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  1. 1. Pickens County REQUEST FOR PROPOSAL AUDIT SERVICES Read all parts of this proposal package thoroughly. Follow all instructions exactly as written. Return all paperwork requested. Sign all documents as required. Submit your complete package on or before the date required, before the time requested. Failure to comply with the above could result in your proposal being declared non-responsive and may result in your Proposal not being considered. ALL QUESTIONS SHOULD BE ADDRESSED TO THE PERSON LISTED IN BLOCK 3 OF THE “SOLICITATION OFFER AND AWARD FORM” PRIOR TO COMPLETING AND SUBMITTING THE PROPOSAL. Purchasing Director or Signature of Proposer: Date: Authorized Representative: Steve Grant, Purchasing Director
  2. 2. PICKENS OFFER AND AWARD FORM PICKENS COUNTY PURCHASING, PICKENS, SOUTH CAROLINA 29671 REQUEST FOR SOLICITATIONS, OFFER AND AWARD ********************************************Solicitation Information**************************************** 1. SOLICITATION: # 027-08 Brief Description: 2. ISSUE DATE: FEBRUARY 6, 2009 3. FOR INFORMATION CALL: AUDIT SERVICES Name: Steve Grant Phone: (864) 898-5923 5. SUBMIT PROPOSAL TO: See “Submission of proposal” clause in Section “1” for proposal submission instructions. Pickens County Purchasing Department 222 McDaniel Ave B-3 Pickens, SC 29671 6. Submission Deadline: Date: February 26, 2009 Time: 2:00 p.m. 7. Submit Sealed Proposal: (4) four originals 8. Firm Offer Period: Proposals submitted shall remain firm for a period of one hundred and twenty (120) calendar days from date specified in block 6. >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>Offer (To be completed by Proposer)<<<<<<<<<<<<<<<<<<<<<<<<<<<< 9. BUSINESS Woman Business Enterprise CLASSIFICATION (Check Appropriate Box) Minority Business Enterprise Disadvantaged Business Enterprise 10. Additional Information: In compliance with above, the undersigned agrees, if this proposal is accepted within the period specified in Block 8 above, to furnish any or all other further information requested by Pickens County. 11. Proposers name and address (Type or print): 12. Name & Title of Person Authorized to sign the Proposal. (Type or Print): 13. Proposer’s Signature & Date e-mail : Telephone # Fax # Federal Identification #: >>>>>>>>>>>>>>>>>>>>>>>>>>AWARD (To be completed by Pickens County)<<<<<<<<<<<<<<<<<<<<<<<< 14. Total amount of award: 16. Successful Proposer: 17. Purchasing Director or Authorized 18. Signature: 19. Award date: Representative: Steve Grant 2
  3. 3. SECTION I INFORMATION FOR PROPOSERS 1. DEFINITIONS: a) Pickens County hereinafter will be referred to as “County”. b) “Purchasing Director” shall be the person occupying the position of the Purchasing Director. c) “Proposer” shall be any firm submitting a proposal for the pending solicitation. d) All references to days in this solicitation mean calendar days, unless otherwise stated. e) All references to “shall”, “must”, and “will” are to be interpreted as mandatory language. f) Request for Proposals is a procurement method selected for this pending solicitation and will be referred to as the “RFP”. g) “Successful Proposer” shall be the successful Proposer with whom the audit agreement is entered by County. 2. PURPOSE AND COUNTY INFORMATION a) PURPOSE OF THE RFP 1. Under South Carolina law, Pickens County Council (“County Council”) must provide for an independent annual audit of all financial records and transactions of the County to be made by a certified public accountant (or firm of such accountants), possessing a certification as a Certified Fraud Examiner and who has no personal interest, direct or indirect, in the fiscal affairs of the County government or its officers. The audit shall be conducted as soon as possible after the close of the fiscal year. 2. This RFP has been compiled for the purpose of providing information, requirements, guidelines, specifications, and other data that can be used by Proposers who wish to submit a proposal for consideration. All proposals must address the audit services detailed herein. b) ABOUT PICKENS COUNTY Pickens County serves a population of approximately 115,000 under a Council/Administrator form of government as provided in Title 14 of the 1962 code of Laws of South Carolina as amended (Home Rule Act). The County Fiscal Year is July 1 to June 30. Total revenues for fiscal year 2008 were over $58 million and expenditures were over $50 million. The reporting entity includes all offices of elected County officials, including Clerk of Court, Probate Court, Coroner, Auditor, Treasurer, and Sheriff, as well as the administrative offices of the County. County Council is responsible for legally enacting the annual budget for all funds by the passing of an ordinance. Budgeted revenues, appropriations, and encumbrances are incorporated into the accounting system. The County maintains approximately 30 bank accounts including 13 for the 3
  4. 4. various Fire Districts. In addition, the Magistrates and the Clerk of Court have several bank accounts that are treated as Agency Funds. Accounts Receivable consist of property taxes receivable, Emergency Medical Services receivables, amounts due from other governments for revenue sharing and grants, and amounts due from other municipalities for landfill and sewer services. Pickens County employs approximately 500 full-time and 100 part-time employees. Pickens County uses MUNIS accounting software for General Ledger, Payroll, Accounts Payable, Fixed Assets, Purchasing and Cash Receipts. The Treasurer’s Office is responsible for the collection, receipting and recording of cash receipts and investments. The Finance Department is responsible for the processing of payroll, accounts payable and general ledger transactions. McAbee, Talbert, Halliday & Company performed the most recent audit covering the fiscal year ended June 30, 2008. The audit report dated December 19, 2008 was unqualified in all material respects. c) PROJECT GOALS 1. The County expects the Successful Proposer to provide the County with services and benefits as itemized in Exhibit A of Section IV of this RFP. 3. INSTRUCTIONS a) Proposals shall be publicly received and the name of the submitting parties shall be recorded at the time and place indicated by the Advertisement of this solicitation. Proposals shall be made in the official name of the firm or individual under which business is conducted (showing official business address) and shall be signed in ink by a person duly authorized to legally bind the person, partnership, company or corporation submitting the proposal. In addition, the Federal Identification Number (FEIN) or in it’s absence, the Social Security Number of the individual issuing the invoices, must be included. b) Proposer(s) shall include all applicable requested information and are encouraged to include any additional information they wish to be considered. c) Four (4) original sealed proposals clearly marked: “027-08-Audit Services” shall be submitted in an enclosed and secured envelope/container. A decal must be affixed to the lower left hand corner of the envelope/container containing the proposal with the name and address of the sender, and shall be addressed to the Purchasing Department, 222 McDaniel Ave B-3 Pickens, S.C. 29671. d) Proposals shall be accepted until 2:00 p.m., Thursday, February 26, 2009. Proposals received after the above date and time shall not be considered. e) In the event that a proposal is unintentionally opened prior to the official time set for the opening, the employee opening such a proposal shall immediately sign the envelope, state his position/title and deliver it to the Purchasing Director. f) All prices and quotations shall be entered in ink or type written, and shall remain firm for not less than one hundred twenty (120) calendar days from date of proposal. Mistakes may be crossed out and corrections inserted adjacent thereto, and shall be initialed in ink by the person 4
  5. 5. signing the proposal. g) The County shall not accept responsibility for unidentified proposals. h) For additional information, please contact Steve Grant (864) 898-5923. i) The County shall not be liable for any costs associated with the preparation of responses to this solicitation; therefore, all costs shall be borne by the Proposer. j) In case of non-appropriation of funds, the County may terminate the contract in whole or in part without further obligation to the Proposer. k) It is the intent and purpose of Pickens County that this solicitation promote competition. It shall be the Proposer’s responsibility to advise the Purchasing Director, in writing, if any language, requirements, etc., or any combination thereof, inadvertently restricts or limits this solicitation to a single source. Such notification shall be submitted in writing, and must be received by the Purchasing Director at least five calendar (5) days prior to proposal receipt date. A review of such notification shall be made by the Purchasing Director. l) Every effort has been made to ensure that all information needed is included in this document. If the Proposer finds that he/she cannot complete his/her response without additional information, he/she may submit written questions to the issuing office on or before the deadline set forth herein. No further questions will be accepted after that date. m) Proposal preparation must follow the directions below: 1. All proposals shall be complete and carefully worded, and must convey all of the information requested by the County. If significant errors are found in the proposal, or if the proposal fails to conform to the essential requirements of the RFP, the County and the County alone, will be the judge as to whether that variance is significant enough to reject the proposal. 2. Proposals are to be prepared simply and in a manner designed to provide the County with a straightforward presentation of the Proposer’s capability to satisfy the requirements of this RFP. The Proposer’s proposal must, therefore, follow the RFP format, utilizing the same section titles and paragraphs. 3. Each copy of the proposal should be bound in a single volume where practical. If your proposal includes any comments over and above the specific information requested in our RFP, you are to include this information as a separate appendix to your proposal. n) Proposals must be clearly marked “Confidential” for each part of the proposal that is considered to be proprietary information that could be exempt from disclosure under Section 30- 4-40, Code of Laws of South Carolina, 1976 (1986 Cum Supp.) (Freedom of Information Act). If any part is designated as “Confidential”, there must be attached to that part an explanation of how this information fits within one or more categories listed in Section 30-4-40. The County reserves the right to determine whether this information should be exempt from disclosure. o) Pricing data shall be submitted along with the response to this RFP on the Proposal Form in Section III of this package. 5
