04-19-2021 Agenda Packet BOCPERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
MEETING AGENDA
304 South Morgan Street, Room 215
Roxboro, NC 27573-5245
336-597-1720
Fax 336-599-1609
April 19, 2021
9:00am
This meeting will convene in the County Office Building Auditorium.
CALL TO ORDER………………………………………………….. Chairman Powell
INVOCATION
PLEDGE OF ALLEGIANCE
DISCUSSION/ADJUSTMENT/APPROVAL OF AGENDA
INFORMAL COMMENTS
The Person County Board of Commissioners established a 10-minute segment
which is open for informal comments and/or questions from citizens of this
county on issues, other than those issues for which a public hearing has been
scheduled. The time will be divided equally among those wishing to comment.
It is requested that any person who wishes to address the Board, register with
the Clerk to the Board prior to the meeting.
ITEM #1
DISCUSSION/ADJUSTMENT/APPROVAL OF CONSENT AGENDA A.Approval of Minutes of April 5, 2021 (pgs 3-30), andB.Budget Amendment #14 (pg 31)
1
NEW BUSINESS:
ITEM #2 (pg 32)
Debt Model ………………………………………….. Heidi York & Amy Wehrenberg
ITEM #3 (pgs 33-34)
Person County Fire Districts Map Update …………………………….. Keith Duncan
ITEM #4 (pg 35)
Broadband Update from Lumen (CenturyLink) …………………. Katherine Cathey
ITEM #5 (pgs 36-38)
Request to Purchase New Voting Equipment …………... Heidi York & Cindi Jacobs
ITEM #6 (pgs 39-46)
Revised 2020-2021 Budget Ordinance …………………………….. Amy Wehrenberg
ITEM #7 (pgs 47-55)
Audit Contract for Lease Conversion Implementation …………... Amy Wehrenberg
CHAIRMAN’S REPORT
MANAGER’S REPORT
COMMISSIONER REPORTS/COMMENTS
Note: All Items on the Agenda are for Discussion and Action as deemed appropriate
by the Board.
2
April 5, 2021
1
PERSON COUNTY BOARD OF COMMISSIONERS APRIL 5, 2021
MEMBERS PRESENT OTHERS PRESENT
Gordon Powell Heidi York, County Manager
Kyle W. Puryear Brenda B. Reaves, Clerk to the Board
C. Derrick Sims S.Ellis Hankins, County Attorney
Charlie Palmer
Patricia Gentry
The Board of Commissioners for the County of Person, North Carolina, met in
regular session on Monday, April 5, 2021 at 7:00pm in the Person County Office Building
Auditorium.
Chairman Powell called the meeting to order and offered an invocation. Vice
Chairman Puryear led the group in the Pledge of Allegiance.
DISCUSSION/ADJUSTMENT/APPROVAL OF AGENDA:
Commissioner Sims requested to add an item to the agenda for the Economic
Development Commission.
A motion was made by Commissioner Sims and carried 5-0 to add an item to the
agenda for the Economic Development Commission and to approve the agenda as adjusted.
RECOGNITION:
RESOLUTION OF APPRECIATION FOR COUNTY RETIREE:
3
April 5, 2021
2
Chairman Powell read and presented a Resolution of Appreciation for County
retiree, Henrietta Moore.
4
April 5, 2021
3
PROCLAMATION FOR THE WEEK OF THE YOUNG CHILD:
Chairman Powell read a Proclamation that dedicated the week of April 10-16, 2021
as the Week of the Young Child in Person County.
5
April 5, 2021
4
PUBLIC HEARING:
CONSIDER TEXT AMENDMENTS TO THE ORDINANCE REGULATING
ADDRESSING AND ROAD NAMING IN PERSON COUNTY:
A motion was made by Commissioner Sims and carried 5-0 to open the duly
advertised public hearing to consider text amendments to the Ordinance Regulating
Addressing and Road Naming in Person County.
