HomeMy WebLinkAbout20140027.tiff RESOLUTION
RE: APPROVE RESTATEMENT OF PURCHASE OF PROFESSIONAL SERVICES
AGREEMENT FOR OIL AND GAS AUDITS AND EVALUATION SERVICES AND
AUTHORIZE CHAIR TO SIGN - MARTINDALE CONSULTANTS, INC.
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 a Restatement of Purchase of
Professional Services Agreement for Oil and Gas Audits and Evaluation Services between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, and Martindale Consultants, Inc., commencing January 21, 2014, and ending January
20, 2015, with further terms and conditions being as stated in said restated agreement, and
WHEREAS, after review, the Board deems it advisable to approve said restated
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 Restatement of Purchase of Professional Services Agreement
for Oil and Gas Audits and Evaluation Services between the County of Weld, State of Colorado,
by and through the Board of County Commissioners of Weld County, and Martindale
Consultants, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said restated agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 6th day of January, A.D., 2014.
BOARD OF COUNTY COMMISSIONERS
[� �/ c ,/ WELD COUNTY, COLORADO
ATTEST: C..G tJV.v(9. JU.4J iOL g .3 [G>I �
Do I Radema r, Chair
Weld County Clerk to the Board
Sail
J E La arbara Kirkmey r, Pro-Te
BY: LClt i o /r9 /�
Deputy Cler to the Boar b�
361 O 4v an P. Conway
APP R D AS T RM: A
CJn i / ike ee an
unty Attorney � � )
liam F. Garcia
Date of signature: ,IAN 1 6 2014
CV. CR, F 2014-0027
BC0046
5I-iIIa
RESTATEMENT OF
PURCHASE OF PROFESSIONAL SERVICES AGREEMENT
OIL AND GAS AUDITS AND EVALUATION SERVICES
This RESTATED PURCHASE OF PROFESSIONAL SERVICES AGREEMENT ("Agreement") is
made this _ day of January, 2014, by and between County of Weld, a body politic and
corporate of the State of Colorado, by and through the Board of County Commissioners of the
County of Weld whose address or principal place of business is 1150 "O" Street, Greeley,
Colorado 80631, and on behalf of the Weld County Assessor, (hereinafter "BOCC"), and
Martindale Consultants, Inc. an Oklahoma corporation whose principal office is located at 4242
North Meridian Avenue, Oklahoma City, Oklahoma 73112, registered in the State of Colorado,
with a registered agent, InCorp Services, Inc., located at 36 South 18th Street, Brighton,
Colorado 80601, and with Colorado offices located at 4581 Julian, Denver, Colorado 80211,
(hereinafter Contractor").
WHEREAS, on the 3rd day of December, 2012, BOCC entered into an Agreement with
Contractor to provide professional audit services to assist the Weld County Assessor in the
evaluation of appeals of the ad valorem assessments on oil and gas production and on the
personal property used in the production process made by made by oil and gas production
operators, and
WHEREAS, on January 21, 2013, BOCC restated said Agreement to amend the Scope
of and to extend the Agreement o January 20, 2014, and
WHEREAS, BOCC has now determined that additional professional audit and consulting
services would continue to assist the Weld County Finance Department in the evaluation of the
accuracy of the records of royalty payments made to Weld County, and
WHEREAS, BOCC has determined that additional professional audit and consulting
services would also continue to assist the Weld County Assessor in the evaluation and
assessment of oil and gas production for as valorem tax purposes, and
WHEREAS, BOCC has also determined that professional consulting services are
needed to assist Weld County Finance in the development of an accounting system for County
held oil and gas leases and the royalty payments as a result of those leases, and
WHEREAS, Contractor has the expertise to perform the audits required, to provide the
consulting services, has the time available to timely perform those services, and is willing to
perform the services according to the terms of this Agreement and in accordance with the
applicable policies of BOCC and the Weld County Assessor, and
WHEREAS, BOCC has authority to acquire the services described in this Agreement
pursuant to the provisions of§30-11-101, et seq., C.R.S., as amended, and.
WHEREAS, the Weld County Assessor wishes to and has authority to acquire the
services of a Contractor to assist it in the examination and analysis of the records of the
2014-0027
operator(s) of oil and gas leaseholds as described in this Agreement pursuant to the provisions
§ 39-5-120, § 39-21-109 and § 39-7-105, et seq., C.R.S., as amended, and
WHEREAS, BOCC now wishes to restate the Agreements of December 3, 2012 and
January 20, 2013 to engage Contractor to provide the services set forth in the Scopes of
Services, attached hereto as Exhibit A, Exhibit B and Exhibit C.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
hereinafter, BOCC and Contractor agree as follows:
1. Scope of Services: Contractor warrants that the services described below shall
be performed in a manner consistent with the professional standards governing such services
and the provisions of this Agreement. Contractor shall provide three areas of professional
services as set forth below:
a. Contractor further agrees that it shall perform in a satisfactory and proper
manner, as determined by the BOCC, the services identified in the "Scope of
Services for Weld County Ad Valorem Tax Audits-2014", which is attached
hereto, incorporated herein by this reference, and made a part hereof as "Exhibit
A". These services relate specifically to the provision of professional audit
services for the evaluation and assessment of oil and gas production for ad
valorem tax purposes. The responsibilities of BOCC and the Weld County
Assessor in relation to Contractor's services, other than the payment of
compensation, are detailed In "Exhibit A". Contractor agrees that it will perform
the Weld County Ad Valorem Tax Audits, as an agent for the Weld County
Assessor and in strict compliance with the requirements of the statutes of
Colorado. Contractor further 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
b. Contractor further agrees to perform in a satisfactory and proper manner,
as determined by the BOCC, the services identified in the "Scope of Work for
Weld County Royalty Audits-2014", which is attached hereto, incorporated herein
by this reference, and made a part hereof as "Exhibit B". These professional
services shall consist of an audit of the County's oil and gas royalties. The
responsibilities of the office of the BOCC in relation to Contractor's services,
other than the payment of compensation of the Contractor, are detailed In
Exhibit B.
