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HomeMy WebLinkAboutAgreements/Contracts - BOCC (003)MASTER SERVICES AGREEMENT SEPTEMBER 27, 2022 This Master Services Agreement (the "MSA" or "Agreement") represents the terms and conditions relating to services to be provided to the individual(s) and/or entity(ies) listed below (individually and collectively, "you," "your," and "Client") by Moss Adams LLP ("Moss Adams," "we," "us," and "our"). Moss Adams and Client may be individually referred to as a "Party" and collectively as the "Parties." County of Grant, Washington Grant County, Washington 1. Agreement Scope a. The terms and conditions of this Agreement shall apply to the services (excluding attest services as defined by the American Institute of Certified Public Accountants) we provide you and your affiliates, and any others for whom services are performed at your request (the "Services"). The nature and scope of our Services may be set forth in a Statement of Work ("SOW') signed by Moss Adams and you. However, all Services we provide you, whether or not set forth in a SOW, shall be subject to the terms of this Agreement. b. We will provide the Services to you as an independent contractor and not as your employee, agent, partner or joint venturer. We may use subcontractors and Service Providers (defined herein) in providing the Services. From time to time, non -CPA personnel may perform the Services. Neither you nor we have any right, power or authority to bind the other. 2. Your Responsibilities a. You agree to (i) make all management decisions, perform all management functions, and assume all management responsibilities, (ii) designate one or more individuals who possess suitable skill, knowledge, and/or experience to oversee the Services, (iii) evaluate the adequacy and results of the Services, and (iv) accept responsibility for the results of the Services. It is your responsibility to establish and maintain internal controls, including, without limitation, monitoring ongoing activities. The provisions of this paragraph are not intended to and do not alter, modify or change Moss Adams' duties and obligations set forth in this Agreement. b. You shall provide (or cause others to provide) to us, promptly, the information, resources and assistance (including access to records, systems, premises and people) that we reasonably require to perform the Services. c. To the best of your knowledge, all information provided by you or on your behalf ("Client Information") will be accurate and complete in all material respects. You represent the provision of Client Information to us will not infringe any copyright, privacy, proprietary or other third -party rights. We will rely on Client Information made available to us and will have no responsibility to independently evaluate it for accuracy or otherwise verify it. 3. Reports a. Any information, advice, recommendations or other content of any reports, presentations or other communications we provide under this Agreement ("Reports"), other than Client Information, are for your internal use only (consistent with the purpose of the particular Services). b. You may not disclose a Report (or any portion or summary of a Report) to any third party or refer to us in connection with the Services, except: i. to your professional advisors (acting strictly in an advisory capacity and who are subject to these disclosure restrictions), who may review it only to give youice relafi ng to the -Services; EE I SEP 2 8 2072 RANT COUNTY COMMISSIONERS Master Services Agreement County of Grant, Washington September 27, 2022 Page 2 of 6 ii. to the extent, and for the purposes, required by subpoena or similar legal process (of which you will promptly notify us); iii. to the extent, and for the purposes, required by regulatory or self-regulatory authorities in connection with routine audits and examinations as long as Moss Adams, a Report and the Services are not the subject of the audit or examination; iv. with our prior written consent, to third parties who have executed an access letter in the form we prescribe; v. as expressly stated in an SOW; or vi. to the extent it contains Tax Advice, as set forth below. c. Our Reports may include spreadsheets, models, or other software tools. Such items are provided solely for your convenience in "as is" condition without warranty of any kind. We assume no responsibility for results obtained by anyone other than Moss Adams from the use of such items. d. You acknowledge that Moss Adams has not placed any limitations on your disclosure of the tax returns, tax treatment or tax structure associated with any tax services under this Agreement ("Tax Advice"), and nothing in this Agreement shall be construed as limiting or restricting your disclosure of Tax Advice. Tax Advice may be challenged by taxing authorities and we make no representation that taxing authorities or courts will agree with our Tax Advice. With the exception of tax authorities, and recipients of tax forms you are required to provide under applicable law, you shall inform those to whom you disclose Tax Advice that they may not rely on it for any purpose. e. You may not rely on any draft Report. We shall not be required to update any final Report for circumstances of which we become aware, or events occurring, after its delivery. f. If you are permitted to disclose a Report (or a portion thereof) hereunder, you shall not alter, edit or modify it from the form we provided. 