GIS Manager, Sallie Vaughn presented text amendments to simplify language and
facilitate road re-naming in the Ordinance Regulating Addressing and Road Naming in
Person County. Ms. Vaughn stated the text amendments requested are as follows:
1. Remove a section referencing road sign fees to reflect current practices,
2. When renaming a road, the percentage of property owners who must be in
agreement about the road name decreased from 75% to 66%, and
3. Remove duplicative terminology and standardize language throughout.
Commissioner Gentry asked about the percentage decrease from 75% to 66% to
which Ms. Vaughan used an example of a renaming request for a road that had three houses
noting it would have to be unanimous approval among the three for a proposed renaming;
with the change to 66%, two of the three residences preferred roadway renaming would
carry.
There were no individuals appearing before the Board to speak in favor of or in
opposition to the proposed text amendments to the Ordinance Regulating Addressing and
Road Naming in Person County.
A motion was made by Vice Chairman Puryear and carried 5-0 to close the public
hearing for text amendments to the Ordinance Regulating Addressing and Road Naming
in Person County.
CONSIDERATION TO AMEND THE ORDINANCE REGULATING
ADDRESSING AND ROAD NAMING IN PERSON COUNTY:
A motion was made by Vice Chairman Puryear and carried 5-0 to adopt the text
amendments to the Ordinance Regulating Addressing and Road Naming in Person County,
as presented.
6
April 5, 2021
5
7
April 5, 2021
6
8
April 5, 2021
7
9
April 5, 2021
8
10
April 5, 2021
9
11
April 5, 2021
10
12
April 5, 2021
11
13
April 5, 2021
12
14
April 5, 2021
13
15
April 5, 2021
14
16
April 5, 2021
15
17
April 5, 2021
16
18
April 5, 2021
17
19
April 5, 2021
18
20
April 5, 2021
19
21
April 5, 2021
20
INFORMAL COMMENTS:
There were no comments from the public.
DISCUSSION/ADJUSTMENT/APPROVAL OF CONSENT AGENDA:
A motion was made by Commissioner Palmer and carried 5-0 to approve the
Consent Agenda with the following items:
A. Approval of Minutes of March 1, 2021,
B. Approval of Minutes of March 15, 2021,
C. Budget Amendment #13,
D. NC Education Lottery Application for Earl Bradsher Preschool for plumbing
replacement in the amount of $35,000,
E. Lease Agreement between Person County and Bushy Fork Athletic Club,
F. Person County Animal Services Ordinance Revision, and
G. Update to Person County Health Department Fee Requests to increase the
immunization administration fee to $50 for the COVID-19 vaccination.
22
April 5, 2021
21
NEW BUSINESS:
UPDATE ON PUBLIC PRIVATE PARTNERSHIP SOLICITATION PROCESS
FOR SPECULATIVE SHELL BUILDING AND CONTINUED DEVELOPMENT
PROCESS:
Economic Development Director, Sherry Wilborn said at her last update at the
Board’s January 19, 2021 meeting, advertising solicitation would take place through
February with submitted proposals and financial models to be reviewed in March with an
update to Board of Commissioners at this meeting. Ms. Wilborn said she had conversations
with several development firms, which acknowledged the opportunity but also had other
projects in the works. Ms. Wilborn stated two proposals were received however neither
one matched the exact request and key parameters; she indicated the solicitation
encouraged creativity to achieve the goal of constructing the speculative building on the
North Park site provided that a definitive local investment amount could be ascertained.
As the deals of the proposals are to be kept confidential until an award is announced, one
proposal was more of a build to suit model and did not meet the constructing of speculative
building parameter and the other had an to open-ended lease agreement that did not allow
the County to ascertain a definitive local investment amount.
Ms. Wilborn noted as the negotiations and modeling phase rolled into April, she
wanted to minimize the local risks as counter proposals are being developed with the
assistance of the School of Government Development Finance Team to evaluate the
comparisons in relation to each other, to the market, and to what the county could do on its
own.
In the meantime, Ms. Wilborn said progress towards continued development at the
site included obtaining the Army Corp permit for the stream crossing at the entrance,
approval for the erosion and sedimentation control plan and the driveway permit is
expected any day. Ms. Wilborn anticipated having the counter proposals presented with
options to the Economic Development Commission to review at its April 27, 2021 meeting
with a recommendation to the Board of Commissioners at its May 3, 2021 meeting.
