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HomeMy WebLinkAbout2006 S Assessor - Business Personal Property Audit Contract/AgreementI ~ ~~ -~ AGREEMENT FOR CONSULTING SERVICES This ag Bement (hereafter "agreement") is made this _ 2/ ~ day of _ d~~'2006 between Evans & Ass`~ciaLes Consulting G~up, Inca North Carolina Corporation, hereafter called the "Consultant", and Orange County, North Carolina, hereafter called the "County" WHEREAS, the County wishes to engage Consultant to provide the Orange County Tax Assessor with cost-effective business property and other related tax audit services (hereafter the "Project") in compliance with the North Carolina Machinery Act, N.C. Gen. Stat. § 105-2`71, et seq., and as set forth in the C:ounty's "Request for Proposal, Business Personal Property Auditing" issued November 9, 2005 (hereafter "the RFP") and the Consultant's Proposal dated November 28, 2005, {hereafter "the Proposal"), which RFP and Proposal are collectively attached and incorporated herein as Schedule A; WHEREAS, Consultant proposes to supply a team cf professional tax audit consultants to conduct the Project thereafter "Project Team"); NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants herein, agree as follows: ARTICLE I - SCOPE OF SERVICES OF CONSULTANT 1.1 Consultant agrees to timely perform professional services and deliver deliverables in connection with the Project, including the provision of business personal property audits, instruction and consulting services related thereto, as requested by the County, and pursuant to the standards set forth and specified in Schedule A. 7_.2 Ail work shall be done in a good and professional manner. Consultant is responsible for the professional quality, accuracy and timely completion and submission of all. deliverables and services related to the Project. Consultant shall, without additional compensation, correct or revise any errors, omissions, or other deficiencies in its deliverables and other services. The approval of deliverables furnished under this contract shall not in any way relieve the Consultant of responsibility for the accuracy of its work. The review, approval, acceptance or payment for any of the services shall not be construed as a waiver of any rights that the County. may have arising out of the Consultant's performance of this agreement. 1.3 Consultant shall not, except as otherwise provided for in this agreement, subcontract the performance of any work under this agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. i..4 The relation of Consultant to the County at all times shall be as independent contractor. Any and all employees of the Consultant or any other Project Team member engaged by the Consultant in the performance of any work or other Project services required of the Consultant under this agreement, shall be considered employees or agents of the Consultant only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees or other Project Team Members while so engaged shall be the sole obligation and responsibility of the Consultant. 1.5 Consultant agrees that Consultant, the Project Team, members, and Consultant's subcontractors, if any, shall be required to comply with all federal, State and local antidiscrimination laws, regulations and policies that relate to the performance of Consultant's services under this agreement. ARTICLE II - PAYMENTS TO CONSULTANT ~.1 Payment to Consultant. County shall pay Consultant for services provided under this agreement as follows: 2.1.1 A total j amount of Amount") surcharges services, (hereafter otherwise Consultant ~e not to exceed the maximum budgeted $20,000 (hereafter the "Maximum Budgeted ~or all expenses, professional fees, and costs in providing the Project payable at a fixed rate per audit the "Per Audit Fixed Fee") and as may be set forth in Schedule A. The assumes responsibility for any overruns in addition to the Per Audit Fixed Fee as other fees set forth in Schedule A. cost and 2.1.2 Upon completion, delivery and acceptance by the County of Project services, Consultant shall submit statements for each installment provided for in this Article, and acceptance of said services shall not be unreasonably withheld by the County. County shall 5 make prompt payments in response to Consultant's statements. Payments shall be made within 30 days of County's receipt of Consultant's statements. ARTICLE III - TERM AND TIMING OF PERFORMANCE 3.1 This agreement shall be effective upon the last date of its execution. Unless earlier renewed as provided for in this Article, this agreement shall expire when the total fees paid by the County to the Consultant equals the Maximum Budgeted Amount provided for in Article II. This Agreement may be renewed for such period and under such terms and conditions as may be agreed upon in writing by the parties. 3.2 Neither party shall hold the other party responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the other or the other's employees, agents or subcontractors. ARTICLE IV - MISCELLANEOUS PROVISIONS 9.1 Termination. Unless earlier expired as provided for in Article III, this agreement may be terminated by either party, with or without cause, upon thirty (30) days' written notice to the other party. In the event of termination as provided in this Article, the Consultant shall be paid as specified in any valid fee statement that is issued by the Consultant as provided for in Article II for Project services completed, delivered to and accepted by the County up to the effective date of termination. 