HomeMy WebLinkAbout20130784.tiffRESOLUTION
RE: APPROVE AGREEMENT FOR PROFESSIONAL SERVICES AND AUTHORIZE CHAIR
TO SIGN - GRAY AND ASSOCIATES, CPAs
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Agreement for Professional Services
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Accounting, and Gray and
Associates, CPAs, commencing July 1, 2013, and ending upon production of the initial CAFR with
the Case Ware Software, with further terms and conditions being as stated in said agreement,
and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Agreement between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Department of
Accounting, and Gray and Associates, CPAs, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 25th day of March, A.D., 2013.
ATTEST:
Weld County Clerk to the Board
Date of signature:APR 0 5 2013
BOARD OF
WELDC
OUNTY COMMISSIONERS
Y, COLORADO
William F. Garcia Chair_
lk Dougla*�
Rademacer, Pro-Tem
bara Kirkmeye
W, 4,
2013-0784
AC0021
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made this C4 day of 01 j , 2013, by and between Gray and
Associates, CPAs, whose address is 4572 Telephone Road, Suite 912, Ventura, CA 93003,
hereinafter referred to as "Contractor," and the County of Weld, a body corporate and politic of
the State of Colorado, by and through its Board of County Commissioners, whose address is
1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County."
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
'WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Enaagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from July 1, 2013, and shall continue in
full force and effect, unless terminated earlier pursuant to this Agreement, through the
production of the initial CAFR with the Case Ware Software.
3. Product to be Provided; Services to be Performed. Contractor agrees to perform
the Services listed or referred to in Exhibit A ("Caseware GASB Financials Implementation"),
attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for the services performed as set forth on
Exhibit A, option 1. Charges shall be based on the time actually spent performing the
services.
b. Payment to Contractor will be made only upon presentation of a proper
claim by Contractor, itemizing services performed incurred, and within thirty (30) days of
presentation to County.
c. Payment for services and all related expenses under this Agreement shall
not exceed $43,470.00, plus travel expenses for onsite training. ($39,270.00 for Option
1, plus $4,200.00, for on -site training).
5. Additional Work In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase in the
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2013-0784
time required or the costs to the Contractor for performance, Contractor shall bill County for
such additional work at the rate of $175.00 per hour. Contractor shall not complete any
additional work, or bill for such work, unless pursuant to a supplemental written agreement
signed by both parties. Any claims by the Contractor for adjustment hereunder must be made
in writing prior to performance of any work covered in the anticipated supplemental Agreement.
Any change in work made without such prior supplemental Agreement shall be deemed covered
in the compensation and time provisions of this Agreement.
6. Independent Contractor. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not entitled to unemployment insurance
or workers' compensation benefits through County and County shall not pay for or otherwise
provide such coverage for Contractor or any of its agents or employees. Unemployment
insurance benefits will be available to Contractor and its employees and agents only if such
coverage is made available by Contractor or a third party. Contractor shall pay when due all
applicable employment taxes and income taxes and local head taxes (if applicable) incurred
pursuant to this Agreement. Contractor shall not have authorization, express or implied, to bind
County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and (b) provide proof thereof when requested to do so by County.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Reports County Property. All reports, test results and all other tangible materials
produced in connection with the performance of this Agreement, whether or not such materials
are in completed form, shall at all times be considered the property of the County. Contractor
shall not make use of such material for purposes other than in connection with this Agreement
without prior written approval of County.
9. Acceptance of Product not a Waiver. Upon completion of the work, Contractor
shall submit to County originals of all test results, reports, etc., generated during completion of
this work. Acceptance by County of reports and incidental material furnished under this
Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy
of the work. Acceptance by the County of, or payment for, any services performed under this
Agreement shall not be construed as a waiver of any of the County's rights under this Agreement
or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
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officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
11. Termination. Either party may terminate this Agreement at any time by providing
the other party with a thirty (30) day written notice thereof. Furthermore, this Agreement may be
terminated at any time without notice upon a material breach of the terms of the Agreement. In
the event of an early termination, Contractor shall be paid for work performed up to the time of
notice and County shall be entitled the use of all material generated pursuant to this Agreement.