c.. Contractor further agrees to perform in a satisfactory and proper manner,
as determined by the BOCC, the consulting services identified in the "Scope of
Work for Weld County Development of Recording-keeping/Accounting System-
2014", which is attached hereto, incorporated herein by this reference, and made
a part hereof as "Exhibit C". These professional services shall consist of
assisting Weld County in either selecting an appropriate accounting system, or in
retaining the services of a software provider which can make such a system
2
available to the County. The responsibilities of the office of the BOCC in relation
to Contractor's services, other than the payment of compensation of the
Contractor, are detailed In Exhibit C.
2. Term of Agreement: Services of the Contractor shall commence on the 21st day
of January, 2014, and shall be completed by the 20th of January, 2015. This Agreement will
terminate on the date set forth above unless renewed in writing at least thirty (30) days prior to
the date of completion.
3. Compensation/Appropriation: The BOCC's appropriation for the professional
services described in this Agreement is limited solely to the work to be accomplished during the
period from January 21, 2014 through January 20, 2015. BOCC is not obligated to make any
future apportionment or allocation to this Agreement. Any work performed in excess of amounts
appropriated shall be solely at the risk of Contractor. Notwithstanding any other terms of this
Agreement, it is expressly understood and agreed that: (1) any BOCC financial obligation,
whether direct or contingent, for all or any part of the work under this Agreement, shall extend
only to monies duly and lawfully appropriated and budgeted by BOCC and irrevocably pledged
pursuant to the purposes of this Agreement; (2) BOCC does not by this Agreement irrevocably
pledge present cash reserves for payments in this or future fiscal years; (3) this Agreement is
not intended to create a multiple fiscal year direct or indirect financial obligation of BOCC; (4)
the obligation of BOCC for expenditures, if any, arising during subsequent fiscal years in which
this Agreement could be extended and be in effect, shall only extend to utilization of monies
appropriated and budgeted and encumbered for the purpose of this Agreement in the fiscal year
in which obligations arise. Based upon the conditions set forth above, BOCC and Contractor
agree to the following payment terms:
a. County agrees to pay Contractor for services performed as set forth on
Exhibits A, B and C at the rate(s) set forth in each Exhibit. Charges shall be
based on the time actually spent performing the services, including travel time up
to an eight hour day.
b. Contractor shall be reimbursed for actual expenses including hotel,
(based upon average hotel rates in Greeley, Colorado or actual Greeley hotel
costs when performing services at the Greeley offices of Assessor and BOCC),
car rental, airfare, and meals. Contractor shall make all efforts to eliminate the
need for travel.
c. Payment to Contractor will be made once per month only upon
presentation of a proper claim by Contractor, itemizing services performed.
Contractor shall submit to BOCC a monthly billing or request for payment that will
be paid in accordance with established procedures of the Weld County Finance
Department. Each billing or request for payment shall specify the total payment
due Contractor for the specific work that is the subject of the request for
payment. Additionally, each billing or request for payment shall specifically state
the job identification, date, time, hours, service performed, expenses, and total
compensation requested, and shall specifically state whether the services were
performed pursuant to Exhibit A, Exhibit B, or Exhibit C.
3
d. Payment for services and all related expenses under this Agreement shall
not exceed Two Hundred Eighty Thousand and no/100 Dollars ($280,000),
unless this Agreement is amended and approved by the BOCC.
e. In the event the BOCC shall require changes in the scope, character, or
complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an
equitable adjustment in fees and completion time shall be negotiated between
the parties and this Agreement shall be modified accordingly by a supplemental
Agreement. 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.
4. Records, Reports, and Information: At such times and in such forms as BOCC
may require, Contractor shall furnish statements, records, reports, data and information
pertaining to matters covered by this Agreement. Contractor shall maintain its records in
accordance with any requirements prescribed by BOCC. Except as otherwise authorized by
BOCC, The Contractor shall maintain such records for a period of seven (7) years after receipt
of final payment under this Agreement. 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 BOCC. Contractor
shall not make use of such material for purposes other than in connection with this Agreement
without prior written approval of BOCC.
5. Audits and Inspections: At any time during normal business hours and as often
as BOCC may deem necessary, Contractor shall make its records with respect to matters
covered by this Agreement available for examination. Contractor shall permit BOCC to audit,
examine, and make excerpts from such records and audit all contracts, invoices, materials,
payrolls, records of personnel, conditions of employment, and other data relating to this
Agreement. BOCC may call for a certified, independent audit to be performed, at Contractor's
expense, by a mutually agreed upon auditor.