  6. 6. p) Contractual engagement and designation shall remain in force for three (3) years, equivalent to one thousand ninety five (1,095) calendar days, with the parties having the right to extend the agreement by mutual agreement, on a year-to-year basis for three (3) additional one year renewal terms. q) A Request for Proposals may result in additional negotiations. To maintain the integrity of the procurement process, all contacts and discussions shall be directed to the Purchasing Director. r) Verbal comments or discussions by County personnel relative to this solicitation shall not be binding on County. 4. EVALUATION AND AWARD CRITERIA a) A duly appointed Evaluation Team will conduct proposal evaluations. Team members shall assign ratings to each proposal based upon the evaluation criteria set forth in Exhibit A attached hereto. The County reserves the right to request any one of the top three ranking firms or all three to appear for oral interviews in order to further evaluate qualifications. b) Once the Successful Proposer has been selected, a Letter of Award will be transmitted to the Successful Proposer. The County is not obligated to accept the lowest cost proposal. The award of the contract will be made to the Proposer providing the most responsive, responsible offer that provides the best overall value and cost. This award will take into consideration soundness and flexibility of the proposal, functional capability, quality of performance and service, the time specified in the proposal for the performance of the contract, ability to provide support, overall cost, and the Proposer’s references. The County reserves the right to reject all proposals or accept such proposals, as appears in its own best interest, and to waive technicalities or irregularities of any kind in the proposal. c) AWARD CRITERIA During the evaluation, Evaluation Team members will award points for each proposal for specified criteria with a maximum of ten points for each criterion. The maximum score is 40 points. The four evaluation criteria are set forth on Exhibit A attached hereto. 5. GENERAL INFORMATION AND REQUIREMENTS a) AFFIRMATIVE ACTION. The Successful Proposer shall take affirmative action in complying with all Federal, State and County requirements concerning fair employment, employment of the handicapped, and concerning the treatment of all employees, without regard to or discrimination by reasons of race, color, sex, religion, national origin and/or physical handicap. b) AMBIGUOUS OFFERS. Proposals that are uncertain as to terms, delivery, compliance requirements, and/or specifications, may be rejected or otherwise disregarded. 6
  7. 7. c) AMENDMENTS. All amendments to and interpretations of this solicitation shall be in writing and signed by the County. Any amendments or interpretations that are not signed and in writing shall not legally bind the County or its agents. It is the Proposer’s responsibility to acknowledge receipt of amendments by signing and returning one (1) copy of the amendment by letter or fax to the Purchasing Director. d) ASSIGNMENT OF CONTRACT. No contract may be assigned, sublet, or transferred without written consent of the Purchasing Director. This RFP package, the negotiated results documented in writing, and the winning Proposer’s proposal shall constitute the entire contract. e) AWARDING POLICY. The award of the contract shall be made in accordance with provisions of the Code of Ordinances of Pickens County, South Carolina, to the responsive, responsible Proposer whose proposal is determined to be the most advantageous to the County based on the criteria discussed above. However, the right is reserved to reject any and all proposals received and in all cases, the County shall be the sole judge as to whether a Proposer’s proposal has or has not satisfactorily met the requirements of this RFP. f) COMPLETE DOCUMENTS. All supplementary documents and attachments are essential parts of this contract and requirements occurring in one are as binding as though occurring in all. g) CONTRACT ADMINISTRATION. Questions or problems arising after award of this contract shall be directed to the Purchasing Director, 222 McDaniel Ave B-3, Pickens, South Carolina 29671, or at h) CONTRACT TERM. The initial term of the Audit Agreement shall be for three years, with the option to renew for three additional one year renewal terms, upon mutual consent of the parties to the contract. i) COVENANT AGAINST CONTINGENT FEES. The Proposer warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Proposer for the purpose of securing business. For breach or violation of this warranty, the County shall have the right to annul this contract without liability or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. 7
  8. 8. j) DEFAULT. In case of default, the County reserves the right to purchase any or all services in open market, charging Proposer with any excess costs. Should such charges be assessed, no subsequent Proposals of the defaulting Proposer shall be considered until the assessed charges have been satisfied. k) DISCUSSIONS. By a submission of a response to this solicitation, Proposer agrees that during the time following issuance of the solicitation and prior to final award of contract, Proposer shall not discuss this procurement with any party except the Purchasing Director. Proposer shall not attempt to negotiate with any other parties, and shall not discuss any aspects of the procurement without prior written approval of the Purchasing Director. l) DRUG FREE WORKPLACE ACT. It is the intent of Pickens County to comply with the requirements set forth in Title 44, Code of Laws of South Carolina, 1976, Chapter 107, and shall apply to all procurement actions involving an award for FIFTY THOUSAND dollars, ($50,000.00) or more. Proposers shall be required to execute a statement certifying that they understand and are in full compliance with the Drug Free Workplace Act, a copy of which is attached hereto as Exhibit C. Failure to comply with this requirement shall result in rejection of an offer. m) EXPLANATION TO PROSPECTIVE PROPOSERS. Any prospective Proposer desiring an explanation or interpretation of the solicitation, shall request in writing, five (5) days prior to proposal receipt date, which will allow a reply to reach all respective Proposer(s) before submission of their proposal. Oral explanations and/or instructions given before the award of the contract shall not be binding. Any information given to a prospective Proposer about this solicitation shall be promptly furnished to other prospective Proposer(s) as an amendment, if that information is necessary in submitting proposals or if the lack of it would be prejudicial to other prospective Proposer(s). n) EXAMINATION OF RECORDS. The Pickens County Administrator or his duly authorized representative(s), and/or duly authorized representative from the Purchasing Department shall until three (3) years after final payment under this contract, have access to and the right to papers and other records involving transactions related to this contract. o) FAILURE TO SUBMIT PROPOSAL. Recipients of this solicitation not responding with a proposal should return the “No Proposal” form attached as Exhibit D hereto. If a recipient does not submit a proposal or fails to respond by submitting a “no proposal” for three (3) consecutive proposals for the same commodity, they shall be removed from the applicable Proposer list. 8