12. Non -Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Time is of the essence in each and all of the provisions of this
Agreement.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance With Law. Contractor shall strictly comply with all applicable federal
and State laws, rules and regulations in effect or hereafter established, including without
limitation, laws applicable to discrimination and unfair employment practices.
18. Non -Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
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between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Fund Availability. Financial obligations of the County payable after the current
fiscal year are contingent upon funds for that purpose being appropriated, budgeted and
otherwise made available. By execution of this Agreement, County does not warrant that funds
will be available to fund this Agreement beyond the current fiscal year.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
26. Board of County Commissioners of Weld County Approval. This Agreement
shall not be valid until it has been approved by the Board of County Commissioners of Weld
County, Colorado or its designee.
27. Choice of Law. Colorado law, and rules and regulations established pursuant
thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void. Weld County, Colorado shall be the exclusive venue
for a court's consideration of any dispute that cannot be settled by agreement of the Parties.
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28. Public Contracts for Services. C.R.S. &8-17.5-101. Contractor certifies, warrants,
and agrees that it does not knowingly employ or contract with an illegal alien who will perform
work under this contract and will confirm the employment eligibility of all employees who are
newly hired for employment in the United States to perform work under this Agreement, through
participation in the E -Verify program of the Department program established pursuant to C.R.S.
§8-17.5-102(5)(c). Contractor shall not knowingly employ or contract with an illegal alien to
perform work under this Agreement or enter into a contract with a subcontractor that fails to
certify with Contractor that the subcontractor shall not knowingly employ or contract with an
illegal alien to perform work under this Agreement. Contractor (a) shall not use E -Verify
Program or Department program procedures to undertake pre -employment screening or job
applicants while this Agreement is being performed, (b) shall notify the subcontractor and Weld
County within three (3) days that Contractor has actual knowledge that a subcontractor is
employing or contracting with an illegal alien and (c) shall terminate the subcontract if a
subcontractor does not stop employing or contracting with the illegal alien within three (3) days
of receiving notice, and (d) shall comply with reasonable requests made in the course of an
investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado Department of
Labor and Employment. If Contractor participates in the Department program, Contractor shall
deliver to County, a written notarized affirmation that it has examined the legal work status of
such employee, and shall comply with all of the other requirements of the Department program.
If Contractor fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et
seq., County, may terminate this Agreement for breach, and if so terminated, Contractor shall be
liable for damages.
29. Employee Financial Interest/Conflict of Interest. C.R.S. &&24-18-201 et seq. and
&24-50-507. The signatories to this Agreement aver that to their knowledge, no employee of
County has any personal or beneficial interest whatsoever in the service or property which is the
subject matter of this Agreement. Contractor has no interest and shall not acquire any interest
direct or indirect, which would in any manner or degree with the performance of Contractor's
services and Contractor shall not employ any person having such known interests. During the
term of this Agreement, Contractor shall not engage in any in any business or personal activities
or practices or maintain any relationships which actually conflict with or in any way appear to
conflict with the full performance of its obligations under this Agreement. Failure by Contractor
to ensure compliance with this provision may result, in County's sole discretion, in immediate
termination of this Agreement.
30. Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that each party shall be responsible for
the payment of attorney fees and/or legal costs incurred by or on its own behalf.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year written below.