6. Independent Contractor:
a. Contractor shall perform its duties hereunder as an independent
contractor and not as an employee of BOCC. Contractor affirms that it
has or will secure at its own expense all personnel and materials required
to perform the services detailed in Exhibit A, Exhibit B, and Exhibit C.
Such personnel shall not be employees of, nor have any contractual
relationship with, BOCC.
b. Services required hereunder shall be performed by Contractor or under
its supervision, and all personnel engaged in the work shall be fully
qualified and properly licensed or certified, as required by all applicable
local, state and federal laws or regulations to perform such services.
4
Neither Contractor, nor its personnel, if any, is entitled to Worker's
Compensation benefits or any other benefit of employment with Weld
County, Colorado. Further, Contractor is obligated to pay all federal and
state income tax on any compensation it is paid by BOCC pursuant to this
Agreement.
c. None of the services to be performed by Contractor under this Agreement
shall be subcontracted or otherwise delegated without the prior written
consent of BOCC. Such subcontracted work which is approved shall be
specified in a written agreement between Contractor and its
subcontractor(s), which agreement(s) shall be subject to each provision of
this Agreement.
7. No Assignment: Contractor shall not assign or transfer any rights in this
Agreement without the prior written consent of BOCC.
8. Illegal Aliens —Public Contract for Services:
a. Contractor (entity or sole proprietor) shall execute the certification
attached hereto as Attachment 1, in conformance with the provisions of
§ 8-17.5-102(1) and §24-76.5-101, C.R.S., as amended.
b. Contractor shall not knowingly employ or contract with an illegal alien to
perform work under this public contract for services; or enter into a
contract with a subcontractor that fails to certify to Contractor that the
subcontractor shall not knowingly employ or contract with an illegal alien
who will perform work under this public contract for services.
c. Contractor shall confirm the employment eligibility of all employees who
are newly hired for employment to perform work under this public contract
for services through participation in either the E-Verify Program or the
Department Program.
d. Contractor shall not use either the E-Verify Program or the Department
Program procedures to undertake pre-employment screening of job
applicants while this public contract for services is being performed.
e. If Contractor obtains actual knowledge that a subcontractor performing
work under this public contract for services knowingly employs or
contracts with an illegal alien, Contractor shall:
(1) Notify the subcontractor and BOCC within three days that
Contractor has actual knowledge that the subcontractor is
employing or contracting with an illegal alien; and
(2) Terminate the subcontract with the subcontractor if within three
days of receiving the notice required pursuant to subparagraph
(1), above, the subcontractor does not stop employing or
5
contracting with the illegal alien; except that Contractor shall not
terminate the contract with the subcontractor if during such three
days the subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted with an
illegal alien.
f. Contractor shall comply with any reasonable request by the Department
of Labor and Employment made in the course of an investigation that the
Department is undertaking pursuant to its authority.
g. Notwithstanding any other provision of this public contract for services, if
Contractor violates any provision of this paragraph, BOCC may terminate
this public contract for services and Contractor shall be liable for all actual
and consequential damages resulting from that termination.
h. Except where exempted by federal law and except as provided in § 24-
76.5-103(3), C.R.S., as amended, Contractor receiving Weld County
funds under this public contract for services must confirm that any
individual natural person eighteen (18) years of age or older is lawfully
present in the United States pursuant to § 24-76.5-103(4), C.R.S., as
amended, if such individual applies for public benefits provided under this
public contract for services. If Contractor has verified that BOCC has
accomplished such confirmation prior to the effective date of this public
contract for services, Contractor is relieved of responsibility under this
paragraph.
9. Compliance with Laws: Contractor shall comply with all applicable federal, state
and local laws, ordinances, resolutions, codes and regulations in providing the services detailed
in Exhibit A, Exhibit B and Exhibit C.
10. Indemnification: Contractor agrees to hold harmless, indemnify and defend
BOCC, and its officers, employees and agents, acting officially or otherwise, from any and all
claims, demands, damages, and actions of any kind brought by anyone, including attorney's
fees, which may arise out of or result from the negligent or willful misconduct of Contractor or its
subcontractor(s) in the performance of services as set forth in this Agreement and/or the breach
of any condition(s) of this Agreement.
11. Insurance: The following provisions shall apply to Contractor providing services
pursuant to this Agreement. In order to commence work and receive compensation pursuant to
this Agreement, the terms of this paragraph must be satisfied prior to the commencement of
work. Contractor shall procure and maintain, until all of its obligations under this Agreement
have been discharged, including any warranty periods, all insurance required under this
paragraph.
The insurance requirements stated herein are the minimum limits for this Agreement and
in no way limit the indemnity covenants contained in this Agreement. BOCC in no way warrants
that the minimum limits contained herein are sufficient to protect Contractor from liabilities that
6
might arise out of the performance of the work under this Agreement by Contractor, its agents,
directors, employees, officers, representatives, or subcontractors; and Contractor is free to
purchase additional insurance as it may determine necessary.
Minimum Types and Limits of Insurance: Contractor shall provide coverage with limits of
liability not less than those stated below. An excess liability policy or umbrella liability policy may
be used to meet the minimum liability requirements provided that the coverage is written on a
"following form" basis.
Commercial General Liability - Occurrence Form
The policy shall be endorsed to include the following "Additional Insured" language:
"Weld County, its subsidiary, parent, associated and/or affiliated entities, successors, or
assigns, its elected officials, trustees, employees, agents, and volunteers shall be named as
'Additional Insureds' with respect to liability arising out of the activities performed by, or on
behalf of the Contractor."
