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HomeMy WebLinkAbout2024-050-E-Tax Dept-County Tax Services-Audit Services on Business Personal Property Tax listings Gross receipts and occupancy taxRevised 04/23 1 [Departmental Use Only] TITLE CTSI Audit Services FY 2024-2025 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 23rd day of January, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and County Tax Services, Inc. having offices at 3733 National Drive, Suite 125, Raleigh, NC 27612, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Audit services on Business Personal Property Tax listings, Gross Receipts, and Occupancy Tax. ii) By executing this Agreement, the 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. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 Revised 04/23 2 performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns 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. iii) The Provider 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. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider 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 Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it 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. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 Revised 04/23 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Professional auditing services on Business Personal Property Tax listings, Gross Receipts, and Occupancy Tax as further described in attached Exhibit A, "Scope of Services". 4. Duration of Services a. Term. The term of this Agreement shall be from February 1, 2024 to January 31, 2025. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be February 1, 2024. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Twenty-Five Thousand Dollars ($25,000.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. 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. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Nancy Freeman, Tax Administrator) to act as the County's representative with respect to the Project who shall DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 Revised 04/23 4 have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’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 County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, 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 Provider 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 Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. 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 Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider 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 Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 Revised 04/23 5 Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider 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 Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider 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. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider 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. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. 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. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 Revised 04/23 6 c. Non-Discrimination. Provider 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 non-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 the Orange County Non-Discrimination Policy 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 and does not limit the definition of breach to discrimination. d. Dispute Resolution. 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. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. 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. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things 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. h. 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 or 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 or 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. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 Revised 04/23 7 County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. 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. j. Notices. 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 Provider’s Name Attention:Nancy Freeman County Tax Services, Inc. P.O. Box 8181 3733 National Drive, Ste. 125 Hillsborough, NC 27278 Raleigh, NC 27612 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 Revised 04/23 8 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. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Tonia Price, President/Owner Printed Name and Title DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 Revised 04/23 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: County Tax Services, Inc. (CTSI) Vendor Contact Person: Johnny Bailey Phone: (919) 781-4666 Address: 3733 National Drive, Ste. 125 City Raleigh State: NC Zip: 27627 Department: Tax Administration Amount: Twenty-Five Thousand Dollars ($25,000.00) Purpose: Audit Services on Business Personal Property Tax listings, Gross Receipts, and Occupancy Tax Budget Code(s): 10330020-720023 Vendor # 67542 Vendor Status with NCSOS: N/A Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 2/1/2024 End Date 1/31/2025 Notice Date N/A (Notice Purpose N/A) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 1/24/2024 1/29/2024 1/29/2024 1/30/2024 Page 1 of 5 EXHIBIT A SCOPE FO SERVICES SECTION A BUSINESS PERSONAL PROPERTY 1. AUDITING SERVICES CTSI agrees to provide to COUNTY auditing services on Business Personal Property Tax Listings. CTSI will: A. Make copies of the Business Personal Property Tax Listings according to the Tax Administrator’s instructions on accounts selected for audit. B. Prepare an introduction letter on COUNTY letterhead and provide the letter to the Tax Administrator for signature and timely mailing. C. Make an appointment with the selected businesses for a Business Personal Property Tax audit to be performed. D. Inform the Tax Administrator of the audit findings after the audit is completed, and provide adequate work papers to support all audits, whether there is a discovery or no discovery. E. Upon COUNTY approval of the audit, prepare a discovery letter pursuant to G.S. §105-312, a no discovery letter, or other letters as directed by the COUNTY, on COUNTY letterhead, together with a copy of the work papers, for the Tax Administrator’s signature and mailing to the taxpayer. F. Agree to be accompanied by COUNTY personnel on any local audits to assist in training for ongoing audit activities. G. Answer all questions of COUNTY regarding any audit performed by CTSI and to assist the COUNTY in preparing for any appeal as provided in section 2 below. H. Maintain confidentiality of all taxpayer information and other information provided to it by the COUNTY to the extent required of the COUNTY under all applicable state and federal law. 2. AUDIT APPEALS If any audit performed by CTSI enters the appeals process, CTSI will: A. Appear at meetings with taxpayers or their representatives concerning the information identified in the audit. B. Provide testimony and evidence at hearings before the County Tax Assessor, Board of County Commissioners, North Carolina Property Tax Commission or other appeal level hearing concerning the information identified in the audit. 3. RESPONSIBILITY OF COUNTY COUNTY will: A. Make available to CTSI legible Business Personal Property Tax Listings for the purpose of making copies. B. Provide CTSI with COUNTY letterhead and envelopes. C. Sign and mail approved letters to the taxpayers in a timely manner. D. Provide postage for mailing audit correspondence from COUNTY to the taxpayer. E. Inform CTSI if any of the ongoing audits enter the appeals process or if any taxpayer sends COUNTY any additional information that may be vital to the audit. F. Provide the North Carolina Department of Revenue with the proper statement of confidentiality as required under the provisions of NCGS 105-296 for the personnel of CTSI. G. Provide to CTSI a notarized authorization letter giving authority to conduct audits on behalf of COUNTY. H. Compensate CTSI for AUDITING SERVICES and CONSULTING SERVICES performed under this Agreement as stated in Section A, Item 4; COMPENSATION. DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 Page 2 of 5 4. COMPENSATION FOR BUSINESS PERSONAL PROPERTY AUDITS A. For AUDITING SERVICES provided by CTSI under this Agreement, COUNTY agrees to compensate CTSI as follows: *Fees invoiced by CTSI will be based on utilizing the most current Business Personal Property Tax Listing filed by the taxpayer to determine the final Total Tax Value assessed. If a taxpayer has never filed a Business Personal Property Tax Listing, then the fee is based on size S-T below. Size *Total Tax Value per Current Listing Fee per Acct# S-T Never Listed Businesses 700.00 S-0 1 – 49,999 600.00 S-1 50,000 - 399,999 600.00 S-2 400,000 - 999,999 1,000.00 S-3 1,000,000 - 4,999,999 2,000.00 S-4 5,000,000 - 14,999,999 5,000.00 S-5 15,000,000 - 29,999,999 6,000.00 S-6 30,000,000 - 49,999,999 6,000.00 S-7 50,000,000 up 6,000.00 Invoicing Procedures If COUNTY has appropriated funds for audit services, as outlined in Section 1, CTSI will invoice the COUNTY monthly for services rendered based on issuance of the first letter of audit findings to the taxpayer, during the preceding thirty (30) days. If COUNTY has NOT appropriated funds for the audit program the COUNTY will provide CTSI with copies of audited taxpayer’s post-audit paid bills so that CTSI can generate invoices to COUNTY for services. If it is determined that the amount COUNTY has collected as a result of CTSI audits totals more than the total fees due up to that date, then CTSI will invoice all audits completed up to that date. CTSI shall invoice COUNTY; Payment to CTSI for services provided under this Agreement will be due 30 days from the date of funds collected. Account assignments will be made until sufficient funds are collected by COUNTY as a result of CTSI audits to pay CTSI all fees for services rendered, or until COUNTY elects to discontinue making assignments for any reason thereafter and appropriates sufficient funds to pay CTSI for all outstanding fees for services rendered up to the effective date of termination. B. FOR CONSULTING SERVICES COUNTY agrees to compensate