23
April 5, 2021
22
TRANSFER OF ECONOMIC DEVELOPMENT FUNDS:
Economic Development Director, Sherry Wilborn stated as a part of the FY2020-
2021 budget process, the Board of Commissioners approved discretionary funds for use by
the Economic Development Commission, which were allocated to the Economic
Development Operating Budget. In order to simplify accounting for those funds, the
Economic Development Director requested to transfer those funds from the Economic
Development Department Operating Budget to a separate account in the Economic
Development Catalyst Fund, a separate fund apart from the General Fund, as advised by
the County Finance Director as an appropriate fund to comply with auditing practices. Ms.
Wilborn said the one-time transfer would be for $296,533.
Ms. Wilborn noted this agenda item was for explanation purposes as Board
approval would come on a future meeting agenda through a budget amendment.
County Manager, Heidi York explained the County’s Economic Catalyst Fund was
not a new fund, but was set up many years ago and primarily used for financial incentives.
She added that in the Economic Development Catalyst Fund, any unused funds would roll
over year to year with the ability to build up the fund. As presently budgeted in the
economic development’s contract budget line for an unrestricted use, this request
formalizes the appropriate use of the undesignated funds noting the auditors stated it was
not a good fit in the current contracted services budget line. Finance Director, Amy
Wehrenberg stated the Catalyst Fund would provide an easier way to track and keep any
future appropriations by the Board.
ECONOMIC DEVELOPMENT TASK FORCE APPOINTMENT:
Sharon Holler was appointed by the Board of Commissioners on March 15, 2021
to serve on the Economic Development Task Force. Commissioner Gentry stated Ms.
Holler resigned shortly thereafter; Commissioner Gentry presented Randy King to the
Board to be appointed on the Task Force.
A motion was made by Commissioner Sims and carried 5-0 to appoint Randy
King to the Economic Development Task Force.
24
April 5, 2021
23
RECOMMENDED CAPITAL IMPROVEMENT PLAN FOR FY 2022-2026:
County Manager, Heidi York presented to the Board the Capital Improvement Plan
(CIP) for Fiscal Years 2022-2026. Ms. York said the CIP is a planning tool for
implementing large, capital projects costing $50,000 or greater from county departments,
Piedmont Community College, and Person County Schools. In past versions, Ms. York
noted the County also included capital needs for the Museum, the Airport, and the Senior
Center as county-owned facilities.
Ms. York stated the CIP paves the way for the Manager’s Recommended Budget
as it will provide an estimate of funding needed for capital projects and anticipates impacts
on operating costs as well. These capital projects span the next five fiscal years with the
upcoming fiscal year, FY2022, being the only year where a funding commitment was
needed from the Board.
Ms. York noted the CIP was being presented as information only at this meeting
and proposed that adoption of the CIP be at the May 3rd Board meeting, after the Debt
Model financing scenarios were presented to the Board on April 19th.
Ms. York further noted the current year, FY2020-21 total CIP costs are $535,073.
Recommended CIP costs for next fiscal year, FY2021-2022 totals $2,465,206.
The Recommended CIP, by function, illustrates that Person County Schools has
49.4% of the projects.
The Recommended Funding Schedule, including current fiscal year along with
FY2022 appropriations and planning years in FY2023-2026 are as follows:
25
April 5, 2021
24
26
April 5, 2021
25
27
April 5, 2021
26
ECONOMIC DEVELOPMENT COMMISSION:
Commissioner Sims noted his concerns related to the cohesiveness of the Economic
Development Commission (EDC) and for the cohesiveness and continuity of the EDC and
for the best interests of the EDC, he made a motion to remove Elizabeth (Liz) Bradsher
from EDC.
Commissioner Gentry asked for substantial reason(s) or information why
Commissioner Sims wanted to remove Liz Bradsher from the EDC to which he said he had
no further comments.
Commissioner Gentry said she couldn’t make a decision without substantial
information.