Minimum Limits:
General Aggregate $2,000,000
Products/ Completed Operations Aggregate $2,000,000
Each Occurrence Limit $1,000,000
Personal/Advertising Injury $1,000,000
Automobile Liability (This subparagraph can be waived if Contractor does not use any
type of motor vehicle to perform any service under this Agreement)
Bodily Injury and Property Damage for any owned, hired, and non-owned vehicles used in the
performance of this Contract.
Minimum Limits:
Bodily Injury/Property Damage (Each Accident) $1,000,000
Worker's Compensation and Employers' Liability
Minimum Limits:
Coverage A (Workers' Compensation) Statutory
Coverage B (Employers Liability) $100,000
$100,000
$500,000
Additional Insurance Requirements: The policies shall include, or be endorsed to include, the
following provisions:
On insurance policies where BOCC Is named as an "Additional Insured", BOCC shall be an
Additional Insured to the full limits of liability purchased by Contractor even if those limits of
liability are in excess of those required by the Agreement.
7
Contractor's insurance coverage shall be primary insurance and non-contributory with respect
to all other available sources, including self-insurance provided by the County.
All general liability, excess/umbrella liability, and professional liability policies must provide the
following:
(a) If any aggregate limit is reduce by twenty-five percent (25%) or more by paid or
reserved claims, Contractor shall notify the County within ten (10) days and reinstate the
aggregates required;
(b) Unlimited defense costs in excess of policy limits;
(c) Contractual liability covering the indemnification provisions of this Agreement;
(d) A severability of interests provision; and
(e) Waiver of exclusion for lawsuits by one insured against another;
If a general liability, excess/umbrella liability and/or professional liability policy is a claims-made
policy, then the retroactive date must be on or before the contract date or the first date when
any goods or services were provided to the County, whichever is earlier.
With respect to Commercial General Liability and Automobile Liability coverage set forth above,
the insurance policy must include contractual liability coverage.
All insurance required by this paragraph shall be issued by companies authorized to do
business in the state of Colorado and written on forms satisfactory to, approved by, and filed
with the Colorado Division of Insurance within the Colorado Department of Regulatory
Agencies.
Notice of Cancellation: Each insurance policy required by the insurance provisions of this
Contract shall provide the required coverage and shall not be suspended, voided or canceled
except after thirty (30) days prior written notice has been given to BOCC. If cancellation is for
the nonpayment of (a) premium(s), then ten (10) days prior notice may be given to BOCC.
Written notice shall be sent directly to the Office of Contract Administration, at the following
address: Weld County Board of County Commissioners, 1150 "O" Street, Greeley, Colorado
80631
Verification of Coverage: Contractor shall furnish BOCC with Certificates of Insurance (either
an ACCRD form, or an equivalent approved by BOCC).
The certificates for each insurance policy are to be signed by a person authorized by that
insurer to bind coverage on its behalf.
All certificates and endorsements are to be received and approved by BOCC before work
commences. Each insurance policy required by this Agreement must be in effect at or prior to
commencement of work under this Agreement and remain in effect for the duration of the
project and for two (2) years after completion of the project. Failure to maintain the insurance
8
policies as required by this Agreement, or to provide evidence of renewal, is a material breach
of this Agreement.
All certificates and any required endorsement shall be sent directly to BOCC at the following
address: Weld County Board of County Commissioners, 1150 "O" Street, Greeley, Colorado
80631 BOCC reserves the right to require complete, certified copies of all insurance policies
required by this Agreement any time.
Approval: Any modification or variation from the insurance requirements in this Agreement
shall only be made by the Weld County Office of Risk Management after consultation with the
Weld County Attorney's office. Modification shall not require a formal contract amendment, but
may be made by administrative action.
12. Document Ownership Works Made for Hire: All of the deliverable items
prepared for BOCC under this Agreement shall belong exclusively to BOCC and shall be
deemed to be "works made for hire" under the copyright laws of the United States. To the extent
any of the deliverable items may not, by operation of law or otherwise, be works made for hire,
the Contractor hereby assigns to BOCC the ownership of the copyright in the deliverable items,
and BOCC shall have the right to obtain and hold in its own name, copyrights, registrations, and
similar protections. Contractor agrees to give BOCC or its designee all assistance reasonably
required to perfect such rights. To the extent that any pre-existing materials are contained in the
deliverable items, Contractor grants to BOCC an irrevocable, non-exclusive, worldwide, royalty-
free license to use, execute, publish, reproduce, display, perform, distribute copies of, and
prepare derivative works based upon such pre-existing materials and derivative works thereof
and to authorize others to do any, some, or all of the foregoing.
13. Termination for Cause: If Contractor or BOCC fails to fulfill its obligations under
this Agreement in a timely and proper manner or violates any of the provisions of this
Agreement, then the non-defaulting party shall thereupon have the right to terminate this
Agreement for cause by giving written notice to the defaulting party of such termination and
specifying the effective date of termination. The defaulting party, however, shall not be relieved
of liability to the non-defaulting party for damages sustained by virtue of any breach of this
Agreement. In the event of default by Contractor, BOCC may withhold payments due under
paragraph 3, above, for the purpose of set-off until such time as the exact amount of damages
due BOCC from Contractor is determined.
