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HomeMy WebLinkAbout2011-350 Finance - Roger S. Segal, CPA, PA for consultant services ' U [Departmental Use Only] ' TITLE Sales Tax Refund FY 2011 ORANGE COUNTY SERVICES CONTRACT NORTH CAROLINA This Services Agreement (hereinafter "Agreement"), made and entered into this day of , 20 , ("Effective Date") by and between Orange County, Town of Chapel Hill, Town of Carrboro and the Town of Hillsborough (collectively the "Client"), and Robert S. Segal, CPA, PA, (hereinafter, the "Provider"). WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement,time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: As provided in Provider's Letter of Agreement attached hereto and incorporated herein as Attachment A. The term of this agreement rendered shall be from Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities,mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall be as provided in Attachment A and not to exceed Ninety Thousand Dollars ($90,000). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same,nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent Provider, and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers'compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: The Provider shall obtain, at its sole expense, all insurance needed to adequately insure itself during the performance of these services as required by the County's Risk Management Policy. Revised July 2010 1 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. 7. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. 8. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County,North Carolina. 9. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. SIGNATURES ON FOLLOWING PAGE Revised July 2010 2 IN WITNESS WI HEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal,all as of the day and year first above written. ROBERT S. EGAL,CPA PA By: obert S.KSegal,Pre ' ent etie,uge ORANG O Y 17 By' Fr lifton,C ty anager ' o�f� Attest: 0 L DomA Baker, Cfe_rk, t45tfie goa4 This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. - (44-u-—fit*.— Clarence R. Grier,Finance Officer Approved as form. lre U,Coun Attorneys ©VA(c ' TOWN OF CHAPEL HILL By' Roge [SEAL] r Stancil,Town Manager Attest: Town Clerk This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Finance Officer Approved as to form. Town Attorney Revised July 2010 3 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ROBERT S. SEGAL,CPA PA By: Robert S. Segal,Pre ' t ORANG O TY By: 17 Fr Clifton, C unty Manager Attest: Drab c a co ,% Donna Baker, lerk to the Board This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Clarence R. Grier,Finance Officer Approved as to form. John Roberts,County Attorney TO jRo OF C HH.L ,tO�N Op By: ` [ L a ci,To ages Attest: � . �ti PEL Town Clerk This ing ent as be pre-audited in the manner required by the Local Government Budget and Fiscal Con of t. Fingfice Officer Approved as to form. c ToA Attorney Revised July 2010 3 TOWN OF CARRBORO By' [SEAL) Matt Efrd,Town Manager Attest: Town Clerk This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Finance Officer Approved as to form. Town Attorney TOWN OF MEL SBOROUG =�4 Tom OG _ _ of By: = Er1c Pete'r'son,-Town Manager j7 8 ri Attest: ,,,,�y CAR0V ��. own Clerk re I I I I i I, This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Con��ct. Y Finance Officer Approved o form. Town orney Revised July 2010 4 ROBERTS. SEGAL, CPA PA EXPENSE REDUCTION 8. REVENUE ENHANCEMENT 1912EASTCHESTER DRIVE SUITE 206 HIGH POINT,NC 27265 336.886-2100 FAX 336-886-2101 www.segalcpa.com LETTER OF AGREEMENT Robert S. Segal, CPA, PA ("SEGAL") and Orange County, Town of Chapel Hill, Town of Hillsborough and Town of Carrboro (together referred to as "CLIENT") hereby enter into this Letter of Agreement whereby SEGAL shall serve as a consultant to CLIENT to examine and revenue of CLIENT for the purpose of obtaining an tax refunds available analyze the following, p P 9 Y in all prior years still open under the statute of limitations. North Carolina Sales/Use Tax