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HomeMy WebLinkAbout2017-126-E Finance - Rebecca A. Faris, CPA PLLC to provide professional non-auditing services to DSS DocuSign Envelope ID:E6F43379-1222-4E8A-B321-4136D55A5120 [Departmental Use Only] TITLE Non-Audit Services FY 2016-17 NORTH CAROLINA CONSULTING SERVICES AGREEMENT UNDER $90,000 ORANGE COUNTY This Agreement, made and entered into this 15th day of April, 2017, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Rebecca A. Faris, CPA, PLLC, (hereinafter, the "Consultant"). WITNESSETH: That the County and Consultant, for the consideration herein named, do hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 Scope of Work 1.1.1 This Services Agreement ("Agreement") is for professional consulting services to be rendered by Consultant to County with respect to (insert type of project)Reconciliation and Review of the Department of Social Services Grant Reporting. 1.1.2 By executing this Agreement, the Consultant represents and agrees that Consultant 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. 1.1.3 Time is of the essence with respect to this Agreement. 1.1.4 The services to be performed under this Agreement consist of Basic Services, as described and designated in Article 3 hereof. Compensation to the Consultant for Basic Services under this Agreement shall be as set forth herein. ARTICLE 2 RESPONSIBILITIES OF THE CONSULTANT 2.1 Services to be Provided. The Consultant shall provide the County with all services required in Article 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. 2.2. Standard of Care 2.2.1 The Consultant shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Consultant practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Consultant is solely responsible for the professional quality, accuracy and timely completion and submission Revised 2/17 1 DocuSign Envelope ID:E6F43379-1222-4E8A-B321-4136D55A5120 of all reports, drawings, specifications, plans, documents and services (hereinafter "Deliverables") related to the Basic Services. 2.2.2 The Consultant shall be responsible for all errors or omissions, in the deliverables prepared by the Consultant. 2.2.3 The Consultant shall correct at no additional cost to the County any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in any Deliverables prepared by the Consultant. 2.2.4 The Consultant shall assure that all Deliverables prepared by it hereunder are in accordance with applicable laws, statutes, and that any necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the Project. 2.2.5 The 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. 2.2.6 Any and all employees of the Consultant engaged by the Consultant in the performance of any work or 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 while so engaged shall be the sole obligation and responsibility of the Consultant. 2.2.7 If activities related to the performance of this agreement require specific licenses, certifications, or related credentials Consultant represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. ARTICLE 3 BASIC SERVICES 3.1 Basic Services 3.1.1 The Consultant shall perform as Basic Services the work and services described herein and as described in Exhibit A, which is attached and hereby incorporated by reference . ARTICLE 4 DURATION OF SERVICES 4.1 Scheduling of Services 4.1.1 The Consultant shall schedule and perform its activities in a timely manner. 4.1.2 Should the County determine that the Consultant is behind the agreed upon schedule, it may require the Consultant to expedite and accelerate his efforts, including providing Revised 2/17 2 DocuSign Envelope ID:E6F43379-1222-4E8A-B321-4136D55A5120 additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. 4.1.3 The Commencement Date for the Consultant's Basic Services shall be April 15, 2017. ARTICLE 5 COMPENSATION 5.1 Compensation for Basic Services 5.1.1 Compensation for Basic Services shall include all compensation due the Consultant from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services is Fifteen Thousand Dollars ($15,000), Compensation for Basic Services will be based on a schedule of hourly rates provided in the Attachment A, Statement of Work. . Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. 5.2 Reimbursable Expenses 5.2.1 Reimbursable expenses are in addition to the fees for Basic Services and are for the following expenditures to the extent reasonable and actually incurred by the Consultant with respect to the Project: 5.2.2 Actual expenditures for meals, lodging, mileage, postage and long distance telephone charges directly attributable to this Project. 5.2.3 The actual cost of reproduction of reports excluding documents for exclusive use by the Consultant. 