  9. 9. p) FORCE MAJEURE. The Proposer shall not be liable for any excess costs if the failure to perform the contract arises out of cause beyond the control and without the fault or negligence of the Proposer. Such causes may include, but are not restricted to acts of God or of the public enemy, acts of the Government in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, and unusually severe weather. In every case the failure to perform must be beyond the control of the Proposer and without fault or negligence of the Proposer. The Proposer shall not be liable for any excess costs for failure to perform due to a force majeure, unless supplies or services to be furnished by Proposer were obtainable from other sources in sufficient time to permit the Proposer to meet the required delivery schedule. q) IMPROPER INFLUENCE. 1. The Purchasing Director is the person occupying the position of the Purchasing Director. He is the only authorized “Agent” of the County, and he is responsible for all contractual affairs related to the contract. The Purchasing Director shall appoint, in writing, a technical representative to help him monitor performance. This individual shall be a county employee and hereinafter referred to as the Purchasing Officer Representative (POR). The Proposer must use this chain of communications at all times on all aspects of this contractual relationship. 2. Soliciting of special interest groups or appointed and elected officials with the intent to influence contract awards or to overturn decisions of the Purchasing Director is hereby prohibited. Violation of this provision may result in suspension or debarment. Aggrieved Proposers are encouraged to follow County procedures on any matter related to this contract. r) INDEMNIFICATION. Contractor shall indemnify, defend and hold harmless the County, its employees, and directors, each from and against all loss, damage, claims, and actions, and all expenses incidental to such claims or actions, including but not limited to liability as a result of injury to or death of any person, based upon or arising out of damage to property or injuries to persons or other tortuous acts caused or contributed to by the Proposer or anyone acting under its direction or control or in its behalf in the course of its performance under this agreement, and directly or indirectly caused, in whole or in part, by acts or omissions, negligence or otherwise, of Proposer or an agent of the Proposer or an employee of anyone of them, regardless of the negligence of the County or its employees, be it active or passive, except where such loss, cost, damage, claim, expense, or liability arises from the sole negligence or willful misconduct of County. Upon request of the County, Proposer shall, at no cost or expense to the County, defend any suit asserting a claim for any loss, damage or liability specified above, and Proposer shall pay any cost and attorneys’ fees that may be incurred by the County in connection with any such claim or suit or in enforcing the indemnity granted above. s) PROPOSER’S QUALIFICATIONS. Proposals shall be considered only from Proposer(s) who are regularly established in the business called for, and who in the judgment of the County are financially responsible and able to show evidence of their reliability, ability, experience, facility and personnel directly employed or supervised by them. Proposer must be able to render prompt and satisfactory service in the 9
  10. 10. volume called for under this contract. County may make such investigation, as it deems necessary to determine the ability of the Proposer to perform the work. The Proposer shall furnish to the County all such information and data as the County may request, including, if requested, a detailed description of the method and program of the work which the Proposer proposes to use. The County reserves the right to reject any proposal if the evidence submitted by, or investigation of, such Proposer fails to satisfy the County that such Proposer is properly qualified to carry out the obligations of the contract and to complete the work contemplated therein. Conditional proposals will not be accepted. t) PROPOSER’S RESPONSIBILITY. Each Proposer shall fully acquaint himself/herself with conditions relating to the scope and restrictions attending the execution of the work under the conditions of this solicitation. The failure or omission of a Proposer to acquaint itself with existing conditions shall in no way relieve the Proposer of any obligation with respect to this solicitation or contract. u) PROHIBITION OF GRATUITIES. Section 8-13-720, as amended, of the 1976 Code of Laws of South Carolina states: “WHOEVER gives or offers to any public official or public employee any compensation including a promise of future employment to influence his action, vote, opinion or judgment as a public official or public employee or such public official solicits or accepts such compensation to influence his action, vote, opinion, or judgment shall be subject to the punishment as provided by Section 16-9-210 and Section 16-9-220. The provisions of this section shall not apply to political contributions unless such contributions are conditioned upon the performance of specific actions of the person accepting such contribution nor shall they prohibit a parent, grandparent or relative from making a gift to a child, grandchild or other close relative for love and affection except as hereinafter provided.” v. PUBLICITY RELEASES. Proposer agrees not to refer to award of this contract in commercial advertising in such manner as to state or imply that the products or services provided are endorsed or preferred by the County. w. REJECTION. 1. Any proposal that fails to conform to the essential requirements of the Request for Proposals (RFP) shall be rejected. 2. Any proposal that does not conform to the applicable specifications shall be rejected unless the RFP authorized the submission of alternate Proposals and the supplies offered as alternates meet the requirements specified in the invitation. 3. Any proposal that fails to conform to the delivery schedule or permissible alternates stated in the RFP shall be rejected. 4. A proposal shall be rejected when the Proposer imposes conditions that would modify requirements of the invitation or limit the Proposer’s liability to the County, since 10
  11. 11. to allow the Proposer to impose such conditions would be prejudicial to other Proposers. For example, Proposals shall be rejected in which the Proposer: (i) Protects against future changes in conditions, such as increased costs, if total possible costs to the County cannot be determined; (ii) Fails to state a price. 5. A low Proposer may be requested to delete objectionable conditions from a proposal provided the conditions do not go to the substance, as distinguished from the form of the proposal, or work an injustice on other Proposers. A condition goes to the substance of a proposal where it affects price, quality, or delivery of the items offered. 6. Any proposal may be rejected if the Purchasing Director determines in writing that it is unreasonable as to price. Unreasonableness of price includes not only the total price of the proposal, but the prices for individual line items as well. 7. Any proposal may be rejected if the prices for any line items or sub-line items are materially unbalanced. 8. Proposals received from any person or concern that is suspended, debarred, proposed for debarment or declared ineligible as of the proposal opening date shall be rejected unless a compelling reason determination is made. 9. The Purchasing Director must reject low Proposals received from concerns determined to be non-responsible. 10. The originals of all rejected Proposals, and any written findings with respect to such rejections, shall be preserved with the papers relating to the acquisition. 11. After submitting a proposal, if all of a Proposer’s assets or that part related to the proposal are transferred during the period between the proposal opening and the award, the transferee may not be able to take over the proposal. Accordingly, the Purchasing Director shall reject the proposal unless merger, operation of law effects the transfer or other means not barred by law. x. SEVERABILITY. If any term of provision of any contract resulting from this solicitation shall be found to be illegal or enforceable, notwithstanding any such legality or enforceability, the remainder of said contract shall remain in full force and effect, and such term or provision shall be deemed to be deleted and severable there from. y. STATEMENT OF COMPLIANCE AND ASSURANCES. 1. Proposer(s) to be eligible for consideration shall be required to certify in writing, that the firm or agency represented in the proposal submitted, complies with all applicable federal and state laws/regulations and County ordinances. 11
  12. 12. 2. Proposer(s) shall be required to provide with each proposal, a written assurance of non-collusion and understanding and acceptance of any and all provisions stated in this contract. 3. A statement of Compliance and Assurance, a copy of which is attached as Exhibit B hereto, along with other statements and certifications shall be provided to Proposers and be part of each solicitation and shall be part of this contract. z. SOUTH CAROLINA LAW CLAUSE. Upon award of a contract under this solicitation, the person, partnership, association, or corporation to whom the award is made, must comply with the laws of South Carolina, which require such person or entity to be authorized and/or licensed to do business in this state. By submission of this signed proposal, the Proposer agrees to subject itself to the jurisdiction and process of the courts of the State of South Carolina, as to all matters and disputes arising or to arise under the contract and the performance thereof, including any questions as to the liability of taxes, licenses or fees levied by the State/County. aa. SUBCONTRACTS. PROPOSER shall not subcontract work hereunder without the prior written consent of the County, and any such subcontract without consent of the County shall be null and void. If Proposer proposes to subcontract any of the work hereunder, it shall submit to the County the name of each proposed Subcontractor(s), with the proposed scope of work, which its Subcontractor is to undertake. The County shall have the right to reject any Subcontractor which it considers unable or unsuitable to satisfactorily perform its duties. Proposer shall not enter into any cost reimbursable contracts with any proposed Subcontractor without County’s prior written authorization. Notwithstanding any consent by the County to a proposed subcontract, Proposer shall remain responsible for all subcontracted work and services. Proposer agrees it shall be as fully responsible to the County for the acts and omission of its Subcontractors, their agents, representatives, and persons either directly or indirectly employed by them as it is for the acts and omissions of persons directly employed by Proposer. Neither this provision, this contract, the County’s authorization of Proposer’s agreement with Subcontractor, County’s inspection of a subcontractor’s facilities or work, or any other action taken by the County in relation to a Subcontractor shall create any contractual relationship between any Subcontractor and the County. Proposer shall include in each of its subcontracts a provision embodying the substance of this provision and shall exhibit a copy thereof to the County before commencement of any work by a Subcontractor. Proposer’s violation of this provision shall be grounds for the County’s termination of this contract for default, without notice or opportunity for cure. In addition, Proposer indemnifies and holds the County harmless from and against any claims (threatened, alleged, or actual) made by any Subcontractor (of any tier) for compensation, damages, or otherwise, including any cost incurred by the County to investigate, defend, or settle any such claim. bb. WAIVER. The County reserves the right to waive any provisions of the General Conditions or specification deviations. cc. WITHDRAWAL OF PROPOSALS. 12