Commissioner Sims called the question.
A motion was made by Commissioner Sims and carried 3-2 to remove Elizabeth
(Liz) Bradsher from the Economic Development Commission. Commissioner Sims, Vice
Chairman Puryear and Chairman Powell voted in favor of the motion. Commissioners
Gentry and Palmer cast the dissenting votes.
Commissioner Gentry stated her displeasure in the petty politics to remove
someone from a board without reason or evidence to provide to the public.
CHAIRMAN’S REPORT:
Chairman Powell had no report.
MANAGER’S REPORT:
County Manager, Heidi York had no report.
COMMISSIONER REPORT/COMMENTS:
There were no reports from Vice Chairman Puryear or Commissioners Gentry and
Sims.
Commissioner Palmer commented a former resident contacted him related to a
family member’s stay in the extended care unit at Person Memorial Hospital. He added
there was no contact information on their website for people to call with an issue. County
Manager, Heidi York stated the County has no authority over Person Memorial Hospital
noting they have their own board. Ms. York offered to provide Commissioner Palmer with
contact information for the Hospital Director.
28
April 5, 2021
27
CLOSED SESSION #1
A motion was made by Commissioner Sims and carried 5-0 to enter into Closed
Session #1 at 7:37pm per General Statute 143-318.11(a)(4) for the purpose of discussion
of matters relating to the location or expansion of industries or other businesses in the area
served by the public body, including agreement on a tentative list of economic development
incentives that may be offered by the public body in negotiations with the following
individuals permitted to attend: County Manager, Heidi York, Clerk to the Board, Brenda
Reaves, Economic Development Director, Sherry Wilborn and County Attorney, Ellis
Hankins.
A motion was made by Vice Chairman Puryear and carried 5-0 to return to open
session at 7:52pm.
CLOSED SESSION #2
A motion was made by Commissioner Palmer and carried 5-0 to enter into Closed
Session #2 at 7:54pm per General Statute 143-318.11(a)(5) to establish, or to instruct the
public body's staff or negotiating agents concerning the position to be taken by or on behalf
of the public body in negotiating (i) the price and other material terms of a contract or
proposed contract for the acquisition of real property by purchase, option, exchange, or
lease with the following individuals permitted to attend: County Manager, Heidi York,
Clerk to the Board, Brenda Reaves, Economic Development Director, Sherry Wilborn and
County Attorney, Ellis Hankins.
A motion was made by Commissioner Sims and carried 5-0 to return to open
session at 8:10pm.
29
April 5, 2021
28
ADJOURNMENT:
A motion was made by Commissioner Sims and carried 5-0 to adjourn the meeting
at 8:12pm.
_____________________________ ______________________________
Brenda B. Reaves Gordon Powell
Clerk to the Board Chairman
(Draft Board minutes are subject to Board approval).
30
4/19/2021
Dept./Acct No.Department Name Amount
Incr / (Decr)
EXPENDITURES General Fund
General Government 5,765
Public Safety 41,373
Economic Development (296,533)
Human Services 13,057
Culture & Recreation 1,150
Self-Funded Health Insurance 20,453
Transfer to Other Funds 296,533
REVENUES General Fund
Intergovernmental Revenue 61,141
Charges for Services (24,156)
Other Revenue 53,556
Fund Balance Appropriation (8,743)
EXPENDITURES Economic Catalyst Special Revenue Fund 296,533
REVENUES Economic Catalyst Special Revenue Fund
Transfer from General Fund 296,533
Explanation:
BUDGET AMENDMENT
Receipt of insurance claim for lightning damage in General Services ($5,765) and vehicle damage in Sheriff's Dept
($1,409); recognize excess fees received for Concealed Weapons Permits ($38,120); donations received for the
Sheriff's Department ($600), Shop with the Sheriff Program ($1,000) and Animal Services ($244); reducing fund
balance appropriation (-$7,476) in recognition of delayed State Disaster funding received for Hurricane Michael
($7,476); transferring funds from the Economic Development department to the Economic Catalyst Special Revenue
Fund as presented to the Board of Commissioners in their meeting on April 5, 2021 ($296,533); receipt of unspent
mental health funds from Cardinal Innovations ($13,057); donations received for Recreation ($400), Mayo Park
($500), and Public Library ($250); recognize Stop-Loss payments in the Self-Funded Health Insurance Fund to
assist with claim expenditures ($20,453); and adjusting revenue categories for Intergovernmental Revenues
($53,665), Other Revenues ($9,878), Charges for Services (-$62,276) and Fund Balance Appropriation (-$1,267)
reported incorrectly on previous budget amendments (#8,#9 & #13).