5.2.4 The Consultant shall not be entitled to any mark-up on actual expenses which are incurred. Reimbursable expenses shall be compensated by the County along with invoices for Basic Services provided by Consultant. Payment of Reimbursable Expenses shall be subject to Consultant's timely submission of valid receipts for any such expenses and approval by the County. Any additional charges not specified herein, must be mutually agreed to in advance by County and Consultant and documented in writing with a letter signed by authorized representatives for County and Consultant and, subject to budgeted funds. ARTICLE 6 RESPONSIBILITIES OF THE COUNTY 6.1 Cooperation and Coordination 6.1.1 The County has designated Gary Donaldson to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. Revised 2/17 3 DocuSign Envelope ID:E6F43379-1222-4E8A-B321-4136D55A5120 6.1.2 The County shall be solely responsible for determining whether Consultant as satisfactorily completed Tasks. It is agreed that County shall not unreasonably withhold its determination of satisfactory completion of any Task. In the event the amount of an invoice is disputed County may withhold payment until the dispute is resolved by the parties. County may also withhold payment on an invoice until the satisfactory completion of a Task by Consultant. ARTICLE 7 INSURANCE AND INDEMNITY 7.1 General Requirements 7.1.1 Consultant shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, Professional Liability Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here (if no additional insurance required mark N/A as being not applicable). Consultant shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 7.2 Indemnity 7.2.1 The Consultant agrees to indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Consultant except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Consultant to indemnify the County to the fullest extent permitted under North Carolina law. ARTICLE 8 AMENDMENTS TO THE AGREEMENT 8.1 Changes in Basic Services 8.1.1 Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Consultant. The Consultant shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. ARTICLE 9 TERMINATION 9.1 Termination for Convenience of the County 9.1.1 This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Consultant. Revised 2/17 4 DocuSign Envelope ID:E6F43379-1222-4E8A-B321-4136D55A5120 9.2 Other Termination 9.2.1 The Consultant may terminate this Agreement based upon the County's material breach of this Agreement; provided the County has not taken all reasonable actions to remedy the breach. The Consultant shall give the County seven (7) days'prior written notice of its intent to terminate this Agreement for cause. 9.3 Compensation After Termination 9.3.1 In the event of termination, the Consultant shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Consultant. 9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County within seven (7) days, at no additional cost, all Deliverables including any electronic data or files relating to the Project. 9.4 Waiver 9.4.1 The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Consultant with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 9.5 Suspension 9.5.1 County may suspend the work at any time for County's convenience and without penalty to County upon three (3) days' notice to Consultant. Upon any suspension by County, Consultant shall discontinue the work and shall not resume the work until notified to proceed by County. ARTICLE 10 ADDITIONAL PROVISIONS 10.1 Relationship of Parties 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor any employee of the Consultant shall be deemed an officer, employee or agent of the County. Consultant's personnel shall not be employees of, or have any contractual relationship with, the County. 10.2 Limitation and Assignment 10.2.1 The County and the Consultant each bind themselves, their successors, assigns, and legal representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or transfer its interest in this Agreement without the written consent of the other. 10.3 Governing Law Revised 2/17 5 DocuSign Envelope ID:E6F43379-1222-4E8A-B321-4136D55A5120 10.3.1 This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Consultant shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit the definition of breach to discrimination. By executing this Agreement Consultant affirms that Consultant and any subcontractors of Consultant are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Consultant's breach of this Agreement. By executing this Agreement Consultant affirms Consultant is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Consultant certifies that Consultant has not been identified, and has not utilized the services of any agent or subcontractor, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147- 86.58. 10.4 Dispute Resolution 10.4.1 Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. Under no circumstances shall any dispute be addressed through binding arbitration. 