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HomeMy WebLinkAboutAgreements/Contracts - RenewGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: Renew REQUEST SUBMITTED BY: LIi1Z@ Greenwalt CONTACT PERSON ATTENDING ROUNDTABLE:Dell AC1CI@I'SOII CONFIDENTIAL INFORMATION: ❑YES WNO DATE: 10.2.2025 PHONE: X5470 Um (CHEC Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment -"AA ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑Computer Related ❑County Code ❑Emergency Purchase ❑Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑Minutes ❑Ordinances ❑Out of State Travel [:]Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB Master Services Agreement and Statement of Work between Clifton LarsonAllen LLP (CLA) and Grant County dba Renew. Professional fees will range from $17,500 to $19,750. CLA will assist Renew with cash to acrrual basis accounting. FISCAL / BUDGET IMPACT: Please contact accounting to complete a Financial Request Form__prior to submission. If necessary, was this document reviewed by accounting? ❑YES ❑ NO 8 N/A Elulres MUM review_ MUIR in Dual You rRAVIEPW U If necessary, was this document reviewed by legal? ❑ YES ❑ NO W N/A DATE OF ACTION: /�/ ' APPROVE: DENIED ABSTAIN A 40 D 1: 7 < a D2: D3: DEFERRED OR CONTINUED TO: WITHDRAWN: 4/23/24 MSA Date: September 26, 2025 Master Services Agreement CliftonLarsonAllen LLP https://www.claconnect.com This master service agreement ("MSA") documents the terms, objectives, and the nature and limitations of the services CliftonLarsonAllen LLP (CLA, we, us, and "our") will provide for Grant County dba Renew ("you," or "your"). The terms of this MSA will apply to the initial and each subsequent statement of work ("SOW"), unless the MSA is changed in a communication that you and CLA both sign or is terminated as permitted herein. 1. Scope of Professional Services CLA will provide services as described in one or more SOW that will reference this MSA. The SOW will describe the scope of professional services; the nature, limitations, and responsibilities related to the specific services CLA will provide; and the fees for such services. If modifications or changes are required during CLA's performance of requested services, or if you request that we perform any additional services, we will provide you with a separate SOW for your signature. Such SOW will advise you of the additional fee and time required for such services to facilitate a clear understanding of the services. Our services cannot be relied upon to disclose all errors, fraud, or noncompliance with laws and regulations. Except as described in the scope of professional services section of this MSA or any applicable SOW, we have no responsibility to identify and communicate deficiencies in your internal controls as part of any services. 2. Management responsibilities You acknowledge and understand that our role is to provide the services identified in an SOW and that management, and any other parties engaging CLA, have responsibilities that are fundamental to our undertaking to perform the identified services. 3. Fees and terms See the applicable SOW for the fees for the services. Work may be suspended if your account becomes 6o days or more overdue and will not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagements will be deemed to have been completed even if we have not completed the services. You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket expenditures through the date of termination. Page 1 of 7 Payments may be made utilizing checks, Bill.com, your online banking platform, CLA's electronic payment platform, or any other client -initiated payment method approved by CLA. CLA's electronic online bill pay platform claconnect.com/billpay accepts credit card and Automated Clearing House (ACH) payments. Instructions for you to make direct bank to bank wire transfers or ACH payments will be provided upon request. !.. Other Fees You agree to compensate us for reasonable time and expenses, including time and expenses of outside legal counsel, we may incur in responding to a subpoena, a formal third -party request for records or information, or participating in a deposition or any other legal, regulatory, or other proceeding relating to services we provide pursuant to a SOW. 5. Finance charges and collection expenses You agree that if any statement is not paid within 3o days from its billing date, the unpaid balance shall accrue interest at the monthly rate of one and one -quarter percent (1.25%), which is an annual percentage rate of 15%. In the event that any collection action is required to collect unpaid balances due us, reasonable attorney fees and expenses shall be recoverable. 6. Dispute Resolution Any disagreement, controversy, or claim ("Dispute") that may arise out of any aspect of our services or relationship with you shall be submitted to non -binding mediation by written notice ("Mediation Notice") to the other party. In mediation, we will work with you to resolve any differences voluntarily with the aid of an impartial mediator. The mediation will be conducted as specified by the mediator and agreed upon by the parties (i.e., you and CLA). The parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the Dispute. Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties. 7. Limitation of remedies These limitation of remedies provisions are not applicable for any audit or examination services provided to you. Our role is strictly limited to the services described in an SOW, and we offer no assurance as to the results or ultimate outcomes of any services or of any decisions that you may make based on our communications with you. You agree that it is appropriate to limit the liability of CLA, its partners, principals, directors, officers, employees, and agents (each a "CLA party"). You further agree that you will not hold CLA or any other CLA party liable for any claim, cost, or damage, whether. based on warranty, tort, contract, or other law, arising from or related to this MSA, the services provided under an SOW, the work product, or for any plans, actions, or results of an SOW, except to the extent authorized by this MSA. In no event shall any CLA party be liable to you for any Page 2 of 7 indirect, special, incidental, consequential, punitive, or exemplary damages, or for loss of profits or loss of goodwill, costs, or attorney fees. The exclusive remedy available to you shall be the right to pursue claims for actual damages that are directly caused by acts or omissions that are breaches by a CLA party of our duties owed under this MSA and the specific SOW thereunder, but any recovery on any such claims shall not exceed the fees actually paid by you to CLA pursuant to the SOW that gives rise to the claim. 8. Governing Laws, Jurisdiction, and Venue The MSA is made under and shall be governed by the laws of the state of Minnesota, without giving effect to choice -of -law principles. This includes dispute resolution and limitation of remedies. 9. Time limitations The nature of our services makes it difficult, with the passage of time, to gather and present evidence that fully and fairly establishes the facts underlying any dispute that may arise between you and any CLA party. The parties (you and CLA) agree that, notwithstanding any statute or law of limitations that might otherwise apply to a dispute, including one arising out of this MSA or the services performed under an SOW, for breach of contract or fiduciary duty, tort, fraud, misrepresentation or any other cause of action or remedy, any action or legal proceeding by you against any CLA party must be commenced as provided below, or you shall be forever barred from commencing a lawsuit or obtaining any legal or equitable relief or recovery. An action to recover on a dispute shall be commenced within these periods ("Limitation Period"), which vary based on the services provided, and may be modified as described in the following paragraph: Service Time after the date we deliver the services or work product* Tax Consulting Services 36 months Tax Return Preparation 36 months Examination, compilation, and preparation services 12 months related to prospective financial statements Audit, review, examination, agreed -upon procedures, 24 months compilation, and preparation services other than those related to prospective financial information All Other Services 12 months * pursuant to the SOW on which the dispute is based If the MSA is terminated or your ongoing relationship with CLA is terminated, then the applicable Limitation Page 3 Of 7 Period is the lesser of the above periods or 12 months after termination of MSA or your ongoing relationship with CLA. The applicable Limitation Period applies and begins to run even if you have not suffered any damage or loss, or have not become aware of the existence or possible existence of a dispute. 1o. Confidentiality Except as permitted by the "Consent" section of this MSA, CLA will not disclose any of your confidential, proprietary, or privileged information to any person or party, unless you authorize us to do so, it is published or released by you, it becomes publicly known or available other than through disclosure by us, or disclosure is required by law, regulation, or professional standard. This confidentiality provision does not prohibit us from disclosing your information to one or more of our affiliated companies in order to provide services that you have requested from us or from any such affiliated company. Any such affiliated company shall be subject to the same restrictions on the use and disclosure of your information as apply to us. You also consent to our disclosure of information regarding the nature of services we provide to you to another independent network member of CLA Global, for the limited purpose of complying with professional obligations regarding independence and conflicts of interest. The Internal Revenue Code contains a limited privilege for confidentiality of tax advice between you and our firm. In addition, the laws of some states likewise recognize a confidentiality privilege for some accountant -client communications. You understand that CLA makes no representation, warranty or promise, and offers no opinion with respect to the applicability of any confidentiality privilege to any information supplied or communications you have with us, and, to the extent that we follow instructions from you to withhold such information or communications in the face of a request from a third party (including a subpoena, summons or discovery demand in litigation), you agree to hold CLA harmless should the privilege be determined not to apply to particular information or communications. The workpapers and files supporting the services we perform are the sole and exclusive property of CLA and constitute confidential and proprietary information. We do not provide access to our workpapers and files to you or anyone else in the normal course of business. Unless required by law or regulation to the contrary, we retain our workpapers and