BA-1431
AGENDA ABSTRACT
Meeting Date: April 19, 2021
Agenda Title: Debt Model
Summary of Information: Person County has been working with DEC Associates to develop a
debt model to forecast impacts and understand the County’s ability to pay debt service of varying
amounts. The financial model will be presented to the Board so that we can develop a plan for
managing the debt needed for upcoming school needs.
Recommended Action: Receive the information and direct staff as appropriate.
Submitted By: Heidi York, County Manager and Amy Wehrenberg, Finance Director
32
AGENDA ABSTRACT
Meeting Date: April 19, 2021
Agenda Title: Person County Fire Districts Map Update
Summary of Information: Due to the decertification of the Woodsdale Volunteer Fire
Department, effective March 1, 2021, there was a need to redraw fire district boundary lines. As
staff worked on a new map, we identified opportunities to align fire insurance district lines with
response district lines, which have been maintained separately. As a result of many meetings
involving all fire departments in Person County, we have updated the map to include the following:
Adjusted fire district boundary lines to follow parcel lines (whole parcels are no longer
split between two different fire districts).
Moved parcels to lower ISO-rated districts to the extent possible.
Given a precise parcel address for the 9-1-1 database.
Made future changes easier to implement.
The new fire district map assigns a portion of the former Woodsdale fire district to Triple Springs
Volunteer Fire Department and a portion to the Roxboro Fire Department. Staff recommends
providing an additional allocation of fire district tax funds to each of these fire departments to
recognize the additional responsibilities associated with expanded coverage.
There is currently $45,769 remaining in the Fire District Tax Fund unallocated line item for FY21.
From these funds, staff recommends providing an additional $22,000 to Triple Springs VFD,
which will assume a new satellite station and larger response area, and $10,000 to the Roxboro
Fire Department, which will also assume a larger response area.
Recommended Action: Approve the new map as the official Person County Fire Districts Map
and approve additional funding in the amount of $22,000 for Triple Springs VFD and $10,000 for
the City of Roxboro from FY21 fire district tax funds. If approval is granted, the Fire Marshal will
register the new map with the Office of State Fire Marshal (Ratings and Inspection Department)
as the official map for ISO grading.
Submitted By: Keith Duncan, Fire Marshal
33
34
AGENDA ABSTRACT
Meeting Date: April 19, 2021
Agenda Title: Broadband Update from Lumen (CenturyLink)
Summary of Information: At the March 1, 2021 Budget Retreat, the board requested a presentation
from CenturyLink on their current services and expansion plans in Person County.
Derek Kelly, Government Affairs Director for Lumen (CenturyLink), will present information on the
following topics:
•State of broadband in Person County
•Update on the NC Growing Rural Economies with Access to Technology (GREAT) grant
•Impact of the Rural Digital Opportunity Fund (RDOF)
Recommended Action: Receive and discuss information provided in presentation.
Submitted By: Katherine M. Cathey, Assistant County Manager
35
36
37
38
AGENDA ABSTRACT
Meeting date:
April 19, 2021
Agenda Title:
Revised 2020-2021 Budget Ordinance
Summary of Information:
The implementation of new accounting standards effective for FY21 requires
numerous changes in the fiduciary reporting for North Carolina local governments.
For Person County, this presents the need to reclassify some activities currently
reported as fiduciary to proprietary funds. This requires some revisions to the current
year’s Budget Ordinance. Two existing fiduciary funds meet the requirements under
the new guidance that will now cause these to be reported as special revenue funds.
