll Dynamics’ price quote. Payroll Dynamics may adjust the pricing of its services in accordance with its pricing schedule as may be in effect from time to time, and Payroll Dynamics may change both its ongoing service fees as well as specific one-time charges (such as set-up fees or NSF charges) to be charged to Client upon written notice to Client. Client understands and agrees that quarterly and/or annual payroll reports to be provided to Client may be withheld by Payroll Dynamics if Client has not paid such service fees as may have been due at the close of the calendar period.

E. PAYMENT: Unless otherwise agreed to in writing by Payroll Dynamics, Client shall pay its fees for all Payroll Dynamics services through an EFT transaction. Client agrees that the funds representing the total amount due for all applicable Payroll Dynamics billings must be on deposit in Client’s designated bank account in collectible form and in sufficient amount on the day the Payroll Dynamics EFT charge is initiated. If sufficient funds are not available upon presentation of Payroll Dynamics’ EFT charge to Client’s bank account, Payroll Dynamics may take such further action, as it deems appropriate and consistent with this or any other agreement with Client. EFT or other payments not received by the date due will be subject to the NSF Fees outlined in this agreement.

F. TERM/TERMINATION: The term of this Agreement shall begin on the effective date shown on Page 1 and continue until terminated by either party in the manner provided in this Subsection F. Client is required to provide 30 days written notice when terminating this Agreement; A reconciliation fee may be assessed to all terminating clients. Payroll Dynamics may terminate this Agreement immediately upon written notice to Client if: (a) Client becomes bankrupt, makes an assignment for the benefit of its creditors, or is subject to receivership, (b) Payroll Dynamics in its sole discretion determines that Client has suffered a material adverse change in its financial condition or that Client is unable to pay its debts when due, or (c) as a result of legislative, regulatory or judicial action, Payroll Dynamics in its sole discretion determines that its interests are adversely affected. In addition, Payroll Dynamics may terminate any EFT-related services requested by Client in the event of an NSF. Termination of this Agreement shall not relieve Client of its responsibilities hereunder, including without limitation its payment obligations to Payroll Dynamics. Following the termination of this agreement or during this Agreement Payroll Dynamics reserves the right to collect any outstanding monies owed due to errors or omissions that may have occurred during the term of this agreement.

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G. RELATIONSHIP: This Agreement establishes an independent contractor relationship only, by which Payroll Dynamics will perform the payroll and other services described in this Agreement. It is not intended by this Agreement that a partnership, joint venture, master/servant or similar relationship be established, and this Agreement shall not be construed in such manner. H. SET-OFF: If this Agreement is terminated for any reason and at the time of such termination Client has outstanding service fees or other amounts of any kind owing to any Payroll Dynamics company for any services of any kind (due to an NSF on a defaulted payroll or otherwise), irrespective of whether such services are described in this Agreement, Payroll Dynamics shall be entitled to apply any funds held on Client’s behalf in the Account described in Section Two to settle such outstanding fees. I. ATTORNEY’S FEES AND COSTS: In the event of any dispute arising out of the subject matter of this Agreement, the prevailing party shall recover, in addition to any other damages assessed, its reasonable attorneys’ fees and costs incurred in litigating, arbitrating, or otherwise settling or resolving such dispute whether or not an action is brought or prosecuted to judgment. J. LIMITATION OF LIABILITY: Payroll Dynamics shall perform its services in a competent manner in accordance with industry standards. Payroll Dynamics shall not be liable for acts or omissions that do not constitute negligence or willful misconduct. Payroll Dynamics shall be liable only for actual damages Client may incur as a result of Payroll Dynamics’ breach of, or exercise of its rights under, this Agreement, and shall not be liable for any special, indirect, incidental, punitive or consequential damages which Client may incur even if the likelihood of such damages was known or contemplated by Payroll Dynamics and regardless of the legal or equitable theory of liability that Client may assert, including, without limitation, loss or damage from subsequent wrongful dishonor resulting from any financial institutions’ acts or omissions serving as Originating Depository Financial Institution (”ODFI”) under the Automated Clearing House (“ACH”) network. Payroll Dynamics shall not be liable for any damages to Client resulting from any decision by Payroll Dynamics to withhold checks in connection with Clients payroll due to concerns regarding Client’s creditworthiness or because Client failed to provide funds necessary to cover Client’s payroll, and all applicable tax and other payments. Without limiting the generality of the foregoing, Payroll Dynamics shall be excused from failing to act or any delay in acting if such failure or delay is caused by legal constraint, terrorist activity, and interruption of transmission or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond Payroll Dynamics’ control. Subject to the foregoing limitations, Payroll Dynamics’ liability for loss of interest resulting from its error or delay shall be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Bank of New York for the period involved. K. CLIENT’S ACTS/INDEMNITY: Payroll Dynamics shall not be responsible for Client’s acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal, or authorization of any entry received from Client). Client shall indemnify Payroll Dynamics against any loss, liability, damages, costs or expenses (including attorneys' fees and costs) resulting from or arising out of Client’s performance or failure to perform its obligations under this Agreement. L. MISCELLANEOUS: This Agreement shall be governed by the laws of the State of New York. Except as provided further herein, any dispute arising out of or in connection with this Agreement, if not otherwise resolved, shall be adjudicated by binding arbitration in Suffolk County, New York in accordance with the rules of the American Arbitration Association. Any dispute arising out of, or in connection with, any other service provided by Payroll Dynamics (or any affiliate thereof) or any other agreement between the parties may be consolidated within the same arbitration proceeding. The parties agree that the prevailing party in any arbitration or judicial proceeding be awarded costs and attorney fees and that an arbitration award may be entered as a judgment in any court having jurisdiction over either party. This Agreement contains, along with the other service agreements and authorizations contained in this Agreement, the entire agreement of the parties, and Client acknowledges that Payroll Dynamics has not made

any representations or warranties that are not contained in this Agreement. Payroll Dynamics may modify this Agreement from time to time, and if notified of any such change in writing, Client will be deemed to have accepted any such change or modification as of the effective date thereof, unless Client elects to terminate this Agreement by written notice to Payroll Dynamics prior to such effective date. If any provision of this Agreement, or any portion thereof, shall be held to be invalid, illegal or unenforceable, the validity, legality, or enforceability of the remainder of this Agreement shall not be affected or impaired in any way. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision of this Agreement. The captions appearing at the beginning of each paragraph of this Agreement are for convenience only and are not part of this Agreement, nor do they in any way limit or amplify the terms and provisions of this Agreement. Each party to this Agreement shall comply with all applicable provisions of Federal and State laws. If any provision of this Agreement is held inoperative, the remaining provisions shall remain in full force and effect. Upon request by Payroll Dynamics, Client will furnish Payroll Dynamics with Client’s most recent year end financial statements, including its income statement and balance sheet, and such other financial information as Payroll Dynamics may reasonably require. Client has consented to the

financial institutions' access to financial information. This Subsection L. shall survive the termination of this Agreement. M. BINDING AGREEMENT/ASSIGNMENT/CHANGE OF OWNERSHIP: This Agreement shall be binding on and inure to the benefit of each of the parties hereto and their respective, successors and assigns. This Agreement may not be assigned by Client without the prior written consent of Payroll Dynamics. Any assignment made without such consent shall be null and void. Client shall notify Payroll Dynamics of any sale or other disposition of all or substantially all its assets or all or substantially all of its stock, membership interests, partnership interests or other equity at least ten (10) days prior to the sale. N. FORMS: Client shall execute and deliver to Payroll Dynamics all forms required to process Client’s payroll, and, if applicable, make all required tax payments and file all applicable state and federal tax forms, including, but not limited to, the tax forms identified on page 8 of this Agreement. O. PASSWORD/TELEPHONIC INSTRUCTIONS: Payroll Dynamics will assign a user identification number and password to all remote access and internet users. Each time Client accesses the service, Client will be required to enter the necessary password. Payroll Dynamics has no obligation to verify any transaction request it receives from remote or internet users that enter the correct user identification number and password. All payroll service transactions initiated by persons entering the correct user identification number and password are deemed to be fully authorized by Client. If a password is lost or stolen, or disclosed to or discovered by an unauthorized individual, Client must notify Payroll Dynamics immediately. Failure to notify Payroll Dynamics promptly could result in loss of funds and unauthorized access to confidential information concerning Client and its employees. Client may contact Payroll Dynamics at (631)435-8700 to report a lost, stolen or unauthorized disclosure of its user identification number or password. Payroll Dynamics reserves the right to prevent access to the payroll service if Payroll Dynamics has reason to believe the confidentiality of passwords has been compromised. Client understands that Payroll Dynamics has implemented the password security procedures for the purpose of verifying the authenticity of the payment instructions transmitted to Payroll Dynamics, and not for the purpose of detecting errors in such instructions. Client agrees that such procedures constitute a commercially reasonable method of providing security against unauthorized instructions. Client agrees to be bound by any instruction received and verified by Payroll Dynamics in accordance with such security procedures, and Client shall indemnify and hold Payroll Dynamics harmless from and against any loss suffered or liability incurred by, or arising from, the execution of instructions in good faith and in compliance with such security procedures. Client may communicate with Payroll Dynamics by telephone about the payroll service. Payroll Dynamics may assign a telephone code word to be used by Client’s authorized representatives communicating with Payroll Dynamics by telephone. Client acknowledges that any payroll