CTSI as follows: For consulting services provided by CTSI under this Agreement, COUNTY will pay to CTSI One Hundred Dollars and No Cents ($100.00) per hour. Consulting fees will be invoiced at the end of each month. All consulting fees must be pre-authorized by the Tax Administrator or his/her authorized agent prior to services being rendered. SECTION B OCCUPANCY TAX 1. AUDITING SERVICES CTSI agrees to provide to COUNTY auditing services on Occupancy Tax listings. CTSI will: A. Make copies of the assigned tax listings from the COUNTY for Occupancy Tax audits according to the Tax Administrator’s instructions on accounts selected for audit. B. Prepare an introduction letter on COUNTY letterhead and provide the letter to the Tax Administrator for signature and timely mailing. C. Make an appointment with the selected businesses for a Gross Receipt tax audit to be performed. D. Will review the revenues related to Occupancy Tax on these taxpayers’ financial statements and N. C. Sales Tax Returns and compare them with the monthly listing forms filed with the COUNTY to verify accuracy. DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 Page 3 of 5 E. Provide a report of facts & findings along with worksheets to COUNTY and prepare a Proposed Notice of Assessment Letter to the taxpayer for our auditor’s signature. F. Agree to be accompanied by COUNTY personnel on any local audits to assist in training for ongoing audit activities. 2. AUDIT APPEALS If any audit performed by CTSI enters the appeals process, CTSI will: A. Appear at meetings with taxpayers or their representatives concerning the information identified in the audit. B. Provide testimony and evidence at hearings before the County Tax Assessor, Board of County Commissioners, North Carolina Property Tax Commission, or other appeal level hearing concerning the information identified in the audit. 3. RESPONSIBILITY OF COUNTY COUNTY will: A. Make available to CTSI legible monthly Occupancy Tax listing forms on each applicable taxpayer to be reviewed. B. Provide reports to CTSI that confirms the amount of tax already listed and assessed by COUNTY on each listing under review. C. Upon receipt of a fact & findings letter from CTSI, COUNTY will send to the taxpayers under review a notice of discovery or no-discovery, in a timely manner. D. Provide postage for mailing audit correspondence from COUNTY to the taxpayer. E. Provide the North Carolina Department of Revenue with the proper statement of confidentiality as required under the provisions of NCGS 105-296 for the personnel of CTSI. F. Provide to CTSI a notarized authorization letter giving authority to conduct Occupancy tax audits on behalf of COUNTY. G. Compensate CTSI for AUDITING SERVICES performed under this Agreement as stated in Section B, Item 4; COMPENSATION FOR OCCUPANCY TAX AUDITS. 4. COMPENSATION FOR OCCUPANCY TAX AUDITS For Services provided by CTSI under this agreement, COUNTY agrees to compensate CTSI as follows: A. For AUDITING SERVICES provided by CTSI under this Agreement, COUNTY agrees to compensate CTSI as follows: 1. Fee Determination a) For auditing services provided by CTSI, County will pay to CTSI a fee in accordance with the following schedule.  Occupancy Tax audit fee will be $400.00 for each account. b) Audit services will include the performance of the audit and all levels of the appeal process until the audit is resolved. 2. Invoicing Procedures a) CTSI will invoice the COUNTY monthly for services rendered based on issuance of the first letter of audit findings to the taxpayer, during the preceding thirty (30) days. b) Fees paid under this agreement will be billed according to the number of audits completed. DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 Page 4 of 5 III. CONSULTING SERVICES A. For consulting services provided by CTSI under this Agreement, COUNTY will pay to CTSI One Hundred Dollars and No Cents ($100.00) per hour. Consulting fees will be invoiced at the end of each month. All consulting fees must be pre-authorized by the Tax Administrator or his/her authorized agent prior to services being rendered. B. Consulting services include any services requested by COUNTY that are not, as AGREED BETWEEN COUNTY AND CTSI, part of the original scope of this agreement. This can include services on audits which have been finalized, but where additional information that was not covered in the original audit is requested by COUNTY. C. CTSI will maintain an hourly time sheet on any consulting services performed for COUNTY to be billed to COUNTY on a monthly basis if this service is required. IV. PROPRIETARY RIGHTS COUNTY agrees that the proprietary rights to the computer database and spreadsheet systems that CTSI has developed for auditing Business Personal Property Tax Listings will remain the property of CTSI. V. GENERAL A. This Agreement will be governed by the laws of the State of North Carolina. B. This Agreement is not assignable, by either party, by operation of law or otherwise. C. Should any provision, portion or application thereof of this Agreement be determined by a court of competent jurisdiction to be illegal, unenforceable or in conflict with any applicable law