files in accordance with our record retention policy that typically provides for a retention period of seven years. After this period expires, our workpapers and files will be destroyed. Furthermore, physical deterioration or catastrophic events may shorten the time our records are available. The workpapers and files of our firm are not a substitute for your records. Pursuant to authority given by law, regulation, or professional standards we may be requested to make certain workpapers and files available to a regulator for its regulatory oversight purposes. We will notify you of any such request, if permitted by law. Access to the requested workpapers and files will be provided to the regulator under the supervision of CLA personnel and at a location designated by our firm. Furthermore, upon request, we may provide copies of selected workpapers and files to such regulator. The regulator may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. Page 4 of 7 11. other provisions You agree that CLA will not be assuming any fiduciary responsibility on your behalf during the course of this MSA, except as may be assumed in an SOW. CLA may, at times, utilize external web applications to receive and process information from our clients; however, any sensitive data, including protected health information and personally identifiable information, must be redacted by you to the maximum extent possible prior to uploading the document or file. In the event that you are unable to remove or obscure all sensitive data, please contact us to discuss other potential options for transmitting the document or file. CLA and certain owners of CLA are licensed by the California State Board of Accountancy. However, CLA has owners not licensed by the California State Board of Accountancy who may provide services under this MSA. If you have any questions regarding licensure of the personnel performing services under this MSA, please do not hesitate to contact us. During the course of the engagement, there may be communication via fax or email. You are responsible to ensure that communications received by you or your personnel are secured and not shared with unauthorized individuals. 12. Consent to use financial information We regularly aggregate anonymized client data and perform a variety of analyses using that aggregated data. Some of these analyses are published to clients or released publicly. However, we are always careful to preserve the confidentiality of the separate information that we obtain from each client, as required by the AICPA Code of Professional Conduct and various laws. Your acceptance of this MSA will serve as your consent to our use of Grant County dba Renew anonymized data in performing and reporting on these cost comparison, performance indicator and/or benchmarking analyses. Unless authorized by law or the client consents, we cannot use a client's tax return information for purposes other than the preparation and filing of the client's tax return. By signing and dating this MSA, you authorize CLA to use any and all information furnished to CLA for or in connection with the preparation of the tax returns under this MSA, for a period of up to six (6) years from the date of this MSA, in connection with CLA's preparation of the types of reports described in the foregoing paragraph. 13. Consent to send you publications and other materials For your convenience, CLA produces a variety of publications, hard copy and electronic, to keep you informed about pertinent business and personal financial issues. This includes published articles, invitations to upcoming seminars, webinars and webcasts, newsletters, surveys, and press releases. To determine whether these materials may be of interest to you, CLA will need to use your tax return information. Such tax information includes your name and address as well as the business and financial information you provided to us. By signing and dating this MSA, you authorize CLA to use the information that you provide to CLA during the preparation of your tax returns to determine whether to offer you relevant materials. Your Page 5 of 7 consent is valid until further notice. 14. Subcontractors CLA may, at times, use subcontractors to perform services under this MSA, and they may have access to your information and records. Any such subcontractors will be subject to the same restrictions on the use of such information and records as apply to CLA under this MSA. 15. Technology CLA may, at times, use third -party software applications to perform services under this MSA. You acknowledge the software vendor may have access to your data. 16. Termination of MSA This MSA shall continue for five years from September 26, 2025, unless terminated earlier by giving appropriate notice. Either party may terminate this MSA at any time by giving 30 days written notice to the other party. Upon termination of the MSA, the provisions of this MSA shall continue to apply to all services rendered prior to termination. 17. Agreement We appreciate the opportunity to be of service to you and believe this MSA accurately summarizes the significant terms of our relationship. This MSA, along with the applicable addendum(s) and SOW(s), constitute the entire agreement regarding services to be performed and supersedes all prior agreements (whether oral or written), understandings, negotiations, and discussions between you and CLA. If you have any questions, please let us know. If you agree with the terms of our relationship as described in this MSA, please sign, date, and return. CliftonLarsonAllen LLP Page 6 of 7 Response: This MSA correctly sets forth the understanding of Grant County dba Renew. CLA CLA Emily McCann, CPA, Principal SIGNED 9/26/2025, 9:57:17 AM PDT Client Grant County dba Renew SIGN: - Rob Jones, air, Grant County Board of County Commissioners DATE: ZCI ` -?