Fiduciary funds are not budgetary funds, and are not included in the County’s annually
adopted budget. Now that these two funds have been identified as non-fiduciary funds
under the new guidance, it is now necessary to convert them to budgetary funds. The
expenditures for these funds are 100% sourced with revenues that do not require local
funding. Therefore, the Revised Budget Ordinance includes some language in Section
31 that will provide the Finance Director with authorization to amend the budget for
these two funds as necessary in order to stay within budgetary compliance throughout
the year and at fiscal year-end.
In addition to these changes, we are also inserting an informational section related to
Fire Tax that was erroneously omitted back in July 2020 when the absence and lack of
access to computer files required the re-creation of this document as a result of the
County’s Cyber event. Although the omission of this information had no effect on the
accuracy and relevance of Fire Tax approval within the Budget Ordinance, we are
taking this opportunity to include this supplemental information as was originally
intended.
The changes discussed above are highlighted in the Revised 2020-2021 Budget
Ordinance and are summarized below:
o Addition of two Special Revenue Funds:
DSS Representative Payee Fund (Sections 8 & 9)
Sheriff’s Execution Fund (Sections 12 & 13)
o Insertion of Fire Tax supplemental information (Section 27)
o Budget authorization to Finance Director (Section 31)
Recommended Action:
Adopt the 2020-2021 Budget Ordinance as revised and recommended.
Submitted By:
Amy Wehrenberg, Finance Director
39
Page 1
PERSON COUNTY,
NORTH CAROLINA
2020-2021
BUDGET ORDINANCE
BE IT ORDAINED by the Board of Commissioners of Person County, North Carolina (the “Board”):
Section 1. The following amounts are hereby appropriated in the General Fund for the operation of
the county government and its activities for the fiscal year beginning July 1, 2020 and ending June
30, 2021, in accordance with the chart of accounts heretofore established for this county and by
function as listed below:
Section 2. The appropriations to the Board of Education for current expense, firstly, shall be made
from any funds that are dedicated to the use of the schools and secondly, shall be made from general
county revenues to the extent necessary and for capital expenditures shall be by project, as listed in
the categories in the budget of the Board of Education, to the extent of the amount available for
capital appropriations. Capital outlay will be distributed on a requisition basis as expenditures are
incurred. Documentation of expenditures must be submitted to the Person County Finance Office
in such form as they prescribe prior to reimbursement.
The appropriation of state funds from the State Library of North Carolina shall be used exclusively
for operating expenditures of the Person County Public Library.
The appropriations made and revenues estimated hereafter shall be for the fiscal year beginning
July 1, 2020 and ending June 30, 2021.
EXPENDITURES AMOUNT
PERCENT OF
BUDGET
General Government $ 7,869,083 12.7%
Public Safety 14,837,251 24.0%
Transportation 1,206,485 2.0%
Human Services 14,147,715 22.9%
Education 11,757,077 19.0%
Environmental Protection 182,584 0.3%
Economic and Physical Development 1,262,386 2.0%
Culture and Recreation 1,999,324 3.2%
Self-Funded Health Insurance 4,201,175 6.8%
Transfers to Other Funds and Component Unit 3,894,484 6.3%
Contingency 385,220 0.6%
TOTAL GENERAL FUND APPROPRIATIONS $ 61,742,784 100.0%
40
Page 2
Section 3. It is estimated that the following revenues will be available in the General Fund:
Section 4. The following amounts are hereby appropriated in an Internal Service Fund for the
payment of employee claims and administration expenses associated with the County’s Self-Funded
Health Insurance Program:
Self-Funded Health Insurance Costs $ 4,201,175
Section 5. It is estimated that the following revenues, including the receipt of premium payments
from the County for its employees and from the employees for their dependents, will be available in
the Self-Funded Health Insurance Fund:
Charges for Services $ 3,745,961
Other Revenues 455,214
Total $ 4,201,175
Section 6. The following amounts are hereby appropriated in the Capital Investment Fund (CIF) for
the County’s debt service payments, regular capital outlay for Person County Schools and Piedmont