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information or other instructions communicated to Payroll Dynamics by an authorized Client representative using the authorization code word will be deemed to have been fully authorized by Client. Payroll Dynamics may, in its sole discretion, refuse to accept or act upon any telephonic instructions if Payroll Dynamics has reason to believe the confidentiality of the code word has been compromised. At Client’s request, Payroll Dynamics will make a reasonable effort to reverse an unauthorized entry, but shall not be responsible for the failure of any other person or entity to honor Client’s request. Client agrees to reimburse Payroll Dynamics for any expenses incurred in attempting to honor such requests. P. DELIVERY: Payroll Dynamics shall deliver payroll checks and/or payroll reports and other payroll information to Client’s authorized representative at Payroll Dynamics’ home office (for pick-ups) or the business or other address provided by Client to Payroll Dynamics. Payroll Dynamics shall not be responsible for lost or stolen checks or reports after delivery to and acceptance by Client. At Client’s request, Payroll Dynamics shall deliver electronic copies of reports and/or other payroll information to Client (or Client’s employee’s) at email addresses supplied by Client to Payroll Dynamics. Payroll Dynamics shall not be responsible for the security of any payroll information sent electronically to Client or Client’s employees at their respective email address. Q. TRANSITION/INFORMATION. No later than ten (10) business days prior to the initial scheduled pay day, Client shall deliver to Payroll Dynamics all completed and executed documents Payroll Dynamics requires to provide payroll (and other) services, as well as any additional information requested by Payroll Dynamics. Subsequent to the initial payroll processing, Client will complete and execute any renewals, amendments or replacements of documents which Payroll Dynamics deems necessary. R. CONFIDENTIALITY. Payroll Dynamics shall use reasonable efforts to protect the confidentiality of Client’s confidential information and will abide by the Gramm-Leach-Bliley Act to the extent applicable. S. GUARANTY. By signing this Agreement on behalf of Client (Page 1 of this Agreement), the Authorized Representative that signs this Agreement (“Guarantor”) does hereby guarantee to Payroll Dynamics that Client will (i) promptly and fully pay, when due, any and all liabilities, obligations, or indebtedness of any kind or nature whatsoever (including, without limitation, Client’s obligation to pay or reimburse Payroll Dynamics for payroll funds, related taxes and service fees), which now exist or may hereafter arise or accrue in any manner from Client to Payroll Dynamics, and (ii) fully perform Client’s obligations to Payroll Dynamics pursuant to this Agreement. If Client at any time fails to promptly pay or fully perform any of its obligations to Payroll Dynamics (of any kind or character whatsoever), when due, Guarantor promises to pay or perform the same immediately, upon demand, together with all attorneys fees, court costs and other out-of-pocket expenses incurred by reason of Client’s default, or incurred in establishing and enforcing payment against Guarantor. S. Non-Sufficient Funds (NSF). Payroll Dynamics agrees to provide Client with all documentation and invoices necessary to correctly fund Client impound bank account. Should the bank account listed below, or the current account on file, not be properly funded and/or Client bank refuses debit transaction, upon notification, Client agrees to send funds via domestic wire funds by 3:00pm Eastern Time. This wire will include all debit items returned plus fees set forth below for all EFT transactions outlined in this agreement according to wire instructions which will be made available to Client via email to the email address indicated above prior to 12:00pm Eastern Time. Payroll Dynamics NSF fees include the following charges: $70.00 per transaction item returned; $50.00 incoming wire fee; $50.00 processing fee per item returned; 1.75% interest loan fee up to $10,000 of returned items or 1.25% for items greater than $10,000; $75.00 late fee per item per day if wire is not received by 3:00pm Eastern Time on the date of notification.

Section Two Tax Services

Client acknowledges that it has entered and is subject to the terms and conditions of the Payroll Services Agreement, and that except as otherwise provided herein, the general terms and conditions of that Agreement shall also apply to this Payroll Dynamics Tax Service Agreement. A. NATURE OF SERVICE: Payroll Dynamics agrees that, upon the Effective Date of this Agreement, and for as long as this Agreement is in effect and Client is using Payroll Dynamics for the processing of its payroll, Payroll Dynamics will (1) collect from client, hold in a separate Payroll Dynamics tax trust account (the “Trust Account”), and deposit with an appropriate authorized depository on or before the applicable statutory deadlines (made known to Payroll Dynamics by client), the required Federal, State and Local payroll tax withholding and employer obligations, and (2) prepare and file all required Federal, State, and Local payroll tax returns, forms and reports. Client acknowledges and agrees that Payroll Dynamics shall retain any interest earned on the Trust Account, and Client waives any and all claims to such interest. B. LIMITATIONS: In addition to the other limitations contained in the Agreement, Payroll Dynamics shall not be liable for tax deficiencies, interest charges and/or penalty assessments associated with any payroll tax payment or the failure to timely file or make any required payroll tax payment unless such deficiencies, interest charges and/or penalty assessments result from the negligence or willful misconduct of Payroll Dynamics. Payroll Dynamics shall not be liable for failure to make or timely make payroll tax deposits or filings if Client has not provided Payroll Dynamics with adequate and necessary payroll, tax (i.e. account numbers, rates, etc.) and employee information or if Client fails to provide Payroll Dynamics, or to maintain in its designated payroll and/or tax account, sufficient funds to cover such payroll and/or payroll tax obligations. C. CLIENT’S RESPONSIBILITY FOR INFORMATION: Client acknowledges that Payroll Dynamics’ tax service automatically generates state and Federal withholding, employment and unemployment tax deposits and returns which ultimately rely on data supplied to Payroll Dynamics by Client. Client acknowledges that Payroll Dynamics will rely on the payroll data supplied to it by Client as it automatically completes and submits filings to government agencies or other third parties. Client further agrees immediately to provide Payroll Dynamics with copies of any notices or correspondence (including coupon booklets, quarterly and annual tax returns, etc.) received from any Federal, State or Local tax authority with respect to tax return or deposits made by/with Payroll Dynamics. Client acknowledges that they are responsible for registration for all tax jurisdictions in which Payroll Dynamics is responsible for filing or preparing tax documents or payments on client’s behalf. Failure to register will carry a $50.00 penalty per quarter for each filing made on behalf of client for each jurisdiction not registered. Client shall maintain sufficient funds in its designated payroll account (and payroll tax account, if a separate account) necessary for Payroll Dynamics to perform the services provided hereunder, including without limitation for the purposes of funding tax payments or deposits, amounts for interest, tax penalties or assessments not resulting from any mistake or negligence on the part of Payroll Dynamics, as well as the service fees due Payroll Dynamics for providing its tax services. Client shall further insure that sufficient funds are maintained in its designated payroll account (and payroll tax account, if a separate account) in accordance with a time table which Payroll Dynamics shall in its reasonable discretion establish, not to exceed three business days prior to the check date. D. TAX ACCOUNT: Client agrees that Payroll Dynamics may debit (via EFT) an account at Client’s Bank named on Page 1 of this Agreement (or such other bank as Client shall notify and agree with Payroll Dynamics) in order for Payroll Dynamics to make Client’s payroll tax deposits. In order to ensure timely and accurate tax payments, Client shall deposit funds sufficient to cover Client’s payroll tax deposits by 12:01 am Eastern Time _______ banking day(s) before the check date. If the Bank, upon Client’s instructions or otherwise, refuses to honor Depository Transfer or Pre-Authorized Debit, Client

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will be required to wire such tax funds to Payroll Dynamics immediately upon notification and will be assessed an NSF charge as defined below. Furthermore, in such case, Payroll Dynamics reserves the right to terminate this agreement immediately without written notice. Should Payroll Dynamics terminate this Agreement because of a dishonored check, or otherwise, Payroll Dynamics shall not be responsible for making the then due or any future payroll tax deposits or filings, and shall have no liability whatsoever with respect thereto. If Client terminates this Agreement for any reason before the last check date of a quarter, Client will be responsible for all quarter-end filings and year-end filings. If Client goes out of business, all year-end filings and final notices to taxing authorities are the responsibilities of Client. If Client generates a payroll related federal tax liability in excess of $100,000 for any given pay date, Client may be required to wire transfer such tax funds to the designated Payroll Dynamics account no later than 12:01 a.m. Eastern Time two (2) banking days before the Check date E. SERVICE FEE: Client shall pay Payroll Dynamics a service fee for the tax services described above in accordance with Payroll Dynamics’ price quote. Payroll Dynamics may adjust the pricing of its services in accordance with its pricing schedule as may be in effect from time to time without requiring prior notice to Client. Payroll Dynamics shall be entitled to any and all interest earned on the funds deposited and maintained in the Trust Account. Upon termination, Payroll Dynamics shall have no further responsibilities or obligations hereunder (except for quarterly or annual tax reports, returns and/or payments if the termination date was at the end of a quarterly or annual reporting period) and Client is required to pay all outstanding service fees. F. AUTHORIZATION TO RECEIVE INFORMATION: Client hereby instructs all Federal, State and Local tax authorities to deliver all payroll related tax forms, documents and other correspondence pertaining to the Client to Payroll Dynamics. Client shall execute and file all Federal, State, and Local forms, consents and agreements necessary to effectively grant to Payroll Dynamics full authorization to deposit and pay payroll tax items, to prepare, sign, and file payroll tax returns and reports and to represent, receive and submit records on behalf of Client before Federal, State, or Local tax offices or agencies with respect to payroll taxes. Client further agrees to promptly complete and send the original “Authorization to Honor Either Electronic Funds Transfer or Depository Transfer Checks” form to its bank authorizing Payroll Dynamics to debit the account for taxes and/or payroll as described. G. REFUNDS FOLLOWING TERMINATION: Subject to the payment of all service fees and to Payroll Dynamics’ right of set-off described in Section One above, within thirty (30) days following termination of the Client’s Payroll Dynamics tax service, Payroll Dynamics shall refund to Client any tax funds impounded in the Trust Account on Client’s behalf in anticipation of Client’s upcoming, but as yet unpaid, employment or unemployment tax deposits or tax payment dates. Following termination, Client shall be responsible for filing its own state and Federal employment and unemployment tax returns and Payroll Dynamics shall have no responsibility for such returns, filings, taxes or related reports whatsoever. H. TRANSITION/TAX DEPOSITS/RETURNS. Payroll Dynamics shall not be responsible for making payroll tax deposits based on payrolls not processed by Payroll Dynamics. Promptly after execution of this Agreement, Client shall take all steps that are necessary or required to ensure that all Federal, State and local payroll tax deposits due for all payrolls prior to Payroll Dynamics first scheduled check date have been made and all applicable federal and state payroll tax reports due for all payrolls prior to Payroll Dynamics’ first scheduled check date have been filed. Client shall provide Payroll Dynamics with any and all payroll and payroll tax information for payrolls prior to Payroll Dynamics’ first scheduled check date as may be necessary for Payroll Dynamics to properly prepare and file applicable federal, state and local payroll tax reports subsequent to the transition of Client’s payroll service to Payroll Dynamics. I. FORMS: Client shall execute and deliver to Payroll Dynamics the tax forms identified on page 8 of this Agreement.