  13. 13. Any Proposer may withdraw his proposal prior to the closing time schedules for the receipt of proposals. The undersigned Proposer has read and understands the provisions contained herein and agrees to be bound by same. PROPOSER By: Name: Its: 13
  14. 14. EXHIBIT A EVALUATION CRITERIA Pickens County, shall evaluate each written proposal, determine whether oral discussions are necessary, then based on the content of the written proposal and any oral discussion, select the firm best qualified for the project and which is most advantageous to the County, based on the following factors listed below in order of importance: a. The breadth and depth of the firm’s experience in conducting similar assignments, specific experience of the proposed team, independence of the firm, and the satisfaction of recent clients. b. The quality and responsiveness of the audit work plan. c. The cost of the services to be provided to include the fee for the audit and the fee to be charged for management consulting services. d. Local preference. Representatives of the County will evaluate individual proposals. Any firm determined to be technically unqualified, or whose proposal is deemed unresponsive, will not be considered further. 14
  15. 15. EXHIBIT B Statement of Assurance, Compliance, and Non-Collusion State of ) County of ) , being first duly sworn, deposes and says that: (1) The undersigned, as Proposer, certifies that every provision of this proposal have been read and understood. (2) The Proposer hereby provides assurance that the firm represented in this proposal: (a) Shall comply with all requirements, stipulations, terms and conditions as stated in the proposal/proposal document; and (b) Currently complies with all Federal, State, and local laws and regulations regarding employment practices, equal opportunities, industry and safety standards, performance and any other requirements as may be relevant to the requirements of this solicitation; did not participate in the development or drafting specifications, requirements, statement of work, etc. relating to this solicitation; and (c) Is not guilty of collusion with other Proposers possibly interested in this proposal in arriving at or determining prices and conditions to be submitted; and (d) No person associated with Proposer’s firm is an employee of Pickens County. Should Proposer, or Proposer’s firm have any currently existing agreements with the County, Proposer must affirm that said contractual arrangements do not constitute a conflict of interest in this solicitation; and (e) That such agent as indicated below, is officially authorized to represent the firm in whose name the proposal is submitted. Name of Firm: Name of Agent: Signature & Title: Address: City, State & Zip: Telephone: Subscribed and sworn to me this day of , 2008. My commission expires:____________. Title______________ 15
  16. 16. EXHIBIT C RFP #027-08, AUDIT SERVICES DRUG FREE WORKPLACE ACT STATEMENT The undersigned hereby certifies that he/she understands and is in full compliance with the requirements set forth in Title 44, Code of Laws of South Carolina, 1976, Chapter 107, Paragraph 47, as set forth in item 41 of the general conditions of this solicitation. Name of Company: __________________________________________ Signature: __________________________________________ Title: __________________________________________ Date: ___________________ Subscribed and sworn to me this day of , 2008. My commission expires:____________ (Title) 16
  17. 17. EXHIBIT D RFP No. 027-08, AUDIT SERVICES NO RESPONSE If a “No Proposal” is to be submitted, please check the appropriate box(es) below and return this form, prior to the proposal opening date, to: Pickens County Purchasing Department 222 McDaniel Ave., B-3 Pickens, SC 29671 Cannot respond to this solicitation due to the following reason: Do not sell or provide the requested goods or services Cannot comply with specifications/statement of work Specifications/statement of work is unclear Cannot meet delivery or period of performance Delivery/period of performance is unreasonable Cannot meet the bond requirements Not enough time to prepare proposal Plan to subcontract Job is too large Job is too small Other(please specify) __________________________________ ____________________________________________________ ____________________________________________________ Company: _______________________________________ Signature: _______________________________________ Title: _______________________________________ Phone/Fax: _______________________________________ 17
  18. 18. SECTION II INFORMATION REQUIRED OF PARTY MAKING THE PROPOSAL THIS SECTION MUST BE FULLY COMPLETED The party making the Proposal shall furnish all the following information accurately and completely. Failure to comply with this requirement will render the Proposal informal and may cause its rejection. Additional sheets may be attached if necessary. "You" or "Your" as used herein refers to the Party making the Proposal's firm and any of its owners, officers, directors, shareholders, parties or principals. County has discretion to request additional information depending on the Project. 1. Firm name and address: 2. Telephone No.: 3. Type of Entity: (check one) Individual ____ Partnership ____ Corporation ____ Limited Liability Company ____ Other 4. License No. (if any) _______________________________ Class:_____________________________ Name of license holder 5. Have you or any of your principals ever been licensed under a different name or different license number? ______ Response must include information pertaining to principals' association outside of the firm. If Yes, give name and license number: 6. Names and titles of all principals of the firm: 18
  19. 19. 7. Number of years as a Vendor in the industry: 8.. Has your firm or any of its principals defaulted so as to cause a loss to a surety? Response must include information pertaining to principals' association outside of the firm. ________ If the answer is "Yes," give dates, names and address of surety and details. 9. Have you or any of your principals been assessed damages for any audit in the past three (3) years? Response must include information pertaining to principals' association outside of the firm. ________ If Yes, explain: 10. Have you or any of your principals been in litigation or arbitration or a dispute of any kind on a question or questions relating to an audit during the past three (3) years? Response must include information pertaining to principals' association outside of the firm. _______ If Yes, provide name of public agency and details of the dispute. 19
  20. 20. 11. Have you or any of your principals ever failed to complete a an audit in the last three (3) years? Response must include information pertaining to principals' association outside of the firm. ______ If so, give details: 12. Do you now or have you ever had any direct or indirect business, financial or other connection with any official, employee or consultant of the County? _____ If so, please elaborate. . 13. List of References - Audits of similar nature within the last three (3) years. County has discretion to require more than three (3) references. 1. Name: Address and Telephone: Contact Person: 20
  21. 21. Type of Project: Dates of commencement and completion of Project: Contract Amount: 2. Name: Address and Telephone: Contact Person: Type of Project: Dates of commencement and completion of Project: Contract Amount: 3. Name: Address and Telephone: Contact Person: Type of Project: Dates of Commencement and completion of Project: Contract Amount: 21
  22. 22. Describe the size, extent of customization and completion time for similar projects. 16. Supplier Profile and Experience The Vendor profile should contain an overview of the Vendor’s organization and qualifications to provide the requested services. Be sure to include any relevant comparisons to the size, structure, timing, etc. Place Profile Here: In addition to this overview, detailed Vendor profile information should be provided in bold type underneath each of the following questions: 22
  23. 23. a. Where is the Vendor’s nearest office to Pickens, SC? b. Name(s) and bios of person(s) who will serve as our contact. c. How many employees are in your company? I certify and declare under penalty of perjury under the laws of the State of South Carolina that the foregoing Information Required of the Party Making the Proposal provided by me herein is true and correct. Executed this ____ day of ____________, 20___, at ______________________, ____________. Company Signature Print Name Title 23