4. Charges for Services a. The charges for our Services will be based on our standard rate(s) in effect for the individual(s) providing the Services, absent a SOW specifying a different charge. Our charges may include any applicable sales and gross receipts tax, and direct and indirect expenses based on out-of-pocket expenditures, per diem allotments, mileage reimbursements, processing charges and technology expenses. Billings are due upon presentation and become delinquent if not paid within 30 days of the invoice date. Any past due fee under this Agreement shall bear interest at the lower of twelve percent (12%) per annum or the highest rate allowed by law on any unpaid balance. b. If we are required by applicable law, legal process, or government action to produce information or personnel as witnesses with respect to the Services or this Agreement, you shall reimburse us for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, unless we are a party to the proceeding or the subject of the investigation. 5. Limitations a. THE TOTAL LIABILITY OF MOSS ADAMS, AND ITS OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, MEMBERS, EMPLOYEES, SUBCONTRACTORS, AND AGENTS (COLLECTIVELY, "MOSS ADAMS PERSONS"), TO YOU OR ANY THIRD PARTY FOR ANY AND ALL DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT FROM ANY CAUSE, INCLUDING BUT NOT Master Services Agreement County of Grant, Washington September 27, 2022 Page 3 of 6 LIMITED TO NEGLIGENCE, ERRORS, OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY SHALL NOT, IN THE AGGREGATE, EXCEED THE FEES PAID OR PAYABLE TO MOSS ADAMS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT CAUSED THE LOSS. THIS LIMITATION WILL NOT APPLY TO THE EXTENT LOSSES ARE CAUSED BY OUR FRAUD OR WILLFUL MISCONDUCT. b. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR OTHERWISE ARISING OUT OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. c. You shall make any claim relating to the Services or otherwise under this Agreement no later than one (1) year after the cause of action accrues and in any event, no later than two (2) years after the completion of the particular Services. This limitation will not apply to the extent prohibited by applicable law, regulations or professional regulations. d. You may not make a claim or bring proceedings relating to the Services or otherwise under this Agreement against any Moss Adams Persons. You shall make any claim or bring proceedings only against us. The provisions of this Section 5 are intended to benefit Moss Adams Persons, who shall be entitled to enforce them. Moss Adams shall have no liability for the conduct of any other parties. 6. Indemnity Unless prohibited by applicable law, regulations, or professional standards, you shall indemnify us and the Moss Adams Persons against all claims by third parties (including your affiliates and attorneys) and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs) arising out of the disclosure of any Report (other than Tax Advice) or a third party's use of or reliance on any Report (including Tax Advice) disclosed to it by you or at your request. 7. Intellectual Property Rights a. We may use or develop intellectual property in performing our Services, including without limitation, data, software, designs, utilities, tools, models, systems, general skills, know-how, expertise, concepts, ideas, methods and techniques ("Materials"). We retain all intellectual property rights in the Materials (including any developments, improvements, and knowledge generated during or as a result of the performance of our Services), and in any working papers compiled in connection with the Services. b. Upon payment for particular Services and subject to the other terms of this Agreement, you may use any Materials that are included in any Reports solely to the extent necessary to use the Reports. 8. Internal Use and Third Parties All Services (including any Reports) shall be solely for your informational purposes and internal use, and none of our Services create privity between Moss Adams and any person or party other than you ("third party"). None of our Services are intended for the express or implied benefit of any third party, and no third party is entitled to rely on the Services we provide you, including without limitation, any Reports. 9. Confidentiality a. Except as otherwise permitted by this Agreement, neither of us may disclose to third parties the contents of this Agreement or any information provided by or on behalf of the other that should reasonably be Master Services Agreement County of Grant, Washington September 27, 2022 Page 4 of 6 treated as confidential and/or proprietary. Either of us may, however, disclose such information to the extent that it: i. is or becomes public other than through a breach of this Agreement; ii. is subsequently received by the recipient from a third party who, to the recipient's knowledge, owes no obligation of confidentiality to the disclosing party with respect to that information; iii. was known to the recipient at the time of disclosure or is thereafter created independently by the recipient; iv. is disclosed as necessary to enforce the recipient's rights under this Agreement; or v. must be disclosed under applicable law, legal process or professional regulations. b. Either of us may use electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement. c. Unless prohibited by applicable law, we use Client Information, and provide it to Moss Adams Persons, to facilitate or improve performance of the Services, to comply with regulatory requirements, and for quality and risk management purposes. We also utilize service providers, such as cloud -based software vendors, to support our operations and enable us to provide our Services to you ("Service Providers"). Moss Adams Persons and Service Providers may collect, use, transfer, store or otherwise process Client Information in the local and foreign jurisdictions in which they operate. All Moss Adams Persons and Service Providers are required to protect the confidentiality of any Client