Section Three Employee Direct Deposit and Payroll Card Services

A. AUTHORIZATION: Client hereby requests and authorizes Payroll Dynamics to implement, on Client’s behalf, direct deposit payroll which will enable Client’s employees’ pay to be automatically deposited in the employee’s designated bank account, or credited to a Payroll Dynamics payroll debit card, without Client having to sign or distribute a physical check and without the employee having to go to the bank to deposit the check. B. ACCURACY OF INFORMATION: Client understands that it is responsible for providing to Payroll Dynamics in timely fashion accurate payroll information necessary for Payroll Dynamics to transmit direct deposit information containing ACH transactions to its designated EFT processor. Client agrees to review and audit its payroll information to verify employee deposit amounts. Client further agrees that, in addition to depositing and maintaining sufficient funds in its payroll account in accordance with the deadline set forth above, Client shall provide immediately available funds through wire transfer as directed by Payroll Dynamics (i) if the total payroll exceeds $100,000, or (ii) if Payroll Dynamics in its sole discretion requires it. C. CORRECTION OF ERRORS: Client authorizes the correction of errors, subject to NACHA Rules and the requirements and time limits of Payroll Dynamics’ EFT processor and the ACH system. In the event of an error, Client must notify Payroll Dynamics by telephone within two days of the date on which the payroll input information was provided to Payroll Dynamics, and confirm this notice by written e-mail or by prepaid First Class Mail within 24 hours thereafter. After receipt of such timely notice, Payroll Dynamics agrees to re-transmit the corrected direct deposit information. Client understands and agrees that Client is responsible for its own payroll, and that Payroll Dynamics, as Client’s payroll processor in accordance with the Client’s own instructions, will not be responsible or liable for actual deposit amounts or for interest, expenses or additional claimed damages of any kind. D. INSUFFICIENT FUNDS: If, during the course of providing direct deposit or payroll card services to Client, Payroll Dynamics notifies Client that an electronic debit of Client’s account has been returned to Payroll Dynamics’ EFT processor by reason of insufficient funds in Client’s account (NSF), Client hereby agrees to wire funds to cover the NSF by 3:00 pm Eastern Time on notification date in accordance with wire transfer instructions supplied by its payroll specialist or other Payroll Dynamics representative. In the event such NSF is not cured by the Client upon ten (10) days written (including electronic mail) notice, Client agrees to (and hereby does) grant Payroll Dynamics (and any subrogate of Payroll Dynamics) a security interest in Client’s tangible and intangible personal property (including receivables), which Payroll Dynamics may file and record. Provided, however, that the foregoing security interest shall not apply to those assets and receivables which are held in trust for or on behalf of Client’s own clients or other third parties, or which contain confidential or privileged information, or which contain other information the disclosure of which would be a violation of Client’s Rules of Professional Conduct or any applicable law restricting such disclosure to third parties. To qualify for direct deposit services, Client authorizes Payroll Dynamics to run a routine credit check and, in some cases, to obtain a simple bank reference at client’s expense prior to or after initiation of service. E. DIRECT DEPOSIT AUTHORIZATION: Client shall obtain and deliver to Payroll Dynamics a signed copy of an employee direct deposit authorization form to be provided by Payroll Dynamics for both debit and credit transactions with respect to each employee that has requested direct deposit into his account. Client shall be solely responsible for ensuring that all account information for such employee remains current and correct and, in the event employee changes banks or accounts, Client shall deliver an updated authorization form for such employee to Payroll Dynamics.

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Section Four Electronic Child Support Services

Pursuant to Federal legislation intended to benefit children and to reduce the cost of public child support, the states have adopted enforcement mechanisms that include the power to order employers to withhold child support payments from the wages of employees who owe such payments, and to remit payment to the appropriate child welfare agency which then distribute the money to the custodial parent. Several states require certain employers to remit such payments electronically. A. AUTHORIZATION: Client requests and authorizes Payroll Dynamics to electronically debit Client’s designated payroll account for amounts which Client is directed to withhold from individual employee payrolls in a written notice (“Notice”) provided to Client by a court or applicable state or local child support agency. These amounts are referred to as “Child Support Payments.” Payroll Dynamics agrees to electronically debit Client’s designated payroll account in the amount of such required Child Support Payments reported to Payroll Dynamics by Client and to electronically remit such Child Support Payments to the agency to which Client has been directed to make payment. This enables the Client to have a seamless and integrated payroll process that includes timely child support remittances and to avoid a need to arrange on its own for a separate electronic Child Support Payment for each payment as may be required, in every pay period. B. NOTICES: Client shall send to its Payroll Dynamics processing center copies of all Notices it receives of required Child Support Payments, including all Notices of modifications or terminations of existing Child Support Payment obligations for its employees, by mail, fax or electronic mail not later than the payroll reporting date for the Scheduled Payroll on which the Child Support Payments are supposed to commence, or in such other manner and timing as Payroll Dynamics may notify Client in writing from time to time. C. ACKNOWLEDGEMENT: Child Support Payments represent a legal obligation of Client’s employee and, derivatively as a result of the applicable child support laws, Client’s wages owed to the employee. Client acknowledges that Payroll Dynamics is merely transmitting funds as directed by Client and that Payroll Dynamics assumes no responsibility for this underlying legal support payment obligation or for the correctness of the Child Support Payments reported to Payroll Dynamics by the Client. In the event of an error, Payroll Dynamics will cooperate with, and assist in, Client’s attempts to make a correction, but Client acknowledges that procedures for correction vary from jurisdiction to jurisdiction and that corrections may not be possible in every instance. Client acknowledges that it is not possible to obtain an immediate refund of an overpayment, or to self-correct an overpayment, by means of an electronic reversal or offset. D. ACCURACY OF INFORMATION. Client understands that it is responsible for providing to Payroll Dynamics in timely fashion accurate Child Support Payment information necessary for Payroll Dynamics to transmit the correct electronic information containing ACH transactions to its designated EFT processor. Client agrees to review and audit its Child Support Payment obligations regularly to verify that the correct employee payroll deductions are being made, and acknowledges that this duty is Client’s responsibility and not Payroll Dynamics’ responsibility. E. CORRECTION OF ERRORS: Client authorizes the correction of errors, subject to NACHA Rules, the requirements and time limits of Payroll Dynamics’ EFT processor and the ACH system, and the requirements of the affected child support agencies or courts and the banks that they use to receive Child Support Payments. In the event of an error, if Client wants Payroll Dynamics’ assistance it must notify Payroll Dynamics by telephone as soon as possible after the date on which the payroll input information was provided to Payroll Dynamics, and confirm this notice by written e-mail or by prepaid First Class Mail within 24 hours thereafter. After receipt of such notice, Payroll Dynamics agrees to contact the appropriate child support agency and to take such other action as it deems appropriate to attempt to correct the error. Such corrections cannot be guaranteed and Payroll

Dynamics’ assistance and efforts to help facilitate corrections is contingent upon Client’s timely action and cooperation, to the extent such cooperation is required (for such things as providing additional information or signing additional paperwork needed to correct an error). In the absence of such timely cooperation, Payroll Dynamics may give written notification to Client that it is withdrawing its assistance. Client understands and agrees that Client is responsible for its own payroll, including employee deductions for Child Support Payments, and that Payroll Dynamics, as Client’s payroll processor in accordance with the Client’s own instructions, will not be responsible or liable for actual deposit or payment amounts or for interest, expenses or additional claimed damages of any kind. F. INSUFFICIENT FUNDS: If, during the course of providing electronic child support services to Client, Payroll Dynamics notifies Client that an electronic debit of Client’s account has been returned to Payroll Dynamics’ EFT processor by reason of insufficient funds in Client’s account (NSF), Client hereby agrees to wire funds to cover the NSF within 24 hours in accordance with wire transfer instructions supplied by its payroll specialist or other Payroll Dynamics representative. In the event such NSF is not cured by the Client upon ten (10) days written (including electronic mail) notice, Client agrees to (and hereby does) grant Payroll Dynamics (and any subrogate of Payroll Dynamics) a security interest in Client’s tangible and intangible personal property (including receivables). Provided, however, that the foregoing security interest shall not apply to those assets and receivables which are held in trust for or on behalf of Client’s own clients or other third parties. To qualify for electronic child support services, Client authorizes Payroll Dynamics to run a routine credit check and, in some cases, to obtain a simple bank reference, at Payroll Dynamics’ expense prior to initiation of service.

Section Five Hosted Application: End User Agreement A. Access to the hosted software is granted hereunder only for personal, non-exclusive, nontransferable, and non-assignable use in connection with the services provided under this agreement. No other use is authorized. B. Except for infringement claims arising out of your use of the hosted software or services as authorized hereunder, you agree to waive any and all claims that have or may arise under this agreement with respect to any third party provider or owner of software or services for which usage is granted hereunder, and you acknowledge that no liability to you of any kind is established in any such third party provider or owner under the terms of this agreement. C. With respect to any claim of infringement arising out of your use of third party provided or owned software or service under this agreement, you agree to be bound by the remedies set forth in the provisions of such provider or owner’s reseller agreement dealing with indemnification for infringement claims. D. As a basis for entering into this agreement, you acknowledge that the provider or owner of such software (i) will perform anonymized (non-sensitive) analysis and reporting of company and employee-level data in such a way as not to jeopardize the sensitivity or privacy of such data, and (ii) such provider or owner of software may freely utilize this data in its daily operations.

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Section Six Check Signing Service

A. LASER SIGNATURE: Client has asked Payroll Dynamics to use a laser signature of an authorized signer on Client’s payroll checks. Payroll Dynamics acknowledges the receipt of a sample of an authorized client signature which the Client requests Payroll Dynamics to scan into its system. For the Check Signing service, the Client agrees to pay the fee indicated in its price quote, which may change in the future as provided in this Agreement.

B. VERIFICATION: Payroll Dynamics will take precautionary steps to protect the use of this signature file. The Client will be responsible for verifying promptly all checks and journals from Payroll Dynamics in order to confirm their accuracy and propriety.

C. INITIAL USE: Payroll Dynamics can begin providing Check Signing on the first payroll if the sample signature is provided 72 hours prior to the payroll check date. If Payroll Dynamics is already providing Check Signing to the Client, then this agreement shall govern the terms under which Check Signing will continue. Client shall be solely responsible for ensuring that the signatures provided to Payroll Dynamics for check signing services are current, correct, and represent authorized signatories for client’s accounts.

D. WAIVER: Unless arising from the fraud or dishonesty of a Payroll Dynamics employee or agent (and provided there is no complicity on the part of the Client’s employees or agents), Client waives any claim against Payroll Dynamics for loss or damage which Client may sustain as the result of the improper or erroneous use of the signature file or check prepared with the signature. Any claim against Payroll Dynamics related to checks signed by Payroll Dynamics pursuant to this Check Signing service must be made by the Client within 45 days of the check date on such check(s). Claims made after that time will not be paid. Client acknowledges that protection against loss or damage not covered by this Agreement is the responsibility of the Client. The Client may cover this risk with an appropriate policy of depositor’s forgery insurance.