  24. 24. SECTION III PICKENS COUNTY AUDIT PROPOSAL FORM Name of Party making the Proposal: _______________________________ To: Purchasing Director for Pickens County 1. Pursuant to the Notice Calling for Proposals and the other Proposal documents contained in the Proposal package, the undersigned party making the Proposal, having become familiarized with the Audit Agreement, provided in Section IV of the Proposal Package, and having conducted a thorough inspection and evaluation of the local conditions affecting the performance of the work and the cost of the work at the location where the work is to be done, hereby proposes and agrees to be bound by all the terms and conditions of the Audit Agreement and agrees to perform, within the time stipulated, the work to be performed hereunder at the pricing set forth herein, including everything required to be performed, and to provide and furnish and pay for any and all of the labor, materials, tools, expendable equipment, and all applicable taxes, utility and transportation services necessary to perform the work and complete in a good workmanlike manner all of the work required in connection with the following: Project: Pickens County Audit Project No.: 027-08 Proposal Items for consideration, which clarifies and expands the evaluation criteria in Exhibit A of Section I, is as follows: I. Firm’s experience, size and independence. A. Independence, Quality Control, and Nondiscrimination 1. Affirm on an addendum to this proposal that the Proposer meets the latest revision of the independence standards of the American Institute of Certified Public Accountants and the Government Auditing Standards, published by the U.S. General Accounting Office. In particular, auditors must consider the following: • Auditor must ensure that they conduct their audits objectively and can report their findings, opinions, and conclusions objectively. • Auditor must be free from personal and external impairments to independence, should be organizationally independent, and should maintain an independent attitude and appearance. • Auditor must maintain their independence so that opinions, conclusions, judgments, and recommendations will be impartial and will be viewed as impartial by knowledgeable third parties. • Auditor must explain whether there is anything about their situations that might lead others to question their independence. Auditor must consider three general classes of impairments to independence--personal, external, and organizational. If any of these impairments affects an auditor's ability to do the 24
  25. 25. work that auditor should either decline to perform the audit, or in those situations where that auditor cannot decline to perform the audit, the impairment(s) must be reported in the scope section of the audit report. The Proposer is responsible for having policies and procedures in place to help determine if their auditors have any personal impairment. Managers and supervisors need to be alert for personal impairments of their staff members. Auditors are responsible for notifying the County if they have any personal impairment. These impairments apply to individual auditors, and to the auditing firm. Personal impairments may include, but are not limited to, the following: • Official, professional, personal, or financial relationships that might cause an auditor to limit the extent of the inquiry, to limit disclosure, or to weaken or slant audit findings in any way; • Preconceived ideas toward individuals, groups, organizations, or objectives of a particular program that could bias the audit; • Previous responsibility for decision-making or managing an entity that would affect current operations of the County; • Biases, including those induced by political or social convictions that result from employment in, or loyalty to, a particular group, organization, or level of government; • Subsequent performance of an audit by the same individual who, for example, had previously approved invoices, payrolls, claims, and other proposed payments of the County; concurrent or subsequent performance of an audit by the same individual who maintained the County official accounting records; and • Financial interest that is direct, or is substantial though indirect, in the County. B. Internal quality control program; C. External quality control review program and results; D. Disciplinary actions registered against Proposer and results; E. Affirm that the Proposer does not discriminate in employment of persons upon the basis of race, color, creed, nation origin, sex, age or physical handicap. 2. Governmental audit experience of partner and personnel qualifications of staff, including continuing professional education. (Attach all information requested below as an addendum to your proposal) A. Identify the audit partner(s), who will work on the audit. B. Affirm that the Proposer is a properly licensed Certified Public Accountant. C. In addition, a partner of the Proposer firm must possess credentials as a Certified Fraud Examiner. D. Describe any additional license or certifications attained. Please provide information on personnel to be used on the projects, their qualifications, and past experience with similar projects to include: A. Identify the audit managers, field supervisors and other staff who will work on 25
  26. 26. the audit, including staff from other than the local office. Include relevant experience and continuing education for the staff auditors up to the individual with final responsibility for the engagement. B. Describe any additional license or certifications attained. C. The Auditor meets the continuing education and external quality control review requirements contained in the Government Auditing Standards, published by the U.S. General Accounting Office. D. Proposer must demonstrate knowledge with the new reporting requirements for the annual financial reports of state and local governments in accordance with the Governmental Accounting Standards Board Statement 34 (GASB 34) and Governmental Accounting Standards Board Statement 45(GASB 45). 3. Audit of other South Carolina counties within the past three years. (Attach all information requested below as an addendum to your proposal) A. Performance History: Please provide a comprehensive list of similar projects completed within the last three (3) years involving your firm. B. Affirm that the Proposer does not have a record of substandard audit work. C. List specific references that may be contacted, preferably governmental sector clients. 4. Firm’s experience auditing programs wholly or partially financed by the Federal or State Government. (Attach all information requested below as an addendum to your proposal) For audits completed in accordance with the Single Audit Act, the auditor shall examine the financial systems and records as they relate to the various federal grants and agreements and shall issue auditor’s reports on internal and administrative control and on compliance with federal and state laws and regulations as required by generally accepted auditing standards promulgated by the AICPA. 5. Prior review experience of Comprehensive Annual Financial Reports. (Attach all information requested below as an addendum to your proposal) Can Proposer provide assistance with the GFOA Certificate of Achievement in Financial Reporting? If yes, then describe qualifications to include Comprehensive Annual Financial Reporting formatting and review experience. II. Audit work plan. (Attach all information requested below as an addendum to your proposal) A. Response to the proposal should clearly state an understanding of the work to be performed. B. Appropriateness and adequacy of proposed procedures will be considered. C. Reasonableness of time estimates. D. Timeliness of expected completion and meeting statutory deadline. E. Explain how County staff can be utilized to reduce the cost of Audit. Describe any resource, manpower or logistical assistance required from the County. III. Fee for audit and management consulting services. (Attach all information requested below as an addendum to your proposal) 26
  27. 27. Although cost is a significant factor, it will not be the sole factor. Cost will be given more importance when all the other evaluation criteria are relatively equal. If there is a reason to believe that an unreasonably low proposal has been made it may be rejected. A. How are your fees determined, and how would you propose to minimize them and still maintain your quality standards in this audit? 1. Estimate the total hours, the estimated out-of-pocket costs, and the resulting all- inclusive maximum fee for which the requested work will be done on this Proposal Form. State on this Proposal Form an all-inclusive fee for which the work will be done for the first, second, third, and fourth years. An appendix stating the hourly rates to be charged for each staff classification should be included. All other fees and charges must be included. All fees and charges are subject to negotiations by the County. 2. Can the firm offer ongoing assistance and are they available for other services? If so, please include the hourly rate for such services on the hourly rate appendix to the Proposal Form. 3. Ability of the firm to help improve the County. 4. What is the range of management and other consulting services you can offer without affecting your independence? IV. Local preference. (Attach all information requested below as an addendum to your proposal) A. Number of locally based personnel for audit engagement. B. The locations of the office from which the work is to be done and the number of professional staff, by staff level, employed at the office. all in strict conformity with the Audit Agreement, including all exhibits and Addenda thereto, contained in Section IV of the Proposal package, a copy of which shall be maintained at the office of the Purchasing Director of County for the following Proposal items: Guaranteed Maximum Fee for Audit* (Year 1) $ Guaranteed Maximum Fee for Audit* (Year 2) $ Guaranteed Maximum Fee for Audit* (Year 3) $ Guaranteed Maximum Fee for Audit* (Year 4- First Renewal term) $____________ Guaranteed Maximum Fee for Audit* (Year 5- Second Renewal term) $____________ Guaranteed Maximum Fee for Audit* (Year 6- Third Renewal term) $____________ * Guaranteed Maximum Fee shall include total estimated hourly fees, costs and expenses which shall 27