10.5 Extent of Agreement 10.5.1 This Agreement, together with the Request for Proposals together with attachments distributed by the County and the Consultant's submitted Proposal, all of which constitute the Contract Documents, represents the entire and integrated agreement between the County and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. In the event of a conflict among the terms of the Contract Documents, the priority of documents shall be This Agreement, the County's Request for Proposals, attachments to the County's Request for Proposals, the Consultant's Proposal. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 10.6 Severability 10.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. 10.7 Ownership of Deliverables Revised 2/17 6 DocuSign Envelope ID:E6F43379-1222-4E8A-B321-4136D55A5120 10.7.1 All Deliverables, together with all supporting materials, source documentation, data collected, field notes, and working drafts, developed in the performance of this Agreement shall become the property of the County and may be used on any other project without additional compensation to the Consultant. The use of the Deliverables by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. 10.8 Non-Appropriation 10.8.1 Consultant 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 Consultant of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement,but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Consultant of such limitation or change in County's legal authority. 10.9 Notices and Signatures 10.9.1 This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 10.9.2 Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Consultant's Name &Address Attention: Rebecca A Faris, CPA, PLLC P.O. Box 8181 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Revised 2/17 7 DocuSign Envelope ID:E6F43379-1222-4E8A-B321-4136D55A5120 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. COUNTY: Orange County CONSULTANT: Rebecca A Faris, CPA, PLLC DocuSigned by: DocuSigned by: ritlAA/Lit, kuitoltrstui ridiuta, a. Faris 0637994R755F477 DE03B854838F408... County Manager 4/5/2017 Rebecca A. Faris Owner, Member Printed Name and Title 4/4/2017 Revised 2/17 8 DocuSign Envelope ID:E6F43379-1222-4E8A-B321-4136D55A5120 Attachment A STATEMENT OF WORK Rebecca A. Faris, CPA, PLLC (FARIS) shall provide non-audit services to Orange County, North Carolina(the COUNTY) which will assist in formulating and implementing a monthly reconciliation and review of the Department of Social Services grant reporting on the Department of Social Services (DSS) 1571 which is required for grant compliance and reimbursement of operating costs for federal and state funds. FARIS RESPONSIBILITIES • FARIS and the County will determine the key deliverables at an initial kick-off meeting. • FARIS will develop a business process which simplifies and enhances the grant reporting on the DDS-1571. • FARIS will gain an understanding of the existing process, procedures and source documents utilized by management and staff. • FARIS will review applicable subsidiary records and supporting documentation to ensure completeness prior to audit fieldwork. • FARIS will review applicable State Manuals and Policies and Procedures pertaining to the Department of Social Services 1571 Reporting. • FARIS will provide enhancements to allow for an audit trail between the amounts reported in the monthly DSS-1571 report and the underlying books and records of the County. • FARIS will work with management to develop a template that can be used for reconciliation of the DSS-1571 report to the general ledger detail. • FARIS to the extent desired by management will assist in applying the new reconciliation process retroactively to prior months during fiscal year 2017 for use by the independent auditors. • FARIS will work with management to ensure new documented standard operating procedures. • FARIS to the extent desired by management may assist in related special projects not enumerated above. • FARIS will provide regular written status updates every two weeks to the County on the key deliverables. • FARIS hours under this agreement will not exceed 100 hours excluding travel time. MANAGEMENT RESPONSIBILITIES The project will be run and supervised by the Chief Financial Officer and the Director of Department of Social Services and/or their delegates. The County agrees to take responsibility for all services provided by FARIS and to indemnify and hold FARIS harmless from any and all losses, damages, costs, or expenses, including attorneys' fees by reason of failure to provide complete and accurate information, resources or guidance with respect to services rendered. The County agrees to indemnify and hold FARIS harmless from any and all losses, damages, costs, or expenses including attorneys' fees resulting from unintended consequences of implementing recommendations. FARIS will have access to most knowledgeable County staff to review or resolve questions during the course of this agreement. 