E. TERMINATION: Client or Payroll Dynamics may terminate this Agreement at any time upon written notice effective upon receipt of the other party.

If you choose to enroll in the Check Signing program, please sign applicable boxes using a BLACK pen. Liquid ink has best results. Sign within the lines. Leave space between each signature and be sure it is clear. If this account needs 2 signatures, sign one name directly above the other in the Double Signature box as it will appear on the check. DO NOT make any other markings on this page.

PLEASE PLACE SIGNATURES IN THE SPACE BELOW FOR PAYROLL DYNAMICS’ CHECK SIGNING SERVICE

Single Signature

Double Signature

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AUTHORIZATION TO HONOR EITHER ELECTRONIC FUNDS TRANSFER OR DEPOSITORY TRANSFER CHECKS

FROM: (COMPANY) __________________________________________________________ Name

__________________________________________________________ Address

__________________________________________________________ TO: (BANK) __________________________________________________________ Name

__________________________________________________________ Address

__________________________________________________________ ________________________________________________ (“Company”) hereby requests and authorizes you to honor Electronic Funds Transfer or Depository Transfer Checks on your Demand Deposit Account Number (Bank Account #) _______________________________________ (Routing #)________________________ drawn by Payroll Dynamics, Inc (“Payroll Dynamics”). We agree that your rights with respect to any such draft will be the same as if such draft were drawn and signed by an authorized representative of the Company. This authorization, which includes authority to correct errors, is effective until revoked by the Company in writing and such revocation is actually received by the Bank. The Company hereby agrees that if any Electronic Funds Transfer or check drawn on the above account is not honored by you, whether with or without cause, you shall be indemnified by the Company for any liability arising from such dishonor. We request that if, for any reason you are unable to honor and draft against this account, you contact Payroll Dynamics’ Accounting Department immediately at (631) 435 8700. ___________________________________________ _______________________________________ Authorized Signature Name (Print) ___________________________________________ _______________________________________ Title Date

After completing this form, you must forward the original to your Banking Institution

and provide a copy to Payroll Dynamics.

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Power of Attorney Forms The following pages contain several different Federal, State or Local Power of Attorney forms that must be completed and signed by an officer of the company. The purpose of these forms is to enable Payroll Dynamics to file Federal Forms 941 and 940 and State or Local Forms on your behalf, to discuss any discrepancies existing on your account with the Internal Revenue Service directly for the periods and tax types listed, and to transmit remittance via electronic means. Listed below you will find the details regarding what needs to be completed on each form: Please sign and date the applicable forms.

Federal Power of Attorney Form

______ Form 8655, Reporting Agent Authorization Complete fields 1 through 8 in the Taxpayer section. In addition, please sign, date and enter your title in field 19 of the Authorization Agreement section of this form.

State Power of Attorney Forms ______ New York POA – 1 Complete Section 1 (Taxpayer Information). Sign and date this form in Section 3 (Tax matters) page 2. If you do not wish for this Power of Attorney to revoke another, complete Section 4 (Retention/revocation of prior powers of attorney). Sign and date Section 6 of this form. Section 7 (Acknowledgement or witnessing the power of attorney) must be completed by either two witnesses or a Notary Public. ______ New Jersey M-5008-R Complete Section 1 (Taxpayer Information). Sign and date Section 4 (Acts Authorized). If you do not wish for this Power of Attorney to revoke another, complete Section 6 (Retention/Revocation of Powers of Attorney). Sign and Date Section 7 (Signature of Taxpayer) ______ Connecticut LGL-001 Sign and date Part II (Declaration of Person Giving Power of Attorney and Powers Given). ______ Other _________________________________________________ ______ Other _________________________________________________ ______ Other _________________________________________________

OMB No. 1545-1058Reporting Agent Authorization

Department of the TreasuryInternal Revenue Service

For Privacy Act and Paperwork Reduction Act Notice, see page 2. Form 8655 (Rev. 11-2009)Cat. No. 10241T

Employer identification number (EIN)

(Rev. November 2009)

Form

Name of taxpayer (as distinguished from trade name)1a

8655

Address (number, street, and room or suite no.)

City or town, state, and ZIP code

Contact person

1b

Fax number8

I certify I have the authority to execute this form and authorize disclosure of otherwise confidential information on behalf of the taxpayer.

Signature of taxpayer Date

SignHere

� �

Taxpayer

5

2

4 If you are a seasonal employer,check here

Other identification number

7 Daytime telephone number

( )

Name (enter company name or name of business)9

Address (number, street, and room or suite no.)

City or town, state, and ZIP code

Contact person12 14

Reporting Agent10

13 Daytime telephone number

( )

11

Title�

Authorization of Reporting Agent To Sign and File ReturnsUse the entry lines below to indicate the tax return(s) to be filed by the reporting agent. Enter the beginning year of annual tax returns orbeginning quarter of quarterly tax returns. See the instructions for how to enter the quarter and year. Once this authority is granted, it iseffective until revoked by the taxpayer or reporting agent.

940 941

Authorization of Reporting Agent To Make Deposits and PaymentsUse the entry lines below to enter the starting date (the first month and year) of any tax return(s) for which the reporting agent is authorizedto make deposits or payments. See the instructions for how to enter the month and year. Once this authority is granted, it is effective untilrevoked by the taxpayer or reporting agent.

940 941 943 945 720

1041 1042 1120 CT-1 990-PF 990-T

Disclosure of Information to Reporting Agents

Check here to authorize the reporting agent to receive or request copies of tax information and other communications from the IRS relatedto the authorization granted on line 15 and/or line 16

Authorization AgreementI understand that this agreement does not relieve me, as the taxpayer, of the responsibility to ensure that all tax returns are filed and that all deposits and payments are made. If line15 is completed, the reporting agent named above is authorized to sign and file the return indicated, beginning with the quarter or year indicated. If any starting dates on line 16 are completed,the reporting agent named above is authorized to make deposits and payments beginning with the period indicated. Any authorization granted remains in effect until it is revoked by the taxpayeror reporting agent. I am authorizing the IRS to disclose otherwise confidential tax information to the reporting agent relating to the authority granted on line 15 and/or line 16, including disclosuresrequired to process Form 8655. Disclosure authority is effective upon signature of taxpayer and IRS receipt of Form 8655. The authority granted on Form 8655 will not revoke any Power of Attorney(Form 2848) or Tax Information Authorization (Form 8821) in effect.

15

16

17a

940-PR 941-PR 941-SS 943

943-PR 945 1042CT-1

Trade name, if any

3

State or Local AuthorizationCheck here to authorize the reporting agent to sign and file state or local returns related to the authorization granted on line 15 and/or line 1619

( )

Employer identification number (EIN)

6

Fax number

( )

944

944

Form W-2 Series or Form 1099 Series Disclosure Authorization

The reporting agent is authorized to receive otherwise confidential taxpayer information from the IRS to assist in responding to certain IRSnotices relating to the Form W-2 series information returns. This authority is effective for calendar year forms beginning .

18a

The reporting agent is authorized to receive otherwise confidential taxpayer information from the IRS to assist in responding to certain IRSnotices relating to the Form 1099 series information returns. This authority is effective for calendar year forms beginning .

b

944-PR

Check here if the reporting agent also wants to receive copies of notices from the IRSb

944-SS

Form 8655 (Rev. 11-2009)

Purpose of FormForm 8655 is used to authorize a reporting agent to:● Sign and file certain returns;● Make deposits and payments for certain returns;● Receive duplicate copies of tax information, notices, and otherwritten and/or electronic communication regarding any authoritygranted; and

Authority GrantedOnce Form 8655 is signed, any authority granted is effectivebeginning with the period indicated on lines 15 or 16 and continuesindefinitely unless revoked by the taxpayer or reporting agent. Noauthorization or authority is granted for periods prior to the period(s)indicated on Form 8655.

Disclosure authority granted on line 17a is effective on the dateForm 8655 is signed by the taxpayer. Any authority granted on Form8655 does not revoke and has no effect on any authority granted onForms 2848 or 8821, or any third-party designee checkbox authority.

Where To FileSend Form 8655 to:

Internal Revenue ServiceAccounts Management Service CenterMS 6748 RAF Team1973 North Rulon White Blvd.Ogden, UT 84404

Revoking an AuthorizationIf you have a valid Form 8655 on file with the IRS, the filing of a newForm 8655 revokes the authority of the prior reporting agentbeginning with the period indicated on the new Form 8655. However,the prior reporting agent is still an authorized reporting agent andretains any previously granted disclosure authority for the periodsprior to the beginning period of the new reporting agent’sauthorization unless specifically revoked.

If the taxpayer wants to revoke an existing authorization, send acopy of the previously executed Form 8655 to the IRS at theaddress under Where To File, above. Re-sign the copy of the Form8655 under the original signature. Write “REVOKE” across the top ofthe form. If you do not have a copy of the authorization you want torevoke, send a statement to the IRS. The statement of revocationmust indicate that the authority of the reporting agent is revoked andmust be signed by the taxpayer. Also, list the name and address ofeach reporting agent whose authority is revoked.

Withdrawing from reporting authority. A reporting agent canwithdraw from authority by filing a statement with the IRS, either onpaper or using a delete process. The statement must be signed bythe reporting agent (if filed on paper) and identify the name andaddress of the taxpayer and authorization(s) from which the reportingagent is withdrawing. For information on the delete process, seePub. 1474.

Specific Instructions

Use the “YYYY” format for annual tax returns. Use the “MM/YYYY”format for quarterly tax returns, where “MM” is the ending month ofthe quarter the named reporting agent is authorized to sign and filetax returns for the taxpayer. For example, enter “09/2008” on the linefor “941” to indicate you are authorizing the named reporting agentto sign and file Form 941 for the July–September quarter of 2008and subsequent quarters.

Privacy Act and Paperwork Reduction Act Notice. We ask for theinformation on this form to carry out the Internal Revenue laws of theUnited States. Form 8655 is provided by the IRS for your convenienceand its use is voluntary. If you choose to authorize a reporting agent toact on your behalf, under section 6109, you must disclose your EIN. Theprincipal purpose of this disclosure is to secure proper identification ofthe taxpayer. We need this information to gain access to your taxinformation in our files and properly respond to your request. If you donot disclose this information, the IRS may suspend processing yourreporting agent authorization and may not be able to honor yourreporting agent authorization until you provide your EIN.