  28. 28. not be exceeded. Please attach as an addendum hereto a rate sheet reflecting the hourly rates to be charged for each staff classification, including hourly rates for consulting work. Each individual Proposal shall be determined after reviewing the requirements and specifications and all other portions of the Proposal documents, and shall include all items necessary to complete the work, including the assumption of all obligations, duties, and responsibilities necessary to the successful completion of all obligations of the Audit Agreement and all supplies, transportation, facilities, labor, and services required to perform and complete the work, and any and all bonds, insurance and submittals, pursuant to the requirements of the Proposal Package, including, but not limited to, the Audit Agreement and all Proposal Documents, whether or not expressly listed or designated. 2. It is understood that the County reserves the right to reject this Proposal and that this Proposal shall remain open and not be withdrawn for the period specified in the Notice Calling for Proposals. 3. A complete list(s) of proposed sub-contractors, if any, is attached hereto. 4. It is understood and agreed that if written notice of award of contract is mailed, transmitted by facsimile, or delivered to the party making the Proposal after the opening of the Proposal, and within the time this Proposal is required to remain open, or at any time thereafter before this Proposal is withdrawn, the party making the Proposal will execute and deliver to the County the Audit Agreement. and certificates of insurance within ten days of mailing of said notice. The party making the Proposal further agrees that the work under the contract shall be commenced by the party making the Proposal, if awarded the contract, on or before the tenth (10th) day following receipt of County’s Notice to Proceed, and shall be completed by the party making the Proposal in the time specified by the County in the Audit Agreement. 5. Communications conveying acceptance of Proposal, requests for additional information or other correspondence should be addressed to the party making the Proposal at the address stated below. 6. The name(s) of all persons interested in the Proposal as principals are as follows: 7. It is understood and agreed that should the party making the Proposal fail or refuse to return executed copies of the Audit Agreement, Workers Compensation Certificate, and required insurance certificates, to the County within the time specified, the Proposal security shall be forfeited to the County. 8. The undersigned hereby warrants that the party making the Proposal has all required licenses, if any, that such license(s) entitles the party making the Proposal to provide the work, that such license(s) will be in full force and effect throughout the duration of performance under the Vendor’s Agreement, and that any and all sub-vendors to be employed by the undersigned will have appropriate licenses. 28
  29. 29. 9. The party making the Proposal hereby certifies that it is, and at all times during the performance of work hereunder shall be, in full compliance with the provisions of the Immigration Reform and Control Act of 1986 ("IRCA") in the hiring of its employees, and the party making the Proposal shall indemnify, hold harmless and defend the County against any and all actions, proceedings, penalties or claims arising out of the party making the Proposal's failure to comply strictly with the IRCA. 10. It is understood and agreed that if requested by the County, the party making the Proposal shall furnish a notarized financial statement, references, and other information required by the County sufficiently comprehensive to permit an appraisal of the party making the Proposal's ability to perform the contract. 11. The undersigned hereby warrants that all work shall be completed in a timely fashion pursuant to the Audit Agreement. Time is of the essence. 12. The undersigned warrants that the required Non-Collusion Affidavit has been properly executed, notarized and is attached. 13. It is understood and agreed that all change order requests must be submitted in the form set forth as an Addendum to the General Conditions of the Audit Agreement. If Change Order work involves work items already agreed upon by unit prices, the unit price will be the only allowable charge per each unit of work. The undersigned hereby declares that all of the representations of this Proposal are made under penalty of perjury under the laws of the State of South Carolina. (Name of Corporation) By: Print Name: Date: Its: ATTEST: Print Name: Its: Secretary 29
  30. 30. SECTION IV STATE OF SOUTH CAROLINA ) ) AUDIT AGREEMENT COUNTY OF PICKENS ) THIS AGREEMENT is made this _____ day of , 2008, by and between The County of Pickens (hereinafter referred to as the “County”) and (hereinafter referred to as “Auditor”). W I T N E S S E T H: WHEREAS, County is desirous of engaging Auditor to perform certain auditing services; and WHEREAS, Auditor is desirous of providing said services pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Scope of Work. The Auditor shall fully perform and execute all of the work necessary to complete the annual audit for the County, together with all other services outlined in Section I of the Proposal Package, a copy of which is attached hereto as Exhibit A and is incorporated herein by reference. (the “Work”). 2. Commencement and Completion. 2.1. The date of commencement shall be 10 days from mailing of the Notice of Award to the Auditor. 2.2. The services to be provided by Auditor hereunder shall be completed by December 31, 2009 and by December 31 of each year thereafter while this Agreement is in effect (the “Completion Dates”). Auditor represents that it has investigated the conditions for the Work prior to submitting its proposal and any delays or damages caused by adverse said conditions 30
  31. 31. which were capable of being identified prior to the submission of Auditor’s proposal, shall be at the sole risk of Auditor. 2.3. Delay Damages. In the event Auditor is unable to complete all of the Work by the Completion Date, Auditor shall pay to County as liquidated damages and not as a penalty, the sum of $100 Dollars per day until all Work is completed to the satisfaction of County. Such damages shall be deducted from any payments due or to become due to the successful bidder. 3. Contract Sum. For the Work performed hereunder, the Auditor shall be paid by County the Auditor’s reasonable hourly fees and reimburseable costs, if any, which shall not exceed the Guaranteed Maximum Fees set forth in the Vendor’s Proposal, a copy of which is attached hereto as Exhibit B and incorporated herein by reference (collectively the “Contract Sum”). 4. Payments. 4.1. The County shall make payments on a monthly basis within 45 days of receipt of an application for payment in the form of a detailed invoice from Auditor, setting out all Work performed hereunder and the corresponding hourly rates and charges, unless same are disputed by County. 4.2. The period covered by each application for payment shall be one calendar month ending on the last day of the month. 4.4. County shall be responsible for making a full and final payment of the Contract Sum, as adjusted, to the Auditor no later than Forty Five (45) days after completion of all Auditor’s Work under this Agreement to the satisfaction of County. 5. General Conditions. This Agreement shall be subject to and governed by the General Conditions attached hereto as Exhibit C and incorporated herein by reference (the “General Conditions”). The General Conditions, together with the Work, Proposal Form, and this Agreement, together with all exhibits, shall collectively constitute the “Contract Documents”. 31
  32. 32. 6. Inspections. County shall have the right to inspect the Work to evaluate Auditor’s compliance with the Contract Documents for County’s sole benefit, and said right to inspection shall not make County responsible for the compliance of Auditor with the terms of the Contract Documents. 7. Non-Appropriation. In case of non-appropriation of funds, the County may terminate this contract in whole or in part without further obligation to the Auditor. 8. Amendment. This Agreement may be amended only by an instrument in writing signed by Auditor and County. 9. Governing Law. This Agreement shall be governed by the law of the State of South Carolina, without regard to conflict of law principles. 10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties, and their successors, assigns and legal representatives. The Auditor shall not assign the Contract without written consent of the County 11. Written Notice. Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mail to the last business address known to the party giving notice. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. COUNTY In the presence of: THE COUNTY OF PICKENS By: Name: Its: As to County AUDITOR By: Name: Its: As to Auditor 32