14. Termination for Convenience: Either party may terminate this Agreement
without cause at any time. BOCC may terminate this Agreement without cause at any time by
giving at least twenty (20) days written notice to Contractor. If this Agreement is terminated for
the convenience of BOCC, Contractor shall be paid for all services provided to and accepted by
BOCC prior to the date of termination.
15. Conflict of Interest: During the term of this Agreement, Contractor shall not
perform similar services for persons, firms, or entities, including governmental entities, which
have the potential to create a conflict of interest, unless the potential conflict is disclosed to and
approved in writing by BOCC.
9
16. Governing Law: The laws of the state of Colorado shall govern the validity,
performance and enforcement of this Agreement. Should either BOCC or Contractor institute
legal action for enforcement of any obligation' contained herein, it is agreed that venue shall be
in Weld County, Colorado.
17. 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.
18. Headings: Titles and paragraph divisions are inserted in this Agreement for ease
of reference and do not define, limit, or prescribe the scope or Intent of the provisions of this
Agreement or any part thereof.
19. Authority: Each person signing this Agreement represents and warrants that
he/she is fully authorized to enter into and execute this Agreement and to bind the party
represented to the provisions of this Agreement.
20. Counterparts and Facsimile Signatures: This Agreement may be executed in
counterparts, each of which shall be deemed an original. Facsimile signatures of, or on behalf
of, BOCC or Contractor on this Agreement and any modification hereto shall be effective for all
purposes.
21. Notices: Notices to be provided under this Agreement shall be given in writing
either by hand delivery or by certified return receipt requested United States mall, to the
following:
BOCC's Representative: Weld County Assessor:
Esther Gesick Christopher Woodruff
Deputy Clerk to the Board Weld County Assessor
1150 "O" Street, P.O. Box 758 1400 N. 17th Avenue
Greeley, Colorado 80631 Greeley, Colorado 80632
Tel.: 970-336-7215 ext. 4226 970-353-3845 ext 3650
Fax: 970-304-6433 ext 3658
Email: eaesick(hco.weld.co.us cwoodruffCcilco.weld.co.us
Contractor:
Martindale Consultants, Inc.
W. Patrick Martindale
President and Owner
4242 N. Meridian Ave.
Oklahoma City, OK 73112
Telephone: (405) 728-3003 Ext. 13
Fax: (405) 728-3893
Email: P.MartindaleaMarticons.com
22. 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
10
but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental
actions.
23. Confidentiality: Contractor is aware that under Colorado law, (§ 39-1-101, § 39-
1-104, § 39-5-120, and § 39-1-116, C.R.S., as amended), the Weld County Assessor is
required to maintain the privacy of the records submitted to it by taxpayers. Contractor
agrees that such taxpayer information shall remain confidential and shall not be disclosed to
any party other than the taxpayer and the Weld County Assessor without the express written
consent of the Weld County Assessor. In addition, no information obtained by Contractor in
the course of the performance of its services under this Agreement shall be disclosed by
Contractor to any third parties for any purpose or reason. All requests for such information
shall be referred to the Weld County Director of Finance and Administration.
24. Acceptance of Product not a Waiver: Upon completion of the work,
Contractor shall submit to BOCC originals of all results, reports, etc., generated during
completion of this work. Acceptance by BOCC 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 BOCC of, or payment for, any services performed
under this Agreement shall not be construed as a waiver of any of BOCC's rights under this
Agreement or under the law generally.
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. Access to Records: BOCC 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.
27. Time of Essence: Time is of the essence in each and all of the provisions of
this Agreement.
28. Non-Exclusive Agreement: This Agreement is nonexclusive and BOCC
may engage or use other contractors or persons to perform services of the same or similar
nature.
29. 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.
11
30. Funding Contingency. No portion of this Agreement shall be deemed to
create an obligation on the part of County to expend funds not otherwise appropriated or
budgeted for.
31. Governmental immunity. Nothing herein shall be interpreted as a waiver of
governmental Immunity to which the BOCC may otherwise be entitled under the provisions
of Section 24-10-101, et seq., C.R.S., as amended.
32. Entire Agreement/Modifications: This Agreement contains the entire
agreement 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.
IN WITNESS WHEREOF, BOCC and Contractor have set their hands and seals.
CONTRACTOR:
ATTEST:
Martindale Cons nts, Inc.
(an Okla "la porati a/i/
e.
By_ Q/a
W. Patric artindale - Pr sident
SEAL (if any)
FEIN: 73-1249823
The foregoing instrument was acknowledged before me this .{ day of ,
2014, by hf �'/f ft ir'.rjj t��?��,:,ii.�r�zi , as Vr.,i/,;7/- of
Martindale Consultants, Inc:
My commission expires on:
LAURA J.MELMAN '1/1, r/ •
Notary Public '� i ..:�'�/AJ�_�to�,—._..:-_-
•
Slate of Oklahoma Notary Public
Commission*04008005
4 My Commission Expires Sep 2, 2C16
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
12
ATTEST:
Dougla Radem cher, Chair
weld County Clerk to the Board JAN 0 62014
/ .11
� i .
BY: mil/ ►I/ f � � r"
Deputy Clerk o the Board r
agl
13
fi/V— o0a?7
EXHIBIT , 3 iii;
\ itt
January 2, 2014 0 . iru ons
ar`.
RE: Scope of Work for Weld County Martindale Consultants. Inc.