Information to which they have access in the course of their work. We will not sell Client Information to anyone. d. We may use Client Information, and provide it to our affiliates, to identify additional services that may be of interest to you (e.g., accounting, investment banking, asset management, IT security, and consulting services), and to send newsletters and other communications for general information purposes. Any Client Information provided to our affiliates shall be treated as confidential by such affiliates consistent with our obligations in this Section 9. e. We may aggregate Client Information, and anonymize it by excluding any personally identifiable information ("Aggregated Anonymous Data"), to analyze, improve, support and operate the Services and otherwise for any business purpose, during and after the term of this Agreement, including without limitation to generate industry benchmarks or best practices guidance, recommendations or similar reports, for distribution to our clients and prospects, for their general information purposes. We will not identify you as the source of any Aggregated Anonymous Data. f. Our privacy policy is available at www.mossadams.com for general information purposes. 10. Subpoena of Documents As a result of our Services to you, we may be required or requested to provide information or documents in connection with governmental regulations or activities, or a legal, arbitration or administrative proceeding (including a grand jury investigation), in which we are not a party. We will notify you of any such request and you may, within the time permitted for us to respond to any request, initiate such legal action as you deem appropriate to protect information from discovery. If you take no action within the time permitted for us to respond or if your action does not result in a judicial order protecting us from supplying requested information, we will produce information to the extent required by law. Master Services Agreement County of Grant, Washington September 27, 2022 Page 5 of 6 11. Use of a Party's Name No Party may use another Party's name, its trademarks, service marks or logos in connection with the Services or otherwise without the prior written consent of such Party, which consent may be withheld for any reason and may be subject to certain conditions, although we may publicly identify you as a client in connection with specific Services or generally. 12. Force Majeure No Party shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond such Party's reasonable control. 13. Governing Law and Dispute Resolution a. This Agreement shall be governed by the laws of the state of Washington, without giving effect to any conflicts of laws principles. b. If a dispute arises out of or relates to this Agreement, and if the dispute cannot be settled through negotiations, the Parties agree to try in good faith to settle the dispute by mediation using an agreed upon mediator. Each Party shall be responsible for its own mediation expenses, and shall share equally in the mediator's fees and expenses. c. Each Party hereby irrevocably (a) consents to the exclusive jurisdiction and venue of the appropriate state or federal court located in King County, state of Washington, in connection with any dispute hereunder or the enforcement of any right or obligation hereunder, and (b) WAIVES ITS RIGHT TO A JURY TRIAL. 14. Term and Termination a. This Agreement shall remain in effect until terminated as provided below b. This Agreement and any SOW may be terminated by either Party, with or without cause, upon ten (10) days written notice. In the event of such notice, we will stop providing Services except on work, mutually agreed upon in writing, necessary to carry out such termination. Termination of this Agreement shall automatically terminate all SOWs in progress, however, termination of a particular SOW shall not affect the validity of this Agreement or any other SOWs. c. In the event of termination, (i) you shall pay us for Services provided and expenses incurred through the effective date of termination, (ii) we will provide you with all finished Reports, and (iii) neither Party shall be liable to the other for any damages that occur as a result of our ceasing to render Services. d. The provisions of this Agreement that give either of us rights or obligations beyond its termination shall continue indefinitely following the termination of this Agreement. 15. General Terms a. This Agreement constitutes the entire agreement between the Parties as to the Services and the other matters it covers, and supersedes all prior agreements, understandings and representations with respect thereto, including any confidentiality agreements previously delivered. b. Each Party may execute this Agreement (including SOWs), as well as any modifications thereto, by electronic means and each Party may sign a different copy of the same document. Both of the Parties must agree in writing to modify this Agreement or any SOW. The Parties acknowledge the general Master Services Agreement County of Grant, Washington September 27, 2022 Page 6 of 6 contract rule that a clause in a contract, such as this one, prohibiting oral modifications is itself generally subject to oral modification. However, in order to ensure certainty as to the terms and conditions of this Agreement, the Parties waive this general contract rule. c. Each Party represents to the other that each person signing this Agreement or any SOW hereunder on its behalf is expressly authorized to execute it and to bind such Party to its terms. You also represent that this Agreement has, if necessary, been considered and approved by your Audit Committee. You represent that your affiliates shall be bound by the terms of this Agreement. d. Neither Party may assign any of its respective rights, obligations, or claims arising out of or related to this Agreement or any Services. Any assignment in violation of this provision shall be void. e. The non -exercise or partial exercise by either Party of any of its rights under this Agreement shall not in any case constitute a waiver of that right. f. If any provision of this Agreement (in whole or part) is held to be illegal, invalid, or otherwise unenforceable, the other provisions shall remain in full force and effect. 