The time needed to complete and file Form 8655 will vary dependingon individual circumstances. The estimated average time is 6 minutes.

You are not required to provide the information requested on a formthat is subject to the Paperwork Reduction Act unless the form displays avalid OMB control number. Books or records relating to a form orinstructions must be retained as long as their contents may becomematerial in the administration of any Internal Revenue law.

If you have comments concerning the accuracy of this time estimate orsuggestions for making Form 8655 simpler, we would be happy to hearfrom you. You can write to the Internal Revenue Service, Tax ProductsCoordinating Committee, SE:W:CAR:MP:T:T:SP, 1111 Constitution Ave.NW, IR-6526, Washington, DC 20224. Do not send Form 8655 to thisaddress. Instead, see Where To File above.

General Instructions

● Provide IRS with information to aid in penalty relief determinationsrelated to the authority granted on Form 8655.

Additional InformationAdditional information concerning reporting agent authorizations maybe found in:● Pub. 1474, Technical Specifications Guide for Reporting AgentAuthorizations and Federal Tax Depositors.● Rev. Proc. 2007-38. You can find Rev. Proc. 2007-38 onpage 1442 of Internal Revenue Bulletin 2007-25 atwww.irs.gov/pub/irs-irbs/irb07-25.pdf.

Line 15

Line 16Use the “MM/YYYY” format to enter the starting date, where “MM”is the first month the named reporting agent is authorized to makedeposits or payments for the taxpayer. For example, enter “08/2009”on the line for “720” to indicate you are authorizing the namedreporting agent to make deposits or payments for Form 720 startingin August 2009 and all subsequent months.

Who Must SignSole proprietorship. The individual owning the business.

Corporation (including a limited liability company (LLC) treated as acorporation). Generally, Form 8655 can be signed by: (a) an officerhaving legal authority to bind the corporation, (b) any persondesignated by the board of directors or other governing body, (c) anyofficer or employee on written request by any principal officer, and(d) any other person authorized to access information under section6103(e).Partnership (including an LLC treated as a partnership) or an unincorporated organization. Generally, Form 8655 can be signed byany person who was a member of the partnership during any part ofthe tax period covered by Form 8655.

Single member LLC treated as a disregarded entity. The owner ofthe LLC.

Routine uses of this information include giving it to the Department ofJustice for civil and criminal litigation, and to cities, states, and theDistrict of Columbia for use in administering their tax laws. We may alsodisclose this information to other countries under a tax treaty, to federaland state agencies to enforce federal nontax criminal laws, or to federallaw enforcement agencies and intelligence agencies to combat terrorism.

Trust or estate. The fiduciary.

Substitute Form 8655If you want to prepare and use a substitute Form 8655, seePub. 1167, General Rules and Specifications for Substitute Formsand Schedules. If your substitute Form 8655 is approved, the formapproval number must be printed in the lower left margin of eachsubstitute Form 8655 you file with the IRS.

You can fax Form 8655 to the IRS. The number is 801-620-4142.

Where authority is granted for any form, it is also effective forrelated forms such as the corresponding non-English language form,amended return, (Form 941-X, 941-X(PR), 943-X, 944-X(PR), 945-X,or CT-1X) payment voucher, or deposit coupon. In addition to thereturns shown on lines 15 and 16, Form 8655 can be used toprovide authorization for Form 944-SP using the entry spaces forForm 944. The form also can be used to authorize a reporting agentto make deposits and payments for other returns in the Form 1120series, such as Form 1120-C, using the entry space for Form 1120on line 16.

0291100094

Taxpayer’s name Taxpayer’s identification number (see instructions)

Spouse’s name (if joint tax return) Spouse’s SSN (if applicable)

Mailing address City State ZIP code

Spouse’s mailing address (if different from above) City State ZIP code

1. Taxpayer information (Taxpayer(s) must sign and date this form - please print or type.)

New York State Department of Taxation and Finance New York City Department of Finance

Power of Attorney

Type(s) of tax(es) Tax year(s), period(s), or transaction(s) Notice/assessment/Audit ID number(s) (may enter more than one)

3. Tax matter(s) — For estate tax matters, use Form ET-14, Estate Tax Power of Attorney, instead of this form.

The taxpayer(s) named above appoints the individual(s) named below as the taxpayer’s or taxpayers’ attorney(s)-in-fact:

to represent the taxpayer(s) in connection with the following tax matter(s):

POA-1 (9/10) Page 1 of 4

Read Form POA-1-I, Instructions for Form POA-1, before completing. These instructions explain how the information entered on this power of attorney (POA) will be interpreted and the extent of the powers granted.

Representative’s name Telephone number Fax number

( ) ( ) Mailing address (include firm name, if any) Representative’s NYTPRIN ( if applicable)

City State ZIP code E-mail address







2. Representative information (Representative(s) must complete section 8 on page 4 of this form.)

with full power to receive confidential information and to perform any and all acts that the taxpayer(s) can perform with respect to the above specified tax matter(s), except for signing tax returns or delegating his/her/their authority (unless specifically authorized; see page 2). If you do not want any of the above representative(s) to have full power as described above, attach a signed and dated explanation and mark an X in this box ..................

0292100094

Taxpayer’s identification numberPage 2 of 4 POA-1 (9/10)

Affix corporate seal here, if applicable

Signature Taxpayer’s telephone number Taxpayer’s fax number Date

( ) ( ) Name of person signing this form (type or print) Title, if applicable

Spouse’s signature Spouse’s telephone number Spouse’s fax number Date

( ) ( )

4. Retention/revocation of prior power(s) of attorneyThis power of attorney (POA) only applies to tax matters administered by the New York State Tax Department, the New York City Department of Finance, or both. Executing and filing this POA revokes all powers of attorney previously executed and filed with an agency for the same tax matter(s) and year(s), period(s) or transaction(s) covered by this document. If there is an existing POA that you do not want revoked, attach a signed and dated copy of each POA you want to remain in effect and mark an X in this box. .........

5. Notices and certain other communicationsIn those instances where statutory notices and certain other communications involving the tax matter(s) listed on page 1 are sent to a representative, these documents will be sent to the first representative named in section 2. If you do not want notices and certain other communications sent to the first representative, enter the name of the representative designated on page 1 (or on the attached power of attorney previously filed and remaining in effect) that you want to receive notices, etc.

Representative’s name: _________________________________________________________________

If you do not want notices and certain other communications to go to any representative, enter None on the line above.

6. Taxpayer signatureIf a joint tax return was filed for New York State, New York City, or both, and both spouses request the same representative(s), both spouses must sign below.

If the taxpayer named in section 1 is other than an individual: I certify that I am acting in the capacity of a corporate officer, partner (except a limited partner), member or manager of a limited liability company, or fiduciary on behalf of the taxpayer, and that I have the authority to execute this power of attorney on behalf of the taxpayer.

7. Acknowledgment or witnessing the power of attorneyThis power of attorney must be acknowledged by the taxpayer(s) before a notary public (see next page for acknowledgment formats) or witnessed by two disinterested individuals, unless the appointed representative(s) is licensed to practice in New York State as an attorney-at-law, certified public accountant, public accountant, or is a New York State resident enrolled as an agent to practice before the Internal Revenue Service.

The person(s) signing as the above taxpayer(s) appeared before us and executed this power of attorney.

IF NOT SIGNED AND DATED, THIS POWER OF ATTORNEY WILL BE RETURNED.

Signature of witness Signature of witness

Name of witness (type or print) Date Name of witness (type or print) Date

Mailing address of witness (type or print) Mailing address of witness (type or print)

City State ZIP code City State ZIP code

I / We authorize the above representative(s) to sign tax returns for the tax matter(s) indicated above. (If joint return, both taxpayers must sign.)

I / We authorize the above representative(s) to delegate his/her/their authority to another. (If joint return, both taxpayers must sign.)

Your signature Date Spouse’s signature Date

Your signature Date Spouse’s signature Date

0293100094

Taxpayer’s identification number POA-1 (9/10) Page 3 of 4

Acknowledgment — limited liability company (LLC)

State of ss:County of On this day of , , before me personallycame, to me known, who, being by me duly sworn, did say that he/she isa member or manager of the limited liability company described in the foregoing power of attorney; and that he/she is empowered to and did execute the same.

Acknowledgment — corporate

State of ss:County of On this day of , , before me personallycame, to me known, who, being by me duly sworn, did say that he/she isthe of , the corporation described in the foregoing power of attorney; and that he/she signed his/her name thereto by authority of the board of directors of said corporation.

Signature of notary public Date


Notary public: affix stamp (or other indication of your notary authority)


Acknowledgment — partnership/limited liability partnership (LLP)

State of ss:County of On this day of , , before me personallycame, to me known, who, being by me duly sworn, did say that he/she is a partner of the partnership described in the foregoing power of attorney; and that he/she is empowered to and did execute the same.



Acknowledgment — individual

State of ss:County of On this day of , , before me personallycame, to me known to be the person(s) described in the foregoing power of attorney; and he/she/they acknowledged that he/she/they executed the same.



0294100094

Taxpayer’s identification numberPage 4 of 4 POA-1 (9/10)

1 an attorney-at-law licensed to practice in New York State 2 a certified public accountant duly qualified to practice in

New York State 3 a public accountant enrolled with the New York State

Education Department

4 a New York State resident enrolled as an agent to practice before the Internal Revenue Service

5 an employee not a corporate officer (if the taxpayer is a corporation)

6 other:

Designation(s)(use number(s)from above list)

Representative’sPTIN, SSN, or EIN

Signature Date

8. Declaration of representative(s) (to be completed by each representative)

I agree to represent the above named taxpayer(s) in accordance with this power of attorney. I affirm that my representation will not violate the provisions of the Ethics in Government Act or section 2604(d) of Chapter 68 of the New York City Charter restricting appearances by a former government employee before his or her former agency. I have read a summary of these restrictions reproduced in the instructions to this form.

I am (indicate all that apply):

IF THIS DECLARATION OF REPRESENTATIVE IS NOT COMPLETED IN ITS ENTIRETY, THE POWER OF ATTORNEY WILL BE RETURNED.