  33. 33. EXHIBIT A PROJECT GOALS 1. The County expects the Successful Independent Proposer to provide the County with services and benefits that include, but are not limited to, the following: • Independent annual audit of its financial statements of the governmental activities, the business-type activities, the aggregate discretely presented component unit, each major fund and the aggregate remaining fund information of Pickens County which collectively comprise the County’s basic financial statements; • Independent Auditor’s reports required by Government Auditing Standards and the Single Audit Act. • Schedule of Expenditure of Federal Awards. 2. The audit must include the general fund, special revenue funds, debt service funds, capital project funds, enterprise funds and agency funds maintained by the County’s Finance Director and Treasurer. The audit shall include various supporting schedules as reflected and contained in the audited financial statements of the County for year ended June 30, 2008 and all related supporting schedules and statistical data that are recommended by the Government Finance Officer’s Association of the United States and Canada sufficient to apply for the Certificate of Achievement for Excellence in Financial Reporting. A management letter reflecting internal control weaknesses, if any, is to be provided in conjunction with the audit. The reports must include County comments and responses on all exceptions detailed in the published reports. 3. All reports must be reviewed in draft form with the Finance Director and the Administrator. 4. The County expects the auditor to present the audit report to the Administrator and the County Council. d) FINANCIAL RECORDS/ACCOUNTING SYSTEM 1. The County’s electronic accounting system is maintained utilizing Munis Financial software on a Windows 2003 Server running on Windows 2003 Domain Model with HP DL 380 Server and PC workstations running Windows 2000 and Windows XP. 2. The County has several bank accounts with local banking institutions. e) COUNTY ASSISTANCE The County will provide assistance to the Successful Proposer including, at a minimum, the following: work location, pulling and scheduling of all necessary records and documents, preparation of year-end financial statements to include the Schedule of Expenditures of Federal Awards. Also, the Successful Proposer will be provided telephone and fax access, copier access, tables and chairs. 33
  35. 35. EXHIBIT C GENERAL CONDITIONS 1. County’s Right to Stop the Work. If the Auditor fails to correct Work which is not in accordance with the requirements of the Contract Documents or persistently fails to carry out Work in accordance with the Contract Documents, the County may issue a written order to the Auditor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the County to stop the Work shall not give rise to a duty on the part of the County to exercise this right for the benefit of the Auditor or any other person or entity. 2. County’s Right to Carry Out the Work. If the Auditor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven-day period after receipt of written notice from the County to commence and continue correction of such default or neglect with diligence and promptness, the County may, without prejudice to other remedies the County may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Auditor the reasonable cost of correcting such deficiencies, including County’s expenses and compensation for the additional services made necessary by such default, neglect or failure. If payments then or thereafter due the Auditor are not sufficient to cover such amounts, the Auditor shall pay the difference to the County. 3. Supervision. 3.1. The Auditor shall supervise and direct the Work, using the Auditor’s best skill and attention. The Auditor shall be solely responsible for and have control over the Work, means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, pursuant to the Contract Documents. The Auditor shall be responsible to the County for acts and omissions of the Auditor’s employees, Sub-Auditors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Auditor or any of its Sub-Auditors. 4. Labor and Materials. 4.1. The Auditor shall provide and pay for all labor, materials and equipment necessary for proper execution and completion of the Work. 4.2. The Auditor shall enforce strict discipline and good order among the Auditor’s employees and other persons carrying out the Work. The Auditor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. 5. Warranty. The Auditor warrants to the County that services furnished and Work performed under the Contract will be of good quality, consistent with industry standards, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. 6. Taxes. The Auditor shall pay all sales, consumer, use and similar taxes for the Work provided by the Auditor. 35
  36. 36. 7. Permits, Fees and Notices. 7.1 Unless otherwise provided in the Contract Documents, the Auditor shall secure and pay for any permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required when Proposals are received or negotiations concluded. 7.2 The Auditor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the Work. 7.3 If the Auditor performs Work knowing it to be contrary to laws, statutes, ordinances, and/or rules and regulations, the Auditor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. 8 Cleaning Up. 8.1 The Auditor shall perform the Work in a neat manner and shall not leave the County offices in a messy condition. 8.2 If the Auditor fails to clean up or leaves the County offices in a messy condition, the County may clean up and the cost thereof shall be charged to the Auditor. 9 Indemnification. To the fullest extent permitted by law, the Auditor shall indemnify and hold harmless the County, County Council members, and officers, agents and employees of County from and against all claims, damages, losses, and expenses, including but not limited to, attorneys’ fees, arising out of or resulting from performance of the Work, but only to the extent caused by the negligent or intentional acts or omissions of the Auditor, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person. 10 Mediation. 10.1 If the parties are unable to resolve any claims between them, the parties shall endeavor to resolve their claims by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Commercial Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party to the Contract and with the American Arbitration Association. The request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 30 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 10.2 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in Pickens, South Carolina, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 36
  37. 37. 11 Arbitration. 11.1 Claims not resolved by mediation shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Commercial Arbitration Rules of the American Arbitration Association currently in effect before a single arbitrator. The demand for arbitration shall be filed in writing with the other party to the Contract and with the American Arbitration Association and the arbitration shall be held in Pickens, South Carolina, unless another location is mutually agreed upon. 11.2 Claims and Timely Assertion of Claims. The party filing a notice of demand for arbitration must assert in the demand all claims then known to that party on which arbitration is permitted to be demanded. 11.3 Judgment on Final Award. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. 12 Subcontractual Relations. By appropriate agreement, written where legally required for validity, the Auditor shall require each Sub-Auditor, to the extent of the Work to be performed by the Sub- Auditor, to be bound to the Auditor by terms of the Contract Documents, and to assume toward the Auditor all the obligations and responsibilities, including the responsibility for safety of the Sub- Auditor’s Work, which the Auditor, by these Documents, assumes toward the County. Each subcontract agreement shall preserve and protect the rights of the County with respect to the Work to be performed by the Sub-Auditor so that subcontracting thereof will not prejudice such rights. Where appropriate, the Auditor shall require each Sub-Auditor to enter into similar agreements with Sub- sub-Auditors. The Auditor shall make available to each proposed Sub-Auditor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Sub-Auditor will be bound, and upon written request of the Sub-Auditor, identify to the Sub-Auditor terms and conditions of the proposed subcontract agreement which may be at variance with the Contract Documents. 13 Contingent Assignment of Subcontracts. Each subcontract agreement for a portion of the Work is assigned by the Auditor to the County provided that: (a) assignment is effective only after termination of the Contract by the County for cause and only for those subcontract agreements which the County accepts by notifying the Sub-Auditor and Auditor in writing; and (b) assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. 14 Changes in the Work 14.1 General 14.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order only in the form attached hereto as Addendum A, and incorporated herein by reference. 14.1.2 A Change Order shall be based upon agreement among the County and Auditor. 37
  38. 38. 14.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Auditor shall proceed promptly, unless otherwise provided in the Change Order. 14.2 Change Orders. A Change Order is a written instrument (see Addendum A) prepared by the County and signed by the authorized County official (Purchasing Director) and Auditor stating their agreement upon all of the following: (a) change in the work; (b) the amount of the adjustment, if any, in the Contract Sum; and (c) the extent of the adjustment, if any, in the Contract Time. 14.3 Minor Changes in the Work. The Purchasing Director for the County shall have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the County and Auditor. The Auditor shall carry out such written orders promptly. 15 Protection of Persons and Property. 15.1 Safety Precautions. The Auditor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Contract. 15.2 Safety of Persons and Property. 15.2.1 The Auditor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (a) employees performing the Work and other persons who may be affected thereby; and (b) the Work and materials and equipment to be incorporated therein, whether in storage on or off site, under care, custody or control of the Auditor or the Auditor’s Sub- Auditors or Sub-sub-Auditors. 15.3 The Auditor shall give notices and comply with applicable laws, ordinances, rules, regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. 15.4 The Auditor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) caused in whole or in part by the Auditor, a Sub-Auditor, a Sub-sub-Auditor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Auditor is responsible, except damage or loss attributable to acts or omissions of the County and not attributable to the fault or negligence of the Auditor. 16 Insurance. The Auditor shall, at its sole cost and expense, procure and maintain in full force and effect covering the performance of the services rendered under this agreement, insurance in the types 38