1 DocuSign Envelope ID:E6F43379-1222-4E8A-B321-4136D55A5120 Attachment A FEES AND COMPENSATION Services performed under the contract will be billed at an hourly rate of$140. Travel time incurred will be billed at$25 per hour. All out-of-pocket expenses will be billed at actual cost. Mileage will be billed at the federally determined reimbursement rate. FARIS will bill the County every two weeks for services and costs. FARIS AGREES TO MAINTAIN IN STRICT CONFIDENCE ALL INFORMATION RECEIVED FROM THE COUNTY. 2 DocuSign Envelope ID: E6F43379-1222-4E8A-B321-4136D55A5120 ll 1> AICPA PROFESAAL LIABILITY INSURANCE PROGRAM c 159 East Cfni,:ly Liu. kit Hatbi,o, PA 19040-1218 TheE Mow (800) 2213023 E, (800) 853-5227 I, cp0i com Rebecca A. Faris, CPA, PLLC Ms. Rebecca Faris August 26, 2016 3007 Moretz Ct Client No 0494244000 Apex, NC 275024490 Policy No APL-275466087 Policy Period: 10/02116 To 10/02/17 Dear Ms. Faris: Thank you for your firm's participation in the CPA Value Plan, underwritten by a CNA member company. Your policy is endosed and is effective as of the date listed above Please remember to notify us if you plan to merge, acquire or otherwise materially affect the present composition of your firm (including areas of practice and professional staff) during the policy period. You may be required to submit a new application in advance of the change for underwriting analysis and coverage amendments, As compensation for providing insurance services on your behalf under the AICPA Professional Liability Insurance Program, Aon Insurance Services, a division of Affinity Insurance Services, Inc., received a total of $55,83 in commission for the most recently completed policy year Services provided include program marketing, underwriting, policy management, billing, risk management and other client services, Should you have any questions about your coverage, please don't hesitate to call us toll free at 1-800-221-3023, We look forward to serving your professional liability insurance needs now and in the future, Sincerely, Nancy Harper Aon Insurance Services AICPA Program Administrator CPOLRN Aon insurance Servic i is a division of Affinity Insurance Services„Inc„in CA,MN&OK,(CA License tf0795465)Ann Insurance Services ts a&awn,of AIS Affinity Insurance Agency,Inc,and in NY,MS Affinity Insurance Agency One or more of the CNA companies provi -the products and/or services described The information is ntended to present a iii emir:Nem( for illustrative purposes only It is not intended to constitute a binding contract Please i member that oniy the r- , ant insurance policy can provide the actual terms,coverages,amounts,conditions and exclusions for an insured All products and servrci my not be available in alt slates and may be subject to change without notice CNA is a service mark ,.',.ered with the Unit • Stat.,. Patent and-Trademark Office Copyright ci 2008 CNA All rights ieserited A DocuSign Envelope ID: E6F43379-1222-4E8A-B321-4136D55A5120 DECLARATIONS ACCOUNTANTS PROFESSIONAL LIABILITY POLICY IN;URANCE IS PROVIDED BY PRODUCER 115Ej'ANCI-1 PREFIX POLICY NUMBER CONTINENTAL CASUALTY COMPANY 0/3 970 275406087 CNA PLAZA, CHICAGO, IL 0685 A STOCK INSURANCE COMPANY REFERRED TO IN THIS POLICY AS WE, US, OR OUR m14....10,,,Oliiiifililinrni.MmmolmmullnumimirnilmoilvIAlill..01,14.4.010MMIOIONQI N rn d Insured I nd M iling Addri • * • NOTICE ' — Ct THIS IS A CLAIMSMADE AND REPORTED POLICY AND 007 Mor;Ii Flt I „ ri,„„„, CPA, PLLC COVERS ONLY CLAIMS FIRST MADE AGAINST AN INSURED 3 „.,x, NC 27602-4490 AND REPORTED IN WRITING TO THE COMPANY DURING THE POLICY PERIOD, PLEASE READ THIS POLICY CAREFULLY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT, 2 P01ICY PERIOD, FROM I 0/02/I 0 TO 10/02/17 at 120 AM Standard lima at your tx1c1T shawn tame nunnumon,n 0,1,111111111110W 3 PRIOR ",Cl o DATE: 10/02/13 at 12:01 A.M. 4 DEDUCT!d'LE, P.r CI im 0;ductlble or Aggregate Deductible $55, 000 r „ olownmennumnommummunnnemmlnommumm nononn* LIMI1T; OF LI BILITY„ (INCLUDES CLAIM EXPENSES UNLESS AMENDED BY ENDORSEMENT) ,r/Q.Q, PER CLAIM AGGREGATE MOIMMMIMIIIIIIMMIME.MMIMMMIMMM*MM*M.aMINMMM FOR NON-RE,NEWAL 45_days notice will s oven you in accordance with policy conditions, 7, PRINTED ENDORSEMENTS ATTACHED Al POLICY ISSUANCE INCLUDE 10-1271 dd-1-A(1/16) Policy G-127137-A(7/12) ;c11„r'tion4, P pge -1271517-A(6/07) Nuclear En 4rgy & Pollution Excl -1271 --A32(6/07) Amend Termination Provisions- NC G.1271 u:"5-B32(7/1Z) Amend Endo r- merit - NC G-1271-'u U A(3/03) Sol; Own/0114 bit Ext Cims Rptg Per G-1415; ,A(6/03) Policyhold1r Notice 0-127152-AC(5/00 CI m Expens".„,,„ Outside Limits 0-127117 ,7/12) Page 1 DocuSign Envelope ID:E6F43379-1222-4E8A-B321-4136D55A5120 • • ,,' NIINm0.M& m'( 9,l;" di� a". =iiVwNwi, 44 1 V' II C 0.12713 „, 'k _