Type(s) of tax(es) Tax year(s), period(s), Notice/ (may enter more than one) or transaction(s) assessment/Audit ID number(s)

1 Personal income tax 2006, 2007 99999999999

2 2000, 2001, 2002 3 NYC real property transfer tax July 10, 2008 NYS real estate transfer tax

New York State Department of Taxation and FinanceNew York City Department of Finance

Instructions for Form POA-1Power of Attorney

General informationUse Form POA-1, Power of Attorney, as evidence that the individual(s) named as representative(s) has the authority to obligate, bind, or appear on your behalf with respect to the tax matters listed in section 3, Tax matter(s). This form is used for all New York State and New York City taxes except estate tax (see Estates below).

The individual(s) named as representative(s) may receive confidential information concerning your taxes. Unless you indicate otherwise, he/she/they may also perform any and all acts you can perform, including consenting to extend the time to assess tax, or executing consents that agree to a tax adjustment. Representatives may sign returns or delegate authority only if specifically authorized on the power of attorney (POA). See section 3, Tax matter(s), Limitations. Note: Authorizing someone to represent you by a POA does not relieve you of your tax obligations.

Form POA-1 will not be required when an individual appears with the taxpayer(s) or with an individual who is authorized to act on behalf of the taxpayer(s). For example, Form POA-1 would not be required for an individual who appears on behalf of a corporate taxpayer with an authorized corporate officer. In addition, Form POA-1 is not required when an individual merely furnishes information, or prepares a report or return for the taxpayer(s).

Fiduciaries — A fiduciary (trustee, receiver, or guardian) stands in the position of a taxpayer and acts as the taxpayer. Therefore, a fiduciary does not act as a representative and should not file a POA. (However, a fiduciary may be asked to submit proof of the fiduciary’s authority.) If a fiduciary wants to authorize another individual to represent or act on behalf of the taxpayer, a POA must be filed and signed by the fiduciary acting in the position of the taxpayer.

Filing Form POA-1 — File the original Form POA-1 with the office of the agency in which a matter is pending. If this POA covers tax matters administered by both the NYS Tax Department and the NYC Department of Finance, a copy of Form POA-1 must be filed with each agency. A photocopy or facsimile transmission (fax) is also acceptable. Form POA-1 should be filed in a conspicuous manner. It should not be attached to or incorporated in any return, report, or other document that is routinely filed unless the return, report, or other document specifically provides for such attachment or incorporation. Sign and date all copies of documents attached to Form POA-1.

Specific instructions1. Taxpayer informationEnter your taxpayer identification number, as explained below, on all pages.

Individuals — Print or type your name, social security number (SSN), and mailing address in the spaces provided. If a joint NYS tax return is involved, and you and your spouse are designating the same representative(s), also enter your spouse’s name and SSN (and your spouse’s address if different than yours) on page 1. If a joint NYS tax return is involved, and you and your spouse are not designating the same representative(s), each spouse must file a separate Form POA-1.

Sole proprietorships — If you run a business as a sole proprietorship, print or type your name, including a dba (doing business as) name if applicable, and mailing address in the spaces provided. Enter your taxpayer identification (ID) number. For NYS tax matters, your taxpayer ID number is your employer identification number (EIN), SSN, or the taxpayer ID number issued by the NYS Tax Department for this business. For NYC tax matters, your taxpayer ID number is your SSN or EIN.

Corporations, partnerships, limited liability companies (LLC), or associations — Enter the legal name, EIN, and business address.

Trusts — Enter the name and EIN of the trust, and the name, title, and address of the trustee.

Estates — Use Form ET-14, Estate Tax Power of Attorney, for all estate tax matters.

POA-1-I (9/10)

2. Representative informationEnter each representative’s name, mailing address (including firm name, if any), telephone number, fax number, New York tax preparer registration identification number (NYTPRIN) if applicable, and e-mail address. Only individuals may be named as representatives. You may appoint more than one individual to represent you. You may not appoint a firm to represent you.

All representatives appointed will be deemed to be acting severally, unless Form POA-1 clearly indicates that all representatives are required to act jointly.

Attach additional sheets if necessary.

3. Tax matter(s)Enter the tax type (personal income, corporation, sales, etc.). Do not use this form for tax matters involving estate tax (see Estates). You may enter more than one tax type. Also enter the tax year(s) or tax period(s), or transaction(s) covered by this POA. If applicable, enter the notice, assessment, or Audit ID number(s) in the last column.

If you designate only a specific tax and no tax year or period, the POA will apply to all tax years and periods. If you designate only a specific tax year or period and not a specific tax type, the POA will apply to all tax types for the designated tax year or period. If you do not designate either a tax type or a tax period the POA will apply to all taxes and all periods.

Certain taxes, like the real estate transfer tax, do not have a tax period or year, but are based on a specific transaction. In that situation, enter the date of conveyance in the Tax year(s), period(s), or transaction(s) column.

Examples:

1. You receive an assessment for unpaid personal income taxes for tax year 2007. Your records indicate that it is due to an uncredited overpayment from your 2006 taxes. You are designating POA to the representative for a specific tax type, tax years and assessment.

2. You want your representative to handle all tax matters for the years you had an S corporation in New York.

3. You want your representative to handle the transfer of real estate in New York City which occurred on July 10, 2008.

Limitations — This POA authorizes the representative(s) you appointed to act for you for the tax matter(s) indicated with the exception of signing returns or delegating authority. You must sign the specific authorization line if you want your representative(s) to sign tax returns for you or if you want your representative(s) to have the authority to delegate his/her/their authority to someone else. If you intend to limit the authority in any other way, mark an X in the box and attach a complete explanation (signed and dated), stating the specific restrictions. A representative named in Form POA-1 may delegate the powers given to him/her only if the taxpayer(s) specifically authorizes delegation by signing on the line indicated in section 3. A representative does not need the consent of any other representative to make a delegation, unless the taxpayer(s) has specified otherwise.

4. Retention/revocation of prior power(s) of attorneyThis POA only applies to tax matters administered by the NYS Tax Department, the NYC Department of Finance, or both. Executing and filing this POA with an agency revokes all POAs previously executed and filed with that agency for the same tax matter(s) and year(s), period(s) or transaction(s) covered by this document. Executing and filing this POA does not revoke any other POA, including a POA executed under the General Obligations Law, for matters not listed on this POA. If there is an

existing POA filed with an agency that you do not want revoked, attach a signed and dated copy of each POA you want to remain in effect and mark an X in the box on this POA form.

You may not partially revoke a previously filed POA that applies to tax matters administered by the NYS Tax Department, the NYC Department of Finance, or both. If a previously filed POA appoints more than one representative and you do not want to retain all the representatives on that previously filed POA, you must indicate on the new POA the representative(s) you want to retain.

If you want to revoke an existing POA filed with an agency and do not want to name a new representative, send a copy of the previously executed POA to the office in which a matter is pending. Write Revoked across the copy of the POA, and sign and date the form. If you do not have a copy of the POA you want to revoke, send a statement to the office where you filed the POA. The statement of revocation must indicate that the authority of the POA is revoked, and must be signed and dated by the taxpayer(s). Also, the name and address of each recognized representative whose authority is revoked must be listed.

A representative can withdraw from representing you by filing a statement with the office where the POA was filed. The statement must be signed and dated by the representative and must identify the name and address of the taxpayer(s) and tax matter(s) from which the representative is withdrawing.

Any change to a POA filed with one agency does not change the POA filed with another agency. If a POA covers one or more tax matters administered by the NYS Tax Department and one or more tax matters administered by the NYC Department of Finance, you must notify each agency separately in writing of any and all changes to a POA.

5. Notices and certain other communicationsStatutory notices and certain other communications involving tax matters will be sent to only one representative, the first representative listed, unless you indicate a different representative on the form. If you do not want notices and certain other communications to go to any of your representatives, write None.

6. Taxpayer signatureForm POA-1 must be signed by the taxpayer(s) or by an individual who is authorized to execute the POA on behalf of the taxpayer(s). The taxpayer(s) or the taxpayer’s representative may be required to provide identification and evidence of authority to sign this POA. If not signed and dated, this POA will be returned.

Individuals — If a joint tax return has been filed and both spouses will berepresented by the same individual(s), both must sign Form POA-1unless one spouse authorizes the other, in writing, to sign for both.In that case, attach a copy of the authorization. If, however, a jointtax return has been filed and both spouses will be representedby different individuals, each taxpayer must execute his or her ownPOA on a separate Form POA-1.

Corporations — The president, vice-president, treasurer, assistant treasurer, or any other officer of the corporation having authority to bind the corporation must sign Form POA-1.

Partnerships — If the POA is executed on behalf of the partnership only, it must be signed by a partner authorized to act for the partnership. A partner is authorized to act in the name of the partnership if, under state law, the partner has authority to bind the partnership.

Limited liability companies (LLCs)— If the POA is executed on behalf of the LLC only, it must be signed by any member or manager duly authorized to act for the LLC, who must certify that he or she has such authority.

Fiduciaries — In matters involving fiduciaries under agreements, declarations, or appointments, Form POA-1 must be signed by all of the fiduciaries unless it can be established that fewer than all fiduciaries have the authority to act in the matter under consideration. Include evidence of the authority of the fiduciaries to act when filing Form POA-1.

Others — Form POA-1 must be signed by the taxpayer(s) or by an individual having the authority to act in the interest of the taxpayer(s).

7. Acknowledgment or witnessing the power of attorney Form POA-1 must be acknowledged by the taxpayer(s) before a notary public or witnessed by two disinterested individuals who must also sign and date this form. Notary public: affix stamp (or other indication of your notary authority).

Exception: Acknowledgment or witnessing will not be required if the appointed representative is licensed to practice in NYS as an attorney-at-law, certified public accountant, public accountant, or is a NYS resident enrolled as an agent to practice before the Internal Revenue Service (IRS).

8. Declaration of representative(s) (to be completed by each representative)

In the Designation(s) column, each representative must enter the number(s) describing his/her profession or capacity to represent the taxpayer(s) listed on page 1 of Form POA-1. If the representative enters 6 for other, that representative must indicate in the space provided at number 6 his/her relationship or capacity to represent the taxpayer(s). If the representative is a professional but not licensed to practice in NYS, indicate in the space provided at number 6 the representative’s professional designation and the state in which he/she is licensed, such as Florida attorney. If more than one representative is listed as other, indicate the relationship or capacity for each representative by name. Each representative must sign and date the declaration and include his/her federal preparer tax identification number (PTIN), SSN, or EIN. If this declaration is not completed in its entirety by each representative, the POA will be returned. Attach additional sheets, if necessary.