Ad Valorem Tax Audits - 2014
Projects (May not be completed in the year the project is initiated):
1. 2014 Ad Valorem Tax Filing Audits for Tax Years 2009 and 2010 (Current Well Count)
a. Continuation of Noble Energy, Inc. (7,172) (Preliminary analysis of exposures)
b. Continuation of Petroleum Development Corporation (1,677)
c. Anadarko Petroleum Corporation (5,245)
d. Encana Oil & Gas(USA), Inc. (936) (TY 2009 Only)
2. 2015 Ad Valorem Tax Filing Audits for Tax Years 2009 and 2010 (Current Well Count)
a. Continuation of 2013 Audits
b. K P Kauffman Company, Inc. (780)
c. Merit Energy (680). [will require a conflict of interest waiver, as MartiCons
provides audit services for Merit Energy]
d. Ad Valorem Tax Filing Audits for Additional Taxpayers and Tax Years
Contingent on Prior Audit Result
Basic Audit Program Developed for Ad Valorem Audits:
Each audit may vary due to the documentation available from each Operator and the situations
encountered during the audit. Weld County personnel can be involved as much or as little as
possible with all audit program steps; we will develop our approach and coordination in such a
way as to provide as much information and training as possible for Weld County personnel.
1. Obtain the Oil and Gas Reports from the Weld County Tax Office to document the Declared
Volumes and Values by Operator.
2. Request from the Taxpayer, supporting schedules/spreadsheets from which the annual
amounts by well were assimilated for their tax return, identifying the following monthly
amounts for each well:
a. Gross volume by product.
b. Gross value by product.
c. Each separate deduction.
d. Nature, source, and amount of exempt royalties deducted.
Corporate Office • 4242 N. Meridian Ave. • Oklahoma City, OK 73112
Phone: (405) 728-3003 • Fax: (405) 728-3893 • www.marticons.com
Basic Audit Program Developed for Ad Valorem Audits (continued): Page 2
e. Schematic showing all wells, gathering systems, and transportation pipelines owned
and/or used to deliver sales; all processing plants and/or treating plants through which
production was processed during the audit time period.
f. Electronic listing of revenue data(RADE) for the audit time period.
g. Electronic listing of line item detail from which the wellsite processing deductions
were derived.
3. Reconcile the data received from the Taxpayer to the tax return.
4. Analyze the revenue data from 1 through 3 to identify anomalies, trends, and materiality;
select appropriate test months based on exposures identified in the analysis.
5. Analyze the expense data from items 1 through 3 to determine audit strategy to effectively
and efficiently review both related party and unrelated party deductions from revenue.
6. Based on the analysis in item 4, identify and request from the Taxpayer the underlying
documents (only for the test months chosen) necessary to provide an audited, documented
understanding of volumes produced, gathered, treated, transported and sold; first third party
sales value and ultimate tax value paid; deductions taken. These documents would include,
but not be limited to:
a. Volume integration statements and/or EFT volume statements for all measurement
points: wellhead, gathering system outlets, gas plant inlets/outlets, transportation
system inlet/outlet, and sales delivery meters.
b. LACT readings or other oil measurement documentation.
c. Third party invoices or internal journal entries for all costs of gathering and
transportation and/or any other deduction taken on the tax return.
d. Gas plant statements for each well; if plant is owned by the Taxpayer, the gas plant
volume balance worksheets for the month.
e. Gas processing contracts in place for each test month (could be one or more); if plant
is owned by the Taxpayer, contracts with all producers delivering through the plant.
f. Third party invoices and sales delivery volume statements for all third party sales
sourced in whole or in part from Weld County wells.
7. Review deduction documentation provided and submit a request for items necessary to
support the declared deductions.
Corporate Office • 4242 N. Meridian Ave. • Oklahoma City, OK 73112
Phone: (405) 728-3003 • Fax: (405) 728-3893 • www.marticons.com
Basic Audit Program Developed for Ad Valorem Audits (continued): Page 3
8. Request from the Taxpayer any additional information necessary to verify all potential
adjustments to the tax payment. Meet with the appropriate Taxpayer personnel to discuss
potential underpayments, resolve questions regarding accounting for volumes and/or values,
obtain additional documentation to eliminate or confirm adjustments, and otherwise obtain
consensus (if possible)to any Taxpayer underpayments identified during the field work.
9. Request and obtain from Taxpayer any documents necessary to quantify underpayments
(even those disputed by the Taxpayer) identified during the audit for all remaining non-test
months of the audit period. Also, request and obtain documents necessary to quantify
underpayments due to declaring deductions that are not in compliance with Chapter 6 of the
Assessors Reference Library.
10. Quantify all underpayments, identified separately by type of exception, for each well for each
month of the reporting period. Summarize total underpayment by Taxpayer for each type of
exception for the audit period or applicable Tax Year.
11. Assimilate all findings into an audit report, including all necessary supporting schedules.
12. Provide copies of supporting detail (schedules and documents) for all adjustments necessary
for the Taxpayer to understand and agree with the computation of the underpayment.