  39. 39. and limits specified below. In addition to the insurance coverage and limits listed herein, the selected firm shall obtain any other insurance coverage as may be required by law. 16.1 General Liability Insurance: (a) Limits of Liability: $1,000,000 in the aggregate and per occurrence. (b) Coverage: Premise operations, blanket contractual liability, personal injury liability (employee exclusion deleted), products and completed operations, independent contractors, employees and volunteers as additional insureds, joint liability, and broad form property damage (including completed operations). 16.2 Workers' Compensation and Employers' Liability Insurance: (a) Limits of Liability: Workers' Compensation - Statutory Limits. Employers' Liability - Statutory Limits. (b) Other States' coverage and South Carolina endorsement. 16.3 Professional Liability Insurance: (a) Limit of Liability: $2,000,000 per occurrence 17 Correction of Work 17.1 Before or After Substantial Completion. The Auditor shall promptly correct Work failing to conform to the requirements of the Contract Documents, whether discovered before or after completion of the Work. Costs of correcting such rejected Work, including additional expenses made necessary thereby, shall be at the Auditor’s sole expense. 17.2 After Substantial Completion. If, within three years the date the Work is completed or after the date for commencement of warranties established hereunder, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Auditor shall correct it promptly after receipt of written notice from the County to do so unless the County has previously given the Auditor a written acceptance of such condition. The County shall give such notice promptly after discovery of the condition. During the three-year period for correction of Work, if the County fails to notify the Auditor and give the Auditor an opportunity to make the correction, the County waives the rights to require correction by the Auditor and to make a claim for breach of warranty. If the Auditor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the County, the County may correct it at Auditor’s sole cost. 17.3 The three-year period for correction of Work shall be extended with respect to portions of Work first performed after Completion by the period of time between Completion and the actual performance of the Work. 17.4 The three-year period for correction of Work shall not be extended by corrective Work performed by the Auditor pursuant to the preceding paragraph. 17.5 The Auditor shall bear the cost of correcting Work which is not in accordance with the requirements of the Contract Documents. 39
  40. 40. 17.6 Nothing contained in this section shall be construed to establish a period of limitation with respect to other obligations which the Auditor might have under the Contract Documents. Establishment of the three-year period for correction of Work as described in Subparagraph 17.2 relates only to the specific obligation of the Auditor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Auditor’s liability with respect to the Auditor’s obligations other than specifically to correct the Work. 17.7 Acceptance of Nonconforming Work: If the County prefers to accept Work which is not in accordance with the requirements of the Contract Documents, the County may do so instead of requiring its correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. 18 Termination by the County for Cause. 18.1 The County may terminate the Contract if the Auditor: (a) persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials; (b) fails to make payment to Sub-Auditors for materials or labor in accordance with the respective agreements between the Auditor and the Sub-Auditors; (c) persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or (d) is guilty of any other material breach of a provision of the Contract Documents. 18.2 When any of the above reasons exist, the County, may without prejudice to any other rights or remedies of the County and after giving the Auditor and the Auditor’s surety, if any, seven days’ written notice, terminate employment of the Auditor and may, subject to any prior rights of the surety: (a) take possession of all materials forming part of the Work; (b) accept assignment of subcontracts; and (c) finish the Work by whatever reasonable method the County may deem expedient. Upon request of the Auditor, the County shall furnish to the Auditor a detailed accounting of the costs incurred by the County in finishing the Work. 18.3 When the County terminates the Contract for one of the reasons stated in the preceding paragraph, the Auditor shall not be entitled to receive further payment until the Work is finished. 18.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, and other damages incurred by the County which have not been expressly waived, such excess shall be paid to the Auditor. If such costs and damages exceed the unpaid balance, the Auditor shall pay the difference to the County. This obligation of payment to the Auditor or County, as the case may be, shall survive termination of the Contract. 40
  41. 41. 19 Suspension by the County for Convenience 19.1 The County may, without cause, order the Auditor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the County may determine. 19.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption. No adjustment shall be made to the extent: (a) that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Auditor is responsible; or (b) that an equitable adjustment is made or denied under another provision of the Contract. 20 Termination by the County for Convenience. 20.1 The County may, at any time, terminate the Contract for the County’s convenience and without cause. 20.2 Upon receipt of written notice from the County of such termination for the County’s convenience, the Auditor shall: (a) cease operations as directed by the County in the notice; (b) take actions necessary, or that the County may direct, for the protection and preservation of the Work; and (c) except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. 20.3 In case of such termination for the County’s convenience, the Auditor shall be entitled to receive payment for Work executed, and costs incurred. 21 Hold Harmless Clause. Auditor shall be an independent contractor in respect to its performance under the contract, and shall assume all risks and responsibilities for losses of every description in connection with the service that can be attributed either directly or indirectly to the Auditor. The Auditor agrees to indemnify, defend and hold harmless the County, its agents and employees for or on account of any damages, loss or injury including the cost of litigation or legal counsel resulting from, but not limited to, the actions of the Auditor or Auditor's employees, volunteers or contractors, in fulfilling the terms of the Contract. 23 Federal Excise and SC Sales Tax. 23.1 The County of Pickens is exempt from Federal Excise Taxes and South Carolina Sales Taxes, as a political subdivision of the State of South Carolina. Net prices as shown in the proposal shall exclude such Federal and State Tax amounts. 24 Availability of Appropriated Funds. The Auditor hereto agrees that any and all payments due from the County, as required under the terms of this agreement, are contingent upon the availability of Appropriated Funds 41
  42. 42. 25 Undue Influence. Auditor agrees not to hire any County Personnel who may exercise or has exercised discretion in the awarding, administration or continuance of this agreement for up to and including one (1) year following the termination of the employee from County service. Failure to abide by this provision shall constitute a breach of this agreement, unless new legislation is passed by County Council changing this requirement 26 The County reserves the right to terminate the contract at any time, with 30 days prior written notice, if not satisfied with the quality of service provided or if the Auditor fails to fulfill any of the conditions of these "Specifications". 27 Compensation Terms and Conditions. 27.1 The contractor shall be compensated for the Work as described above by payment of the Contract Sum. Auditor’s travel, meals, lodging, parking or other expenses incidental to the performance of responsibilities under this contract shall be borne solely by the Auditor. 27.2 The County will not make payment on behalf of the contractor to any fringe benefit program, or withhold any money from compensation for any federal, state or local tax program or for any other reason. 28 Protection by Auditor. The Auditor shall not transfer or assign any portion of the Work covered by these specifications without prior written consent of the County. IN WITNESS WHEREOF, the parties have executed these General Conditions as of the date first written above. COUNTY In the presence of: By: Name: Its: As to County AUDITOR By: Name: Its: As to Auditor 42