Community College, lottery revenues and payments associated with the Schools, and general fund
transfers supporting these costs as well as the capital improvement projects that are reported in the
CIP Capital Project Fund:
Debt Service $ 2,069,717
Issuance Cost 693,200
Schools Capital Outlay 436,000
Schools Lottery Expense 200,000
PCC Capital Outlay 53,600
Transfer from CIP Fund 386,592
Total $ 3,839,109
REVENUES AMOUNT
PERCENT OF
BUDGET
Ad Valorem Taxes $ 32,984,615 53.4%
Local Option Sales Taxes 7,232,304 11.7%
Other Taxes 181,500 0.3%
Licenses and Permits 712,900 1.2%
Intergovernmental Revenues 7,977,071 12.9%
Charges for Services 8,194,843 13.3%
Other Revenues 307,551 0.5%
Transfers from Component Unit 253,400 0.4%
Fund Balance Appropriated 3,898,600 6.3%
TOTAL GENERAL FUND REVENUES $ 61,742,784 100.0%
41
Page 3
Section 7. It is estimated that the following revenues will be available in the Capital Investment Fund
(CIF) for funding the County’s debt service, Person County Schools and Piedmont Community
College regular capital expense, lottery projects for the Schools, and Capital Improvement Projects:
Lottery Proceeds $ 200,000
Other Revenues 56,669
Transfer from General Fund 1,428,517
Transfer from Debt Service Fund 1,000,000
Sales Tax Transfer from General Fund
for Schools
1,153,923
Total $ 3,839,109
Section 8. The following amount is hereby appropriated in the Social Services Representative Payee
Fund, to manage expenditures with funds belonging to individuals who are unable to maintain those
funds themselves:
Representative Payee Funds $ 400,000
Section 9. It is estimated that the following revenues will be available in the Social Services
Representative Payee Fund:
SSA/SSI-Rep Payee Funds $ 399,950
Interest Earnings 50
Total $ 400,000
Section 10. The following amounts are hereby appropriated in the Person Industries & PI Material
Recovery Facility (MRF) Fund:
PI-Community Rehabilitation
Program Services
$ 2,701,301
Material Recovery Facility 698,566
Total $ 3,399,867
Section 11. It is estimated that the following revenues will be available in the Person Industries & PI
Material Recovery Facility (MRF) Fund:
Intergovernmental Revenues $ 559,900
Charges for Services 2,272,400
Other Revenues 6,100
Transfer from General Fund
PI-Community Rehabilitation
Program Services
229,701
Material Recovery Facility 331,766
Total $ 3,399,867
42
Page 4
Section 12. The following amounts are hereby appropriated in the Sheriff’s Execution Fund, which
accounts for collections by the Sheriff of small claims remitted to the Clerk of Court and collection of
commissions remitted to the County:
Sheriff’s Execution Claims $ 100,000
Section 13. It is estimated that the following revenues will be available in the Sheriff’s Execution
Fund:
Charges for Services $ 100,000
Section 14. The following amounts are hereby appropriated in the Fire Tax District Fund, which was
established to provide for all operating and capital funding of the local volunteer fire and rescue
departments:
Fire Tax District $ 1,049,371
Section 15. It is estimated that the following revenues will be available in the Fire Tax District Fund:
Ad Valorem Taxes $ 1,049,371
Section 16. The following amounts are hereby appropriated in the Emergency Telephone System
Fund:
Emergency Telephone System $ 626,806
Section 17. It is estimated that the following revenues will be available in the Emergency Telephone
System Fund:
E-911 State Surcharges $ 626,806
Section 18. The following amounts are hereby appropriated in the Revolving Loan Fund, which was
established to provide loans to small businesses to promote economic development:
Reserved for Small Business Loans $ 5,454
Section 19. It is estimated that the following revenues will be available in the Revolving Loan Fund:
Other Revenues $ 5,454
43
Page 5
Section 20. The following amounts are hereby appropriated in the Economic Catalyst Fund for future
industrial incentives and expansion efforts of current industry facilities:
Industrial Recruitment Incentives $ 929,500
Section 21. It is estimated that the following revenues will be available in the Economic Catalyst
Fund:
Transfer from General Fund $ 704,500
Fund Balance Appropriation 225,000
Total $ 929,500
Section 22. The following amounts are hereby appropriated in the Water and Sewer Construction
Reserve Fund for the future funding of water and sewer construction:
Reserve for Water and
Sewer Construction