CONTRACTOR:
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST:
Weld County Clerk to the Board
BY:
Deputy ClerkYo the Boar
William F. Garcia, Chair
6
MAR 2 5 2013
aoi3 o7d'y
Certified Public Accountant
Gray & Associates, CPAs
An Accountancy Corporation
4572 Telephone Road, Suite 912
Ventura, California 93OO3
(8O5) 65O.9733
CASEWARE GASB FINANCIALS IMPLEMENTATION
WELD COUNTY,COLORADO
CASEWARE
Al1TV-/Of tZ[O PNISTTIUCTOO
County CAFR Report
Financial Statement Sections
File Setup
Grouping of Chart of Accounts - Done by County with our assistance utilizing GovWide standard group
Table of Contents -Auto updated and linked
Introductory Section & Auditors Report - Provided JPEG by County to be inserted in
Government Wide Reports - To be grouped and adjustments posted by County
Fund Financial statement customization - Cash flow and reconciliation documents linked by County
Required Supplementary Information
Notes to Financial Statements - Linked and integrated
MD&A - Linked and integrated
Supplemental Information
Statistical Section -Completely Built out with all Data Entry done by our office
Single Audit Section - Table built for Schedule of Expenditures of Federal Awards by G&A amounts linked by County Staff, Remainder pages insered PDF
Option - Gray & Associates Customizing reports to meet Cities Styles for fonts, indents and other finishing touches All Data Entry and coding complete
Total for County CAFR Option 1 39,270
County to complete Data entry in Statistical and Note sections
County to complete Group codes assignment in Required Supplementary and Supplementary Information Pages 79 -127
Cash Flow and Reconciliation Documents linked by County Staff
Total for County CAFR Option 2 34,920
CAFR utilizing standard formating for example: Fonts, Indents & underlines
All above section completed by client
Client to do cell linkage in MD&A & Notes after training
County to Complete Row group codes for the financial and Statistical sections after training
Total for County CAFR Option 3 27,425
2 Day of On -Site Consultating at $2100 per day up to 12 people (not Including Travel) additional training available upon request 4,200
After review of your financial statements and gathering an understanding of your needs I have provided you with the three options above. This should assist you in determining
the best approach for your organization. We will utilize your staff to complete the account groupings after being trained remotely. This will assure you stay very knowledgeable
of your numbers. We will utilize a standard grouping for the Government Wide reports and MD&A. During this process I will provide short segments of training to allow your
staff to accomplish this part of the project. This training will be done utilizing Gotomeeting software. YOur staff will then provide us the group codes for the Fund reports, notes
and Statical sections to allow us to build out the reports based on your guidance. If you choose option 3 above the County staff will complete this step of implementation with
training provided by me.
We will do the initial file setup and trial balance import. Once we have determined the specific procedures that your staff will utilized for the import process, we will train your
staff and allow them to import the rest of the files. Next we will provide training to your staff and allow them to produce the workpapers they determine are required, this would
include your excel and word work papers, lead sheets, and Trial Balances by grouping. Your staff will be trained to complete the additional work papers and documents you
may require. We will work together with your staff to build your custom knowledge library database that will hold all your footnotes. This process will assure that your staff has
the knowledge necessary to maintain this database going forward. This training will take place on -site after the initial reports are drafted.
My office will draft the first set of reports up to the option selected above and then train your staff to be able to make ongoing changes to the basic reports. It is my expectation
that with the completion of these reports you will be able to import your yearend trial balances, post any adjustments that might be required, and produce your reports with only
minor modifications to update it to the current year information.
Once the template is complete and we are ready to roll the file forward to the next year we will walk your staff through the complete process. This will give the users a very
specific training, dealing only with the required areas of the program. I have budgeted in this proposal for two days of on -site training. My quote does not include travel
expenses. Those will be paid based on actual expenses incurred at time of training.
We will build the reports based on your December 31, 2012 audited numbers and then roll the file forward to be ready for 2013. In the event we encounter any difficulties that
would require additional fees, we will obtain approval prior to continuing.
For Option 3 above we will build the structure, tables and graphs for the MD&A, Notes and the Statistical sections this will include all calculations. We will then work with your
staff to determine the most effective way to link the data and produce the required charts and graphs. They will be trained to complete this. We will also assist your staff with the
linkage for statement of cash flows and the reconciliation documents to allow them to be completely automated.
You will need to have purchased the latest release of CaseWare and the GASB financial template that we have discussed. Thank you for this opportunity to help you achieve a
new level of reporting. If you have any additional questions please contact me.
WORK OUTSIDE THE SCOPE OF THIS ENGAGEMENT WILL BE BILLED AT $175/HR AND WILL BE AGREED UPON IN ADVANCE
Sincerely,
Garr gray, CPA
Certified CaseWare Instructor
4 -Mar -13
Technical support limited to documents and calculations that we were engaged to create while utiled to produce your next CAFR report. An agreement going forward is
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