For additional information, see the regulations relating to representation before:

• theDivision of Taxation, see Title 20 of the Codes, Rules and Regulations of the State of New York, section 2390.1;

• theBureau of Conciliation and Mediation Services of the Division of Taxation, see Title 20 of the Codes, Rules and Regulations of the State of New York, section 4000.2;

• theNew York State Tax Appeals Tribunal, see Title 20 of the Codes, Rules and Regulations of the State of New York, section 3000.2;

• theNew York City Department of Finance, see Title 19 of the Rules of the City of New York, Chapter 27;

• theNew York City Department of Finance Conciliation Bureau, see Title 19 of the Rules of the City of New York, Chapter 38; or

• theNew York City Tax Appeals Tribunal, see Title 20 of the Rules of the City of New York.

Representation by former government employeesThe New York State Ethics in Government Act and section 2604(d) of Chapter 68 of the New York City Charter bar a government employee from appearing or practicing before his/her former agency for two years if a state agency, or one year if a city agency, after leaving public service, and prohibit for life his/her participation in any matter that he/she was directly and personally involved with while a government employee.

Privacy notification — The right of the Commissioner of Taxation and Finance and the Department of Taxation and Finance to collect and maintain personal information, including mandatory disclosure of social security numbers in the manner required by tax regulations, instructions, and forms, is found in Articles 9, 9-A, 11, 12-A, 13-A, 18, 20, 20-A, 21, 21-A, 22, 26, 26-A, 26-B, 28, 29, 30, 30-A, 30-B, 31, and 31-B of the Tax Law; Article 2-E of the General City Law; and 42 USC 405(c)(2)(C)(i).

The Tax Department uses this information primarily to determine and administer tax liabilities due the state and city of New York and the city of Yonkers. We also use this information for certain tax offset and exchange of tax information programs authorized by law, and for any other purpose authorized by law.

Information concerning quarterly wages paid to employees (and identified by unique random identifying code numbers to preserve the privacy of the employees’ names and social security numbers) is provided to certain state agencies for research purposes, to evaluate the effectiveness of certain employment and training programs.

Failure to provide the required information may subject you to civil or criminal penalties, or both, under the Tax Law.

This information is maintained by the Manager of Document Management, NYS Tax Department, WA Harriman Campus, Albany NY 12227; telephone (518) 457-5181.

The right of the Commissioner of the New York City Department of Finance to require disclosure of identifying numbers is contained in section 11-102.1 of the Administrative Code of the City of New York.

Page 2 of 2 POA-1-I (9/10)

Form M-5008-R (2-12) State of New Jersey Division of Taxation Page 1 of 2

APPOINTMENT OF TAXPAYER REPRESENTATIVE (TYPE OR PRINT)

1. Taxpayer Information (if matter involves a joint income return, enter both names if joint representation is requested).

Trusts: Enter the name and EIN of the trust, name and address of the trustee. Estates: Enter the name and EIN of the estate, name and address of the executor or administrator.

Taxpayer’s Name Social Security number

Spouse’s/CU Partner’s Name Social Security number

Mailing Address

NJ Taxpayer ID number (if other than SS#)

City State Zip

Name and Address of Trustee or Executor

Taxpayer is: □ Individual (for an income or individual use tax return filed by that individual, or a joint income tax return filed by the individual and his/her spouse/cu partner). □ Corporation □ Partnership □ Sole Proprietorship □ Estate □ Limited Liability Company □ Trust (other than a business trust) □ Other: ___________ 2. Representative Information (representative(s) must date and sign on page 2). The taxpayer(s) named above hereby appoints the person(s) named below as his/her/their taxpayer representative. Name and Address Telephone Number:

Fax Number: Representative ID:

Name and Address Telephone Number: Fax Number: Representative ID:

To represent the taxpayer(s) before the State for the following tax matter(s): 3. Tax Matters □ All tax matters □ Specific tax matters listed below: Type of Tax (NJ Gross Income, Sales and Use, Corporate Business, Employment, etc.)

Year(s) & Period(s)

4. Acts Authorized. The representative(s) is/are authorized to receive and inspect confidential tax records and is/are granted full power to act with respect to the tax matters described in section 3 above, and to do and perform all such acts as I could do or perform. The authority does not include the power to endorse a refund check. _________________________________ __________________ __________________________ Taxpayer Signature Date Title (if applicable) _________________________________ __________________ __________________________ Taxpayer Signature Date Title (if applicable)

Form M-5008—R (2-12) Page 2 of 2

Taxpayer Name: ___________________________________ SS # ____________________ 5. Notices and Communications. Original notices and other written communications will be sent to you and a copy (other than automated computer notices), to the first representative listed in Section 2 unless you check one or more of the boxes below. □ I do not want any notices or communications sent to my representative(s). □ The second representative listed in section 2 should also receive a copy of notices and/or communications (other than automated computer notices). 6. Retention/Revocation of Prior Appointment(s) or Power(s). The filing of this Appointment of Taxpayer Representative automatically revokes all earlier Appointment(s) of Taxpayer Representative and/or Power(s) of Attorney on file with the Division of Taxation for the same tax matters and years or periods covered by this document unless the box below is checked. □ Check here if you do not want to revoke any prior Appointment(s) of Taxpayer Representative or Power(s) of Attorney. Attach copies of previous Appointment or Power that you do not want to revoke. 7. Signature of Taxpayer(s). If a tax matter concerns a joint return, both primary and spouse/cu partner must sign below if joint representation is requested. If signed by a corporate officer, partner, guardian, tax matters partner, executor, administrator, or trustee on behalf of the taxpayer, I certify that I have the authority to execute this form on behalf of the taxpayer(s). THIS APPOINTMENT OF TAXPAYER REPRESENTATIVE IS VOID IF NOT SIGNED AND DATED. I/We declare under penalty of law that I/We have examined this document and that all information included is true and correct to the best of my/our knowledge, information and belief. _________________________________ __________________ __________________________ Taxpayer Signature Date Title (if applicable) _________________________________ Print Name _________________________________ __________________ __________________________ Taxpayer Signature Date Title (if applicable) _________________________________ Print Name 8. Acceptance of Representation and Sample Signature. I/We hereby accept appointment as representative(s) for taxpayer(s) who has/have executed this Appointment of Taxpayer Representative. _________________________________ __________________ __________________________ Representative Signature Date Title (if applicable) _________________________________ Print Name _________________________________ __________________ __________________________ Representative Signature Date Title (if applicable) _________________________________ Print Name

of 2

(2--12) STATE OF NEW JERSEY – DIVISION OF TAXATION

INSTRUCTIONS FOR FORM M-5008-R APPOINTMENT OF TAXPAYER REPRESENTATIVE

Purposes of Form. Form M-5008-R, Appointment of Taxpayer Representative, may be used to designate an individual(s) named as representative(s) and grants the representative(s) the authority to obligate, bind or appear on your behalf with respect to the tax matters listed in Section 3 of the Appointment of Taxpayer Representative Form. This form may be used for all New Jersey taxes except those pertaining to Property Administration. (Refer to Form M-5041). The representative(s) may be authorized to receive your confidential tax information. Unless otherwise indicated, the representative(s) may also perform any and all acts that you can perform, including consenting to extend the time to assess tax, or executing consents that agree to a tax adjustment. Representatives may not sign returns or delegate authority unless specifically authorized on the Appointment of Taxpayer Representative. Note: Authorizing someone to represent you before the Division by an Appointment of Taxpayer

Representative does not relieve you of your tax responsibilities or obligations. It primarily allows for representation by others in most matters concerning tax administration, investigations, examinations/audits and other forms of taxpayer conferences. Since the obligation for tax liabilities lies with the taxpayer, the authority granted to a representative may not extend through certain aspects of the collection process to include, but not limited to judgments, levies, liens and seizures. In those instances the Division may require telephone communication, direct contact and/or interaction with the taxpayer. To the extent possible, however, the Division will make a reasonable effort to honor authorized representation. Additionally, to protect the interests of the taxpayer, the Division will contact the taxpayer directly when it has documentable instances of unreasonable delays, incompetence or other forms of malfeasance of the appointed taxpayer representative.

Form M-5008-R, Appointment of Taxpayer Representative, will not be required when an individual appears with the taxpayer or with an individual who is authorized to act on behalf of taxpayer. For example, Form M-5008-R is not required if an individual appears on behalf of a corporate taxpayer with an authorized corporate officer. The Form is also not required if a trustee, receiver or attorney has been appointed by a court having jurisdiction over a debtor. In addition, the Form is not required if an individual merely furnishes tax information or prepares a report or return for the taxpayer. Fiduciaries. A fiduciary (such as a trustee, receiver, or guardian) stands in the position of a taxpayer and acts as the taxpayer. Therefore, a fiduciary does not act as a representative and should not file an Appointment of Taxpayer Representative. However, if a fiduciary wishes to authorize an individual to represent or act on behalf of the entity, an Appointment of Taxpayer Representative must be filed and signed by the fiduciary. Who Can Execute the Appointment of Taxpayer Representative? - Any individual, if the request pertains to a personal income or individual use tax return filed by that individual (or by an individual and his or her spouse/cu partner if the request pertains to a joint income tax return and joint representation is requested). If joint representation is not requested each taxpayer must file his or her own separate Appointment of Taxpayer Representative. - A member of a Limited Liability Company (LLC), if the taxpayer is an LLC and there is no manager; - A manager of the LLC; - A sole proprietor; - A general partner of a partnership or limited partnership; - The administrator or executor of an estate; - The trustee of a trust. - If the taxpayer is a corporation, a principal officer or corporate officer who has legal authority to bind the corporation; any person who is designated by the board of directors or other governing body of the corporation; any officer or employee of the corporation upon written request signed by a principal officer of the corporation and attested by the secretary or other officer of the corporation; or any other person who is authorized to receive or inspect the corporation’s return or return information under I.R.C. §6103(e)(1)(D).