13. Negotiate and resolve all disputed items after Special Notice of Valuation is issued by Weld
County and ultimately aide in creating the Special Notice of Determination for which the
new revised tax will be based upon. (This step is based on procedures used in Garfield
County)
Estimated Man Weeks per Taxpayer:
For each Taxpayer there are typically 4 phases of the audit. Each phase can vary significantly
based on the number of Tax Years included,the number of wells operated by each Taxpayer, and
the familiarity of the Operator with the audit process. The following is an estimated range of the
manpower requirements for each phase. The estimated man weeks may not be a single block of
time but more an accumulated amount of manpower necessary to complete each phase,
especially for the prep phase. For instance, once an initial request is made to the Taxpayer, there
will be a window of time that it takes for the Taxpayer to return the requested data. The
following is an estimate of man weeks per phase (by Tax Year) broken down by three categories
of Taxpayers.
Corporate Office • 4242 N. Meridian Ave. • Oklahoma City, OK 73112
Phone: (405) 728-3003 • Fax: (405) 728-3893 • www.narticons.com
Estimated Man Weeks per Taxpayer(continued): Page 4
A. Taxpayer Category 600 to 1,000 wells (Merit, Kauffman, Enema)
1. Preparatory Manpower: 1 to 3 man weeks
2. Fieldwork Manpower: 6 to 9 man weeks
3. Report: 1 to 2 man weeks
4. Resolution: 1/2 to 1 week
B. Taxpayer Category 1,600 to 1,700 wells(PDC)
1. Preparatory Manpower: 2 to 4 man weeks
2. Fieldwork Manpower: 9 to 12 man weeks
3. Report: 1 to 2 man weeks
4. Resolution: 1/2 to 1 week
C. Taxpayer Category 5,000 to 7,500 wells (Noble and Anadarko)
1. Preparatory Manpower: 3 to 6 man weeks (Very dependent on the Taxpayer's record
keeping practices)
2. Fieldwork Manpower: 12 to 15 man weeks
3. Report: 1 to 2 man weeks
4. Resolution: 1/2 to 2 week
The above manpower estimates are based on a single Tax Year. The 2014 Scope of Work
consists of review of two Tax Years for a single Taxpayer in each category.
Rates:
Rates for the beginning of this engagement through December 2014 shall be:
Personnel Rate per Hour
Project Manager $ 125.00— 150.00
Lead Auditor 100.00— 110.00
Assisting Auditors 80.00— 100.00
Todd Attalla 150.00
Pat Martindale 200.00
Administrative Assistance 50.00—80.00
Litigation Rates Rate per Hour
W. Patrick Martindale $300.00
Todd Attalla 250.00
Corporate Office • 4242 N. Meridian Ave. • Oklahoma City, OK 73112
Phone: (405) 728-3003 • Fax: (405) 728-3893 • www.marticons.com
General and Status: Page 5
Due to the two Abatements filed by EnCana and EOG, the majority of our resources were
dedicated to those projects due to the hearing deadlines.
We will continue with our initial assessment on revenue exposures for Noble. The first set of
data provided by Noble was determined to be unreliable by both Noble and us and the second set
of data should be received before the end of 2013. We will use this second set of data for our
initial assessment to determine if the exposures of underpaid taxes exist for Noble.
Pending a few outstanding items, we are close to completing our review of PDC Tax Years 2009
and 2010 and anticipate issuing a report to Weld County in the first quarter of 2014.
Our next major Operator will be Anadarko and we would like to send audit notification to them
as soon as possible which will enable us to analyze their data and submit preliminary requests.
It can be very difficult to estimate the manpower requirements for some of the Taxpayers
because it is contingent on the Taxpayers record retention policy for the earlier years and
whether the data is available electronically or only in hardcopy. We should be able to achieve
some economies of scale by including more than one Tax Year per Operator, but as previously
mentioned, the first round of audits can be very challenging. Ultimately, we want to meet the
Counties objectives while also staying within our firm's capacity to maintain quality control on
each individual project.
We look forward to working with you and can address any questions you would like to discuss
during our November 6th meeting.
Thank you,
Todd Attalla
Martindale Consultants, Inc.
Phone (405) 728-3003 Ext. 12.
Corporate Office • 4242 N. Meridian Ave. • Oklahoma City, OK 73112
Phone: (405) 728-3003 • Fax: (405) 728-3893 • www.rnarticons.com
EXHIBIT 1, ? _—
January 2, 2014
e:{
RE: Scope of Work for Weld County Martindale Consultants, Inc.
Royalty Audits -2014
Initial Projects:
1. Weld County (Weld) Royalty Audits (If possible, conduct in conjunction of revenue
component of Ad Valorem Audits) During the course of work, an appropriate allocation
will be made between audit costs for ad valorem tax audits and royalty audits and extra
work associated strictly with royalty audits will be identified. Based on preliminary
review of information provided, the three Operator's below are the possible audit
candidates
a. Continuation of Noble Energy, Inc. Audit
b. Analyze all available royalty data to determine the producers and time period to
audit.
2. Provide support and expertise directed to county royalty processes and assistance with
future lease language.
Suggested Audit Strategy for Weld County Royalty Interests:
1. Phase I:
Further analyze Weld County check remittances and electronic data compiled by the
County to determine the producers and time periods to audit.
2. Phase II:
Depending on the results of Phase I, request Revenue Audit Data Exchange (RADE)
detail from the chosen Operators to further analyze or possibly conduct a desk audit for
compliance with the applicable Leases to determine if significant exposures exist to merit
a detailed audit of sample wells selected from each Operator.
3. Phase III:
Once we determine audit candidates (if any) from Phases I and II, further analyze the
RADE provided by the three major Operators and notify selected Operators of the
documentation needed to conduct an audit of the selected wells.