9.2 Insurance. Consultant shall procure and maintain during the term of this agreement the following insurance: worker's compensation and employer's liability insurance, comprehensive general liability insurance at limits of $1,000,000 per accident/occurrence, and professional liability insurance. Excepting the worker's compensation insurance, employer's liability insurance and any professional liability insurance secured by the Consultant, the County will be named on all certificates of insurance as an additional insured. Consultant shall furnish the County with verification of insurance and endorsements required by this agreement. County reserves the right to require complete certified copies of all required insurance policies at any time. All said insurance shall be obtained from an insurance company authorized to do business in the h State of North Carolina. Consultant shall submit the certificates of insurance as outlined above within 14 days of the execution of this agreement by the County. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the County. 4.3 Indemnification To the extent allowed by law, Consultant agrees hereby to indemnity and hold harmless the County from any and all claims by Consultant, the Project Group, and Consultant's subcontractors, if any, which may arise out of and in the course of the performance of Consultant duties hereunder. Consultant shall fully assist the County in defense of all claims related to the Project services at no additional cost to the County except that the total man hours provided shall not exceed forty (40} hours on any claim related to the Project services including informal appeals, Board of Equalization and Review, and higher level appeals. Defense of all claims shall include personal appearances at meetings with claimant taxpayers or their representatives and the providing of testimony and evidence at all hearings at all appeal levels. The term "claim" or "claims" as used herein shall be defined as the combination of all claims related to each audit that is subject to a Per Audit Fixed Fee. Nothing in this agreement is to be construed as creating any right in any third party nor is any provision of this agreement to be deemed as a waiver of governmental immunity by the County. 4.4 Notices. Any notice required by this agreement shall be in writing and delivered by certified or registered mail return receipt request to the following: County: ORANGE COUNTY, N.C. Attn: Consultant: EVANS & ASSOCIATES CONSULTING GROUP, INC. A t t_ n: ~~~ ~ ~ 1 ~lh~.S D Esc /?Ulf ~~.a-~ l,~ ~e ~Gc ~Bda.~ 4.5 Professional Practices. under this agreement accepted professional Consultant shall render services in accordance with the generally practices for the intended use of the Project and the provisions of the North Carolina Machinery Act, N.C. Gen. Stat. ~ 105-271, et seq., and the rules and regulations of the North Carolina Department of Revenue. 4.6 Confidentiality. Consultant agrees to maintain and abide by confidentiality and privacy requirements as may be required by law. 4.7 Integration. This agreement, including its Schedule A, represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations or agreements, either written or oral. In case of conflict between Schedule A and this agreement, the provisions of this agreement shall control. This agreement may be amended only by written instrument signed by both the County and Consultant. 9.8 Severability. In the event any provision of this agreement shall be held to be invalid and unenforceable, the remaining provisions shall be valid and binding upon the parties. 9.9 Controlling Law. This agreement is to be governed by the laws of the State of North Carolina. 4.10 Captions. The captions in the agreement are for the convenience of the parties and convey no rights or obligations upon either of them. 9.11 Execution and Acceptance. This agreement may be simultaneously executed in several counterparts, each of which shall be deemed an original having identical legal effect. Consultant does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained herein and in the Proposal included in the attached Schedule A. IN WITNESS their duly hereunder. WHEREOF, the parties have executed this agreement by authorized representatives as of the date set forth (For County) ORAN By 8 CAROLINA and of Toners Date : ~ ?//vim ATT ST• Cle k of the Board of County Commissioners (For Consultant) EVANS ASSOCIATES CONSULTING GROUP, INC. By_ ~ ~v"`~ Date: ~1 ©(Er -- This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. -- L% Orange County Finance Officer 9 ::~ched~,l ~e A [insert here the County's RFP and Consultant's Proposal, and substitute the following Fee Schedule for the fee schedule in the foregoing documents] 10 Evans & Associates Consulting Group, Inc. Fee Schedule Business Account Actual Investment SO-$249, 999 5250,000-5499,999 5500,000-$999,999 >51,000,000 Per Audit Fixed Fee $395 $395 5395 $395 If an audit requires non-local travel outside of the state of North Carolina and is beyond a 50- mile radius of the County, such travel may be conducted only after pre-approval by the County. If approved, such non-local travel authorizes the Consultant to receive a 5200/audit surcharge. Consultant shall, upon written request by the County, fully assist the County in defense of all claims related to the Project services at no additional cost to the County except that the total man hours provided shall not exceed forty (40) hours on any claim related to the Project services including informal appeals, Board of Equalization and Review, and higher level appeals. Defense of all claims shall include personal appearances at meetings with claimant taxpayers or their representatives and the providing of testimony and evidence at all hearings at all appeal levels. The County may request in writing that the Consultant provide additional hours of service to the County in defense of claims at the rate of $55.00 per each hour of service in excess of forty (40) hours per claim. The term "claim" or "claims" as used herein shall be defined as the combination of all claims related to each audit that is subject to a Per Audit Fixed Fee. Note: The above fees are not contingent upon the outcome of the audit. 11