$ 40,000
Section 23. It is estimated that the following revenues will be available in the Water and Sewer
Construction Reserve Fund:
Shared Fees with City of Roxboro
$ 40,000
Section 24. The following amounts are hereby appropriated in the Stormwater Fund for funding the
Stormwater Management Utility’s responsibilities for protection, restoration, and management of
stormwater quality:
Section 25. It is estimated that the following revenues will be available in the Stormwater Fund for
funding the Stormwater Management Utility’s responsibilities for protection, restoration, and
management of stormwater quality:
Stormwater Fees $ 250,000
Section 26. There is hereby levied a tax at the rate of $0.72 per $100 valuation of property listed for
taxes as of January 1, 2020 for the purpose of raising revenues from property taxes included in “Ad
Valorem Taxes” in the General Fund in Section 3 of this Ordinance.
This rate of tax is based on an estimated total valuation of property for the purpose of taxation of
$4,225,000,000 and an estimated collection rate of 97.50%. In addition to these revenues, the
County is also including registered motor vehicle tax revenues collected by the North Carolina
License Plate Agencies, which is budgeted to generate $2,809,095 in revenues.
Reserve for Stormwater
Utility Management
$ 250,000
44
Page 6
Section 27. There is hereby levied a tax at the rate of $0.0275 per $100 valuation of property listed
for taxes as of January 1, 2020 for the purpose of raising revenues from fire service protection district
taxes included in "Ad Valorem Taxes" in the Fire Tax District Fund in Section 15 of this Ordinance.
This rate of tax is based on an estimated total valuation of property for the purpose of taxation of
$3,587,000,000 and an estimated collection rate of 97.50%. In addition to these revenues, the
County is also including licensed motor vehicle tax revenues collected by the North Carolina License
Plate Agencies, which is budgeted to generate $85,207 in revenues.
Section 28. Charges for services and fees by County departments, excluding those established by
state statute, are levied in the amounts set forth in the attached Fee Schedule. (Attachment 1)
Section 29. The budget officer is hereby authorized to transfer appropriations within a fund as
contained herein under the following conditions:
a. She may transfer amounts between objects of expenditure within a department and between
departments within the same functional area without limitation and without a report to the
Board of Commissioners.
b. She may transfer amounts up to $10,000 between functional areas of the same fund with an
official report on such transfers at the next regular meeting of the Board of Commissioners.
c. She may not transfer any amount between funds or from the regular contingency
appropriation within any fund, except that she may transfer any amount from the Information
Technology Systems Fund for technology-related items and the Fleet Management Fund for
the appropriation of vehicles without a report to the Board of Commissioners.
Section 30. The County Manager, or her designee, is hereby authorized to execute contractual
documents under the following conditions:
a. She may execute contracts for construction repair projects which do not require formal
competitive bid procedures.
b. She may execute contracts for: (1) purchase of apparatus, supplies and materials, or
equipment which is within budgeted department appropriations, (2) leases of personal
property for a duration of one year or less and within budgeted departmental appropriations,
and (3) services which are within department appropriations.
c. She may execute grant agreements to or from public and nonprofit organization that are within
budgeted appropriations, unless grantor organization requires execution by the Board of
Commissioners.
d. She may execute contracts, as the lessor/lessee of real property, which are of one year
duration or less, if funds are within budgeted appropriations.
e. She may execute contracts for consultant services, which consultant fees are estimated to be
less than $10,000 and if funds are within budgeted appropriations.
45
Page 7
Section 31. The Finance Director may make cash advances between funds during the fiscal year
without reporting to the Board of Commissioners. Any advances outstanding at fiscal year-end must
be reported to the board except those involving funds where