Reallocation For periods ending on or before June 30, 2011 The Client agrees that the above listed revenue is not currently under tax refund evaluation by CLIENT and all refunds received will be eligible for full payment of fees to SEGAL at the contract rate stipulated below. SEGAL will furnish CLIENT with a written report as to sales/use tax refunds discovered. SEGAL will then prepare the respective refund claims to achieve the refunds. CLIENT agrees to pay SEGAL a fee in accordance with the following FEE SCHEDULE due to Segal's amending of refund returns upon the CLIENT'S receipt of documentation from the North Carolina Department of Revenue evidencing the additional sales/use tax revenue being transferred to the CLIENT. FEE SCHEDULE A sliding scale based on the sales and use tax adjustment based on point of delivery as follows: Any adjustments obtained from UNC Hospital will be billed at 15%. all other adjustments obtained will be billed based on the schedule below: 00.0% if no additional adjustments are obtained, 20.0%for the first$200,000 of additional adjustments obtained, 25.0%for the next$200,000 of additional adjustments obtained, 30.0%for all additional adjustments obtained. However, for all of the refunds filed for 2007-2008, the fees would have a cap or maximum of $90,000. The same $90,000 maximum would apply for each year: 2008-2009, 2009-2010 and 2010-2011. CLIENT agrees that SEGAL shall invoice each entity (Orange County, Town of Chapel Hill, Town of Hillsborough and Town of Carrboro) for its pro-rata share of the fee based upon its percentage of that quarter's sales and use tax distribution from the state of North Carolina. This agreement may be terminated by any party upon 60 days written notice to all of the other parties. SEGAL AGREES TO MAINTAIN IN STRICT CONFIDENCE ALL INFORMATION RECEIVED FROM CLIENT CONCERNING ITS EXPENSES AND METHODS OF DOING BUSINESS. FURTHERMORE, SEGAL ACTS AS A CONSULTANT ONLY AND DOES NOT RECEIVE ANY COMMISSIONS OR REMUNERATION OF ANY KIND FROM ANY VENDORS OR SERVICE PROVIDERS. ROBERT S. SEGAL, CPA PA has contracted with DIXON HUGHES GOODMAN to assist with this project. The persons signing below are authorized to do so on behalf of their respective organizations. This Letter of Agreement shall be binding upon the parties hereto, their heirs, successors and assigns. This Letter of Agreement is entered into effective as of the day of ORANGE COUNTY [SEAL] Name, Title ATTEST: Clerk to the Board This instrument has been pre-audited In the manner required by the Local Government Budget and Fiscal Control Act. Approved as to form: County Finance Officer County Attorney TOWN OF CHAPEL HILL [SEAL] Name, Title ATTEST: Clerk to the Board This instrument has been pre-audited In the manner required by the Local Government Budget and Fiscal Control Act. Approved as to form: Town Finance Officer Town Attorney TOWN OF HILLSBOROUGH [SEAL] Name, Title ATTEST: Clerk to the Soard This instrument has been pre-audited In the manner required by the Local Government Budget and Fiscal Control Act. Approved as to form: Town Finance Officer Town Attorney TOWN OF CARRBORO [SEAL] Name, Title ATTEST: Clerk to the Board This instrument has been pre-audited In the manner required by the Local Government Budget and Fiscal Control Act. Approved as to form: Town Finance Officer Town Attorney ROB EAT S. SEGAL, CPA PA [SEAL] zai661=11'�f R e obert S. Segal, P dent �'1'1'�ST: Gs:-Poration 568retary Town Finance Officer Town Attorney TOWN OF HILLSBOROUGH [SEA-] Name, Title ATTEST: Clerk to the Board This instrument has been pre-audited In the manner required by the Local Government Budget and Fiscal Control Act. Approved as to form: Town Finance Officer Town Attorney 49, ��''''%, TOWN OF CARRBORO [SEAL] �a O � e 911 c dame, Title ATTEST: ° Ap a Jerk fttooard This instrument has been pre-audited In the manner required by the Local Government Budget and Fiscal Cont r / /"_ ApproveA as to form: Town Finance Officer Town Attorney ROB 99T S. SEGAL, CPA PA [SEAL] ATTEST: e Robert S. Segal, P dent Sx GG:.7:\oration Sbilretary