16. Mutual Waiver of COVID-19 Claims This provision addresses issues regarding the novel coronavirus ("COVID-19"). The Parties acknowledge their respective understanding of the hazards of COVID-19, including, but not limited to, its highly contagious nature and the corresponding health risks associated with being exposed to or infected by COVID-19. Each Party agrees to waive, release, discharge, and covenants not to sue the other Party or its affiliates and its and their respective officers, directors, partners, principals, employees, agents, or subcontractors from any and all claims, damages, expense, liability, illness or losses that may occur from exposure to or infection by COVID-19 arising out of, related to, or in any way connected with the professional services provided by Moss Adams. This Agreement is effective as of the date set forth above. AGREED: COUNTY OF GRANT, WASHINGTON Signature: Print Name: Title: MOSS ADAMS LLP Signature: Print Name: Halie Garcia Title: Director Client: #659375 v. 9/21/2021 Master Services Agreement Statement of Work CONSULTING SERVICES GRANT COUNTY, WASHINGTON SEPTEMBER 27, 2022 This Statement of Work ("SOW') is issued pursuant to the Master Services Agreement (the "MSA" or "Agreement") between Moss Adams and you. This SOW incorporates all terms and conditions of the Agreement as if fully set forth herein. Any term not otherwise defined shall have the meaning specified in the Agreement. Scope of Services: Grant County, Washington (the "County") received approximately $18.5 million in American Rescue Plan Act (ARPA) State and Local Fiscal Recovery Funds (SLFRF). In relation to the ARPA SLFRF funds received, we will provide compliance and other consulting services, as needed. At project initiation, we will define how we can best support the County and their administration of the funds. We will hold an engagement kick-off and initial work session with key County stakeholders, including the County's designated project liaison and the Board of Commissioners, to confirm the engagement scope, define roles and responsibilities, and identify individuals that should be interviewed, and to gain a more complete understanding of the funds used or committed to date. We will also utilize the initial work session to discuss strategy on the use of funds, understand the County's initial classification of expenses (i.e., lost revenue or other), and to define what compliance and consulting services are needed to support the County going forward. We will also define an engagement communication plan including bi-weekly or other regular status meetings and regular communication with the County project liaison. While the exact scope of the consulting services is not determined at this time, we may provide the following types of services on an on-going and/or as needed basis: Strategic Planning • Inventory and assess current funding allocations and categories. • Host one to three planning work sessions with County leadership to discuss allocation methodology and ensure decisions are aligned with the County's overall strategic direction. • Assist the County in strategizing allowable uses of the funding available. • Assist in the development or updating of a documented strategic plan and a clear roadmap for utilizing the ARPA funds received. • Research potential grant and funding sources to leverage the funding received to maximizing impact, as appropriate. Grant Administration and Compliance Monitoring • Assist in related program setup processes such as defining roles and responsibilities, assessing account setup for expenditure tracking, and other setup actions. • Assist in the improvement or development of ARPA grant management policies and procedures, related grant compliance/management checklists, employee training materials, or other key resources to support the County's ARPA compliance and management function. • Assess where the County is with awarding funds to beneficiaries, evaluate supporting documentation available for the funding decisions, and assist the County in obtaining missing documentation or drafting narratives to support decisions made, if needed. If an additional request for application (RFA) is needed, assist in drafting the RFA, establishing scoring and evaluation criteria, evaluate applications, and provide scoring results. • Assist in the development of beneficiary or subrecipient agreement templates. • Support the County's grant administration and reporting function including providing regular reviews of program spending in comparison with the approved budget/plan, assisting in the preparation of required grant reports, and providing other administration and reporting assi *taau.La- .9...... RECEIVED I f r3 ANT COUNTY COMMISSIONERS Master Services Agreement Statement of Work Grant County, Washington September 27, 2022 Page 2 of 3 • Provide routine advisory services on allowable uses of the funds. • Provide guidance on documentation requirements to help support compliance with treasury guidance and applicable federal regulations. • Perform research and provide guidance related to various ARPA SLFRF reporting and other requirements of administering the funds received. • Provide ongoing monitoring support for selected beneficiaries (if required) or subrecipients including. • Inform the County of new grant opportunities, application deadlines, and program guidance available to the County through ARPA. We will perform the services in accordance with Standards for Consulting Services established by the American Institute of Certified Public Accountants. Accordingly, we will provide no opinion, attestation, or other form of assurance with respect to our work or the information upon which our work is based. The procedures we will be performing will not constitute an examination or a review in accordance with generally accepted auditing standards or attestation standards. Schedule: The overall timing of services will depend on County needs for advisory services. The timing of services will also depend on the availability of key County personnel and the general timing of this work in relation to other relevant work impacting the County and Moss Adams. Limitations: Our services will be based, in part, on your books and records, and we will rely on you to ensure that we are provided accurate and verifiable data. Please be advised that we will not audit or perform third -party verification of the underlying data. Accordingly, we will not express a conclusion or provide any other form of assurance on the completeness or accuracy of the information. Moss Adams may report to your compliance officer or, if no compliance officer has been appointed, the deputy county administrator, any compliance concerns identified during the course of performing these services. You agree to take responsibility for pursuing appropriate action on any such items that we identify. Your Responsibilities: The overall definition and scope of the work to be performed is the County's responsibility. We will report to and take direction from your appointed project liaison. The County is responsible for the implementation of actions identified during this engagement and the results achieved from using any services or deliverables. We have not been engaged to and will not perform management functions, make management decisions, act, or appear to act in a capacity equivalent to that of an employee. The County remains responsible for the prior implementation and operation of an adequate internal control system and compliance program. The County will be responsible for making all management decisions. Management decisions may include what methodologies are selected and how the County will ensure compliance; however, we will provide recommendations throughout, but the ultimate decisions will be made by management. Management will be responsible for providing all requested background information, funding agreements, samples for testing (if applicable), and other items requested throughout the phases described above. Responsibility for Financial Statements: You are fully responsible for your financial statements, including the establishment and maintenance of adequate records and effective internal controls over financial reporting. Moss Adams assumes no responsibility to provide you with assurance about the accuracy of financial statements, or whether such financial statements are free of misstatements due to fraud or in compliance with applicable laws or regulations. Master Services Agreement Statement of Work Grant County, Washington September 27, 2022 Page 3 of 3 Charges for Services: Given the exact level of service is unknown, fees will be invoiced on a monthly basis, based on the actual hours and associated fees incurred. We estimate that the fees for these services will be up to a range of $180,000 to $270,000, dependent on the final scope of services needed. After the initial work session is completed, and the services needed are more definitively defined, we can provide a detailed budget estimate, by specific task/service needed, and work with the County to select which specific services we will go forward with. You will also be billed for expenses. During project planning, as described above, we will assist the County in defining the level of on-going services needed and the specific tasks that the County needs assistance with. We will be able to provide an estimated budget, by service/task, for the County to utilize in deciding which services/tasks to proceed with. If the County requests services that are beyond the scope described above, and the fees are expected to exceed the defined range above, we will provide an additional statement of work to define the estimated additional fees, scope, and schedule of the expanded services. Our timing will be mutually agreed upon with management. Additional services, extended delays, and out of scope work will be billed at our standard hourly rates. Expenses will be billed separately at cost. The efficient and timely completion of the services is based on the anticipated cooperation from your personnel, the expectation that your records will be in good order, and the assumption that unexpected circumstances will not be encountered. If we find that significant additional time is likely to be necessary to complete our services, we will discuss it with you and arrive at a new fee estimate before we incur significant additional fees or costs. Our invoices include a flat expense charge, calculated as five percent (5%) of fees, to cover expenses such as copying costs, postage, administrative billable time, report processing fees, filing fees, and technology expenses. Travel expenses and client meals/entertainment expenses will be billed separately and are not included in the 5% charge. This SOW is effective as of the date set forth above. ACCEPTED AND AGREED: GRANT COUNTY, WASHINGTON Signature: Print Name: Officer Title: MOSS ADAMS LLP Signature: =a Print Name: Halie Garcia Title: Director Client: 623865 v. 1/13/2022