Form M-5008-R Instructions (2-12) Page 2 of 2

Tax Matters The Appointment of Taxpayer Representative will apply to all tax types and taxable years or privilege periods unless the taxpayer(s) designates otherwise. Retention/Revocation of Prior Powers of Attorney and/or Appointment of Taxpayer Representative You may not partially revoke a previously filed Appointment of Taxpayer Representative or Power of Attorney. If a previously filed Appointment of Taxpayer Representative or Power of Attorney has more than one representative and you do not want to retain all the representatives on the previously filed Form, you must execute a new Appointment of Taxpayer Representative indicating the representative(s) you want to retain. Taxpayer’s Signature Form M-5008-R must be signed by the taxpayer or by an individual who is authorized to execute the Appointment of Taxpayer Representative on behalf of the taxpayer. The taxpayer or his/her or its representative(s) may be required to provide identification and evidence of authority to sign this Appointment of Taxpayer Representative. Individuals. You must sign and date Form M-5008-R. If a joint gross income tax return has been filed and both husband and wife/both cu partners will be represented by the same individual(s), both must sign Form M-5008-R unless one spouse/cu partner authorizes the other, in writing, to sign for both. In that case, attach a copy of the authorization. If, however, a joint income tax return has been filed and husband and wife/cu partners will be represented by different individuals, each taxpayer must execute his or her own Appointment of Taxpayer Representative on a separate Form M-5008-R. Corporations. The president, vice-president, treasurer, assistant treasurer, or any other officer of the corporation having authority to bind the corporation must sign Form M-5008-R. Partnerships. All partners must sign Form M-5008-R, or if the Appointment of Taxpayer Representative is executed on behalf of the partnership only, it must be signed by a partner authorized to act for the partnership. A partner is authorized to act in the name of the partnership if, under state law, the partner has authority to bind the partnership. Limited Liability Companies. A member or manager must sign Form M-5008-R, or, if the Appointment of Taxpayer Representative is executed on behalf of the Limited Liability Company (LLC) only, it must be signed by any member or manager duly authorized to act for the LLC, who must certify that he or she has such authority. Fiduciaries. In matters involving fiduciaries under agreements, declarations or appointments, Form M-5008-R must be signed by all of the fiduciaries, unless proof is furnished that fewer than all fiduciaries have the authority to act in the matter under consideration. Include evidence of the authority of the fiduciaries to act when filing Form M-5008-R. Estates. The administrator or executor of an estate may sign on behalf of an estate. Trusts. The trustee of a trust may execute the Appointment of Taxpayer Representative. Others. Form M-5008-R must be signed by the taxpayer or by an individual having the authority to act in the name of the taxpayer. The signature of an individual(s) that is/are not the taxpayer(s) identified in Section 1 certifies that he or she has or they have the authority to act for the taxpayer(s). This applies to a corporate officer, partner, guardian, tax matters partner, executor, administrator, or trustee acting on behalf of the taxpayer(s). You must indicate the date of execution on Form M-5008-R.

LGL-001Power of Attorney

Taxpayer’s Name Social Security Number

Spouse’s Name (Personal income tax or individual use tax only) Social Security Number

Mailing Address Connecticut Tax Registration Number

City State ZIP Code Federal Employer Identifi cation Number

Department of Revenue ServicesState of Connecticut25 Sigourney StreetHartford CT 06106-5032

(Rev. 07/08)

Part I: Taxpayer(s) Giving a Power of Attorney to Another Person

Taxpayer is: (Check box)

Corporation Partnership Sole Proprietorship Trust (other than a business trust) Estate

Individual Limited Liability Company Business Trust Other (specify) ____________________________________

Part II: Declaration of Person(s) Giving Power of Attorney and Powers Given

The taxpayer(s) named above appoints the following individual(s) as attorney(s)-in-fact to represent the taxpayer(s) before DRS and receive tax returns and return information for the following tax matters. Specify all tax types and periods affected by this power of attorney with the understanding that this authority applies only to the tax types and periods listed below. Enter the date of death for succession and estate taxes. Indicate the representative to whom a copy of any notice from DRS should be sent by checking the box below. Check one box only.

See instructions for who may execute this power of attorney. This power of attorney revokes all previous powers of attorney on fi le with the Department of Revenue Services (DRS) for the same tax matters and years or periods covered by this power of attorney.

Any of the attorney(s)-in-fact are authorized, subject to revocation, to receive tax returns and tax return information as defi ned in Conn. Gen. Stat. §12-15, and to perform on behalf of the taxpayer(s) the following acts for the tax matters described below. The authority does not include the power to sign certain returns unless specifi cally stated below.

Check the boxes for the powers given to:

Print Name: ____________________________________________________________ Title: __________________________________________

Signature: _____________________________________________________________ Date: __________________________________________

Part III: Power of Attorney Given To

Name Address Check One Box Telephone Number

Tax Type (Sales Tax, Gift Tax, etc.) Year(s) or Period(s)

Receive, but not to endorse and collect, checks (made payable to the taxpayer mentioned above) in payment of any refund of Connecticut taxes, penalties, or interest.

Execute waivers (including offers of waivers) of restrictions on assessment or collection of defi ciencies in tax and waivers of notice of disallowance of a claim for credit or refund.

Execute or terminate consents extending the statutory period for assessment or collection of tax.

Execute closing agreements under Conn. Gen. Stat. §12-2e.

Delegate authority or to substitute another representative.

Represent the taxpayer(s) named above before DRS.

Sign returns. (See instructions.)

Declaration: I am the taxpayer identifi ed in Part I, or if I am not the taxpayer identifi ed in Part I, I have been authorized by the taxpayer to execute this power of attorney on behalf of the taxpayer and I am permitted by the instructions on this Form LGL-001 to execute this power of attorney. I declare under penalty of law that I have examined this document (including any accompanying schedules and statements) and, to the best of my knowledge and belief, it is true, complete, and correct. I understand the penalty for willfully delivering a false return or document to DRS is a fi ne of not more than $5,000, or imprisonment for not more than fi ve years, or both.

( )

( )

Use LGL-001, Power of Attorney, to authorize one or more individuals to represent you before DRS. This authorization allows your representative(s) to receive and inspect confi dential tax information and to act on your behalf in matters before DRS.

Connecticut law stipulates that all offi cial mailings will be sent to the taxpayer of record at the address on fi le with DRS. As a matter of policy, DRS also provides taxpayers with the right to have a copy of any notice sent to its counsel or other qualifi ed representative who has properly executed and fi led this power of attorney with DRS for the type of tax and tax period that is the subject of the notice. This power of attorney does not change the requirement that DRS send all offi cial mailings directly to the taxpayer.

Part I: Taxpayer(s) Giving a Power of Attorney to Another PersonProvide the taxpayer’s name and address and either your Social Security Number (SSN) or Connecticut Tax Registration Number and Federal Employer Identifi cation Number. If you are a sole proprietor, enter your name and SSN. Do not enter your trade name. Do not use your representative’s address as your own.

Your spouse’s name is not required except for joint personal income tax or individual use tax returns.

If you are fi ling a joint personal income tax return and you and your spouse have the same representative(s), include your spouse’s name and SSN in the space provided. Otherwise, each spouse must fi le a separate LGL-001.

Check the box that describes the taxpayer.

Part II: Declaration of the Person Giving Power of Attorney And Powers GivenAny person giving a power of attorney to another person(s) must sign this declaration and must check the box for each act being granted to the attorney-in-fact to perform in matters before DRS. If a tax matter concerns a joint return, both husband and wife must sign in the space provided if they wish to be represented by the same person(s).

Who may execute this power of attorney?

Any individual if the request is for an income tax return fi led by that individual (or fi led by that individual and his or her spouse if the request is for a joint income tax return);

Conn. Agencies Regs. §12-725-1(b) allows an agent, or a fi duciary charged with the care of the person or property of the taxpayer, to make and sign a return only when illness, absence, minority, or other good cause prevents the person required or permitted to make or fi le a Connecticut income tax return from doing so. You must state a reason why the taxpayer cannot sign the return.

A limited liability company (LLC) member if the taxpayer is an LLC and has no manager or a manager if the taxpayer is an LLC and has managers;

The sole proprietor if the taxpayer is a sole proprietorship;

A general partner if the taxpayer is a partnership or a limited partnership;

The administrator or executor if the taxpayer is an estate;

The trustee if the taxpayer is a trust;

If the taxpayer is a corporation, a principal offi cer or corporate offi cer (who has legal authority to bind the corporation), any

Instructionsperson who is designated by the board of directors or other governing body of the corporation, any offi cer or employee of the corporation upon written request signed by a principal offi cer of the corporation and attested to by the secretary or other offi cer of the corporation, or any other person who is authorized to receive or inspect the corporation’s return or return information under I.R.C. §6103(e)(1)(D);

The successor, receiver, guarantor, or any assignee of the taxpayer; or

The authorized representative of any of the above.

Part III: Power of Attorney Given ToProvide the name, address, and telephone number of the person(s) designated by you to be your attorney(s)-in-fact. If you are adding additional representatives to an existing power of attorney, include the names of all individuals you wish to represent you. This power of attorney revokes all previous powers of attorney on fi le with DRS for the same tax matters and years or periods covered by this power of attorney.

Enter the tax type and the tax periods or tax years that are the subject of this power of attorney. Be specifi c about the type of tax at issue (refer to the following examples):

Withholding tax;

Income tax;

Sales and use taxes;

Corporation business tax;

Admissions and dues tax;

Estate tax;

Gift tax;

Motor vehicle fuels tax;

Gross earnings tax (petroleum, gas, hospital, community antenna);

Cigarette tax distributor; and

Individual use tax.

The terms years and periods can indicate various time frames.

A tax year may be a calendar year of 1/1/06 through 12/31/06 or a fi scal year of 7/1/06 through 6/30/07 for corporation tax. A tax period may have one or more monthly or quarterly periods.

Example: A sales and use tax period of 1/1/04 through 12/31/06 may contain 36 monthly or 12 quarterly periods.

Indicate the tax year(s) or tax period(s) to be covered by the power of attorney.

Where to FileDo not send an LGL-001 to DRS unless you have been in contact with DRS and determined that you would like a third party to represent your interests before the agency.

Mail, fax, or deliver LGL-001 directly to the DRS employee or unit with whom the attorney-in-fact will interact. Consult a DRS representative to fi nd out the name and the address or fax number where the LGL-001 should be directed. To contact DRS, call 1-800-382-9463 (Connecticut calls outside the Greater Hartford calling area only) and select Option 2 from a touch-tone phone, or 860-297-5962 (from anywhere). TTY, TDD, and Text Telephone users only may transmit inquiries anytime by calling 860-297-4911.

LGL-001 (Back 07/08)

CLIENT SERVICES AGREEMENT - Payroll Dynamics, Inc. · PDF file · 2014-02-06CLIENT...

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Transcript of CLIENT SERVICES AGREEMENT - Payroll Dynamics, Inc. · PDF file · 2014-02-06CLIENT...