or constitutional provision, the Parties shall negotiate an equitable adjustment in the affected provisions of this Agreement with a view toward effecting the purpose of this Agreement, and the validity and enforceability of the remaining provisions, portions or applications thereof, shall not be impaired. D. The subject headings of the paragraphs are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. This Agreement shall be deemed to have been drafted by both parties, and no purposes of interpretation shall be made to the contrary. E. This Agreement including any attachments, will constitute the entire understanding between COUNTY and CTSI and will supersede all prior understandings and agreements relating to the subject matter hereof. Any modification, revision or amendment to this Agreement must be in writing and executed by both parties. This Agreement may not be orally modified. F. COUNTY acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. VI. NOTICES Notices to be given or submitted by either party to the other, pursuant to this Agreement, will be sufficiently given or made in writing and sent by certified mail, postage prepaid to: CTSI: County Tax Services, Inc. COUNTY: Orange County 3733 National Drive, Ste 125 Attention: Tax Administration Raleigh, NC 27612 P.O. Box 8181 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 Page 5 of 5 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 TAX SERVICES, INC. COUNTY OF: Orange BY: __________________________________ BY: _______________________________________ PRINT NAME: _________________________ PRINT NAME: _____________________________ TITLE: ________________________________ TITLE: ____________________________________ DATE: ________________________________ DATE: ____________________________________ DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 Tonia Price 1/23/2024 President 1/30/2024 Bonnie Hammersley County Manager SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1/18/2024 Jones Insurance Agency,Inc. 820 Benson Road Garner NC 27529 Julie Pellegrino 919-772-0233 919-779-4025 info@jones-insurance.com Sentinel Insurance Company LTD 11000 COUNTAX-01 County Tax Services,Inc. 3733 National Drive Suite 125 Raleigh NC 27612 571145074 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 Y Y 22SBAAF1204 7/2/2023 7/2/2024 2,000,000 A X 1,000,000Y22SBAAF12047/2/2023Y 7/2/2024 X 10,000 A Data Breach Defense &Liab Covg Employment Practices Liability 22SBAAF1204 7/2/2023 7/2/2024 Ea.Occurrence Ea.Claims Limit 50,000 10,000 •The General Liability policy includes an additional insured endorsement that provides additional insured status for ongoing operations and products and completed operations and a waiver of subrogation endorsement that provides waiver of subrogation status to the certificate holder and other entities when there is a written “insured contract”between named insured and certificate holder that requires such status. Orange County PO Box 8181 Hillsborough NC 27278-8181 DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Continental Casualty Company 1/22/2024 McGriff Insurance Services 7701 Airport Center Dr Suite 1800 Greensboro, NC 27409 888 743-2217 8888279861 County Tax Services Inc PO Box 37642 Raleigh, NC 27627 20443 A Professional Liability 425582794 07/03/2022 07/03/2024 See Description Miscellaneous Coverage - Professional Liability - Pol.# 425582794 Miscellaneous Professional Liability Limit1 : 1,000,000 Ded.#1: $5,000.00 Limit2: 1,000,000 Limit1 Desc Code: Occurrence Limit2 Desc Code: Aggregate (See Attached Descriptions) Orange County PO Box 8181 Hillsborough, NC 27278-8181 1 of 2 #S33642110/M30466740 04COUNTTAXClient#: 1601459 LRN 1 of 2 #S33642110/M30466740 DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) Retroactive Date: 09/13/05 Additional Limit of Liability for Non-Indemnifiable Loss not exceed $1,000,000 See Policy for All Coverages, Extensions, Exclusions, and Endorsements ** Supplemental Name ** First Supplemental Name applies to all policies - Name Printed on DEC Page: County Tax Services, Inc. 2 of 2 #S33642110/M30466740 DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 January 18, 2024 Orange County PO Box 8181 HILLSBOROUGH NC 27278 Account Information: Policy Holder Details :COUNTY TAX SERVICES INC Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder.Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 01/18/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ECOMP PAY AS YOU GO INS SOLUTIONS 76250995 360 LINDBERGH AVE LIVERMORE CA 94551 CONTACT NAME: PHONE (A/C, No, Ext): (888) 493-2667 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Hartford Insurance Company of the Midwest 37478 INSURED COUNTY TAX SERVICES INC 3733 NATIONAL DR STE 125 RALEIGH NC 27612 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A X 76 WBG AT9DNN 07/13/2023 07/13/2024 X PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Waiver of Subrogation applies in favor of the Certificate Holder per Waiver of our Right to Recover from Others Endorsement WC000313 attached to this policy. CERTIFICATE HOLDER CANCELLATION Orange County PO Box 8181 HILLSBOROUGH NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54