Corporate Office • 4242 N. Meridian Ave. • Oklahoma City, OK 73112
Phone: (405) 728-3003 • Fax: (405) 728-3893 • www.marticons.com
Suggested Audit Strategy for Weld County Royalty Interests (continued): Page 2
At this point, request from the Operator the underlying documents (only for the test
months chosen) necessary to provide an audited, documented understanding of volumes
produced, gathered, treated, transported and sold; first third party sales value and
deductions taken. These documents include, but are not limited to:
a. Volume integration statements and/or EFT volume statements for all measurement
points: wellhead, gathering system outlets, gas plant inlets/outlets, transportation
system inlet/outlet, and sales delivery meters.
b. LACT readings or other oil measurement documentation.
c. Third party invoices or internal journal entries for all costs of gathering and
transportation and/or any other deduction taken.
P
d. Gas plant statements for each well; if plant is owned by the Operator, the gas plant
volume balance worksheets for the month.
e. Gas processing contracts in place for each test month (could be one or more); if plant
is owned by the Operator, contracts with all producers delivering through the plant.
f Third party invoices and sales delivery volume statements for all third party sales
sourced in whole or in part from Weld county wells.
g. Schematic showing all wells, gathering systems, and transportation pipelines owned
and/or used to deliver sales; all processing plants and/or treating plants through which
production was processed during the audit time period.
Then conduct the royalty audit with similar audit steps that are used in the Ad Valorem revenue/
royalty verification and contained in the Ad Valorem Audit Proposal.
Estimated Manpower for Each Phase and Audit:
Similar to the Ad Valorem audits, for each Operator there are typically 4 phases of the audit. For
the royalty audits, the Operators are much more familiar with the process and protocols.
Accordingly, based on the smaller number of wells and the Operator's familiarity, these audits
will require less manpower than the Ad Valorem audits. Following is an estimated range of the
manpower requirements for each Phase and for each audit if conducted.
I. Phase I:
The initial analysis for each of the three major Operators, including reviewing the lease
language applicable to the wells with the largest royalty interest: Estimated to take one to
two weeks per Operator by a Manager or Lead Auditor.
Corporate Office • 4242 N. Meridian Ave. • Oklahoma City, OK 73112
Phone: (405) 728-3003 • Fax: (405) 728-3893 • www.marticons.com
Estimated Manpower for Each Phase and Audit(continued): Page 3
2. Phase II:
Reconcile the RADE data to Weld's check remittances (to ensure data integrity) and
analyze trends and materiality: Estimated three days to two weeks per Operator by a
Manager or Lead Auditor.
3. Phase III:
a. Preparatory Manpower: 2 days to 1 man week.
b. Fieldwork Manpower: 4 to 9 man weeks (large variance due to uncertainty of audit
scope/number of wells).
c. Report: 1 to 2 man weeks.
d. Resolution: 1/2 to 1 week.
Rates:
Rates for the beginning of this engagement through December 2014 shall be:
Personnel Rate per Hour
Project Manager $ 125.00- 150.00
Lead Auditor 100.00- 110.00
Assisting Auditors 80.00- 100.00
Todd Attalla 150.00
Pat Martindale 200.00
Administrative Assistance 50.00-80.00
Litigation Rates Rate per Hour
W. Patrick Martindale $300.00
Todd Attalla 250.00
We look forward to working with you and if you have any questions or would like to discuss,
please call me at the number below or we can further discuss at our November 6th meeting.
Thank you,
Todd Attalla
Martindale Consultants, Inc.
Phone (405) 728-3003 Ext. 12.
Corporate Office • 4242 N. Meridian Ave. • Oklahoma City, OK 73112
Phone: (405) 728-3003 • Fax: (405) 728-3893 • www,marticons.com
EXHIBIT
January 2, 2014 ` ' _ f ■n
Martindale Lnnsultants. Inc.
Re: Scope of Work for Weld County
Development and Consulting for Record Keeping/Accounting System
As a result of the increasing royalty interest in Weld County, the County is investigating possible
Information Technology (IT) / Accounting System and Record Keeping solutions to aide in
receiving, recording, and warehousing the various accounting and royalty related documents.
Martindale Consultants, Inc. (MartiCons) expertise, contacts, and knowledge of the various
accounting systems within the oil and gas industry could be very beneficial in assisting the County in
this endeavor. Through the various phases of this project, including but not limited to determining
objectives, researching, designing, and implementing a system, MartiCons will assist the County
based on the desired needs of the County. However, MartiCons is not an IT company and is not to be
relied on to produce or create such system.
Rates:
Rates for the beginning of this engagement through December 2014 shall be:
Personnel Rate per Hour
Project Manager $ 125.00— 150.00
Lead Auditor 100.00— 110.00
Assisting Auditors 80.00— 100.00
Todd Attalla 150.00
Pat Martindale 200.00
Administrative Assistance 50.00—80.00
Litigation Rates Rate per Hour
W. Patrick Martindale $ 300.00
Todd Attalla 250.00
Thank you,
Todd Attalla
Martindale Consultants, Inc.
Phone (405) 728-3003 Ext. 12.
Corporate Office • 4242 N. Meridian Ave. • Oklahoma City, OK 73112
Phone: (405) 728-3003 • Fax: (405) 728-3893 • www.marticons.com
Hello