- L Page 7 of 7 CliftonLarsonAllen LLP https://www.claconnect.com Date: September 26, 2025 Statement of Work — Client Accounting &Advisory Services This agreement constitutes a statement of work ("SOW") under the master service agreement ("MSA") dated September 26, 2025, or superseding MSA, made by and between CliftonLarsonAllen LLP ("CLA," "we," "us," and "our") and Grant County dba Renew ("you" and "your"). The purpose of this SOW is to outline certain services you wish us to perform through December 31, 2026 in connection with that agreement. Scope of professional services Emily McCann, CPA is responsible for the performance of the initial, recurring and/or consulting services identified in this agreement. Sarah Croskey is responsible for the daily activities of the engagement. Initial services: CLA will provide interim assistance under the direction of management to include the following: Assist with cash to accrual basis accounting by assisting with depreciation, journal entry preparation, accounts receivable entry process and revenue recognition in formal memo for external auditors Engagement objectives, limitations, and responsibilities CLA has not been engaged to prepare financial statements and financial statements will not be provided. We will perform this engagement in accordance with the Statement on Standards for Consulting Services issued by the American Institute of Certified Public Accountants (AICPA) and comply with the AICPA's Code of Professional Conduct, including the ethical principles of integrity, objectivity, professional competence, and due care. Our engagement cannot be relied upon to identify or disclose any financial statement misstatements, including those caused by fraud or error, or to identify or disclose any wrongdoing within the entity or noncompliance with laws and regulations. We have no responsibility to identify and communicate deficiencies in your internal control as part of this engagement. You agree that we shall not be responsible for any misstatements in the entity's financial statements that may not be identified as a result of Page 1 of 6 misrepresentations made to us by you. CLA personnel cannot be recognized or act in the capacity of your chief executive officer, chief financial officer, or any other management role and accordingly, CLA cannot accept the corporate responsibility for financial reports and internal control. For all nonattest services we may provide to you, your management team agrees to assume all management responsibilities; oversee the services within this agreement; designate an individual, preferably within senior management, who possesses suitable skills, knowledge, and/or experience to understand and oversee the services; evaluate the adequacy and results of the services; and accept responsibility for the results of the services. CLA's relationship with you shall be solely that of an independent contractor and nothing in the MSA or a SOW shall be construed to create or imply any relationship of employment, agency, partnership, or any relationship other than an independent contractor. Your management is also responsible for ensuring that your data and records are complete and that you have received sufficient information to oversee the services, review and approve the services. ' As management, you are also responsible for and the services are contingent on the following: • Assigning a primary contact that will act as the main conduit for communications, logistics and other such interaction. • The selection of the financial reporting framework to be applied in the preparation of the financial statements and determining that the financial reporting framework is acceptable in the circumstances. • The design, implementation, and maintenance of internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. • The prevention and detection of fraud. • To ensure that the entity complies with the laws and regulations applicable to its activities. • The accuracy and completeness of the records, documents, explanations, and other information, including significant judgments, you provide to us for the engagement. • Responding to requests for data, documentation or other information materials necessary to complete this engagement in a timely manner. Any delays in providing such materials may impact CLA's ability to deliver services based on previously communicated dates. CLA will have no obligation to perform services until you have provided such information. You agree to grant CLA an express, limited license to use such materials in any way necessary to the performance of the services outlined in this SOW. Page 2 of 6 • To provide us with the following: - Access to all information relevant to the preparation and fair presentation of the financial statements, such as records, documentation, and other matters. - Additional information that may be requested for the purpose of the engagement. - Unrestricted access to persons within the entity with whom we determine it necessary to communicate. • To the extent we are assisting management with the completion of any Federal or State regulatory filings you are responsible for ensuring the completeness and accuracy of those filings. • You will be solely responsible for making all decisions concerning the contents of our communications and reports, for the adoption of any plans, and for implementing any plans you may develop, including any that we may discuss with you. We will perform the engagement in accordance with the Statement on Standards for Consulting Services issued by the American Institute of Certified Public Accountants. Beneficial ownership information reporting Under the Corporate Transparency Act (CTA), foreign entities doing business in the U.S. are required to report information to the Financial Crimes Enforcement Network (FinCEN) as to their beneficial ownership. It is your responsibility to prepare and submit any BOI report to FinCEN that is required under the CTA. We have no obligation to identify any filing requirements or provide any services related to BOI reporting. You agree that CLA will not be providing any services that could be viewed as having control or being a beneficial owner of the entity that would require you to list CLA, its partners, principals, directors, officers, employees or agents, in any BOI report. We will not act as a corporate agent or in any capacity where we are preparing or filing legal documents on your behalf. We also will not make any management decisions that indicate substantial control of your entity, including the following decisions: • Reorganization, dissolution or merger of the reporting company; compensation and incentives of senior officers; • Making, terminating, fulfilling or not fulfilling significant contracts; • Selecting, terminating business lines, ventures, or geographic focus; Making major expenditures, incurring significant debt, issuing securities, approving operating budgets, selling, transferring, leasing or mortgaging principal assets; • Amending governing documents; or • Determining the nature, scope and attributes of the business conducted. Page 3 of 6 Initial Services Fees We estimate that our professional fees will range from $17,500.00 to $19,750.00. General Fee Terms We will also bill for expenses (including travel, report production, word processing, postage, internal and administrative charges, etc.) plus a technology and client support fee of five percent (5%) of all professional fees billed. Any fee estimate provided is based on anticipated cooperation from your personnel and their assistance with locating requested documents and preparing requested schedules. If the requested items are not available on the dates required or are not accurate, the fees and expenses will likely be higher. Our invoices, including applicable state and local taxes, will be rendered as work progresses and are payable on presentation. We will also bill any third -party software subscription fees that you direct CLA to purchase and incur on your behalf. Employee Hire Fee You acknowledge that the personnel provided by CLA under this Agreement possess unique skills and knowledge acquired through their work with CLA. Should you directly or indirectly hire or engage any CLA employee, whether as an employee, contractor or consultant, who has been involved in providing services under this Agreement within the preceding 12 months, you agree to pay CLA a Placement Fee. The Placement Fee shall be calculated as the greater of 30% of either 1) the CLA's employee's annual salary upon separation from CLA or 2) the individual's annual salary, bonuses and any other form of renumeration as offered by you. The fee shall be due and payable within 30 days of the employee's commencement of work with you. The Employee Hire Fee Provision shall not apply where the employee independently applies to a publicly advertised position or if the employee has not provided services to you within the last 12 months prior to their employment. Failure to comply with this provision shall entitle CLA to seek legal remedies, including but not limited to injunctive relief and recovery of legal costs incurred in enforcing this clause. Indemnity For the services described in this SOW, you agree to indemnify and hold harmless CLA, its successors and affiliates, officers, employees, and agents from any claims brought or asserted by any other person, third party, or governmental body for any loss, damages, liabilities, remedies, or cause of action, and from any reasonable expenses incurred in defending against any such claims or actions (including attorney fees) arising from or relating to the services performed by any CLA party. Termination of SOW Either party (you or CLA) may terminate this particular SOW at any time by giving 30 days written notice to the other party. Upon termination of this particular SOW, the provisions of this SOW and the existing MSA shall continue to apply to all services rendered prior to termination. Page 4 of 6 Agreement We appreciate the opportunity to provide the services described in this SOW related to the MSA. All terms and provisions of the MSA shall apply to these services. If you agree with the terms of this SOW, please sign below to indicate your acknowledgement and understanding of, and agreement with, this SOW. CliftonLarsonAllen LLP Emily McCann, CPA Principal 509-572-3010 emily.mccann@claconnect.com Response This SOW correctly sets forth the understanding of Grant County dba Renew and is accepted by: Page 5 of 6 CLA CLA i Emily McCann, CPA, Principal SIGNED 9/30/2025, 4:45:28 PM PDT Client Grant County dba Renew SIGN: Rob Jon , air, 6rant County Board of County Commissioners DATE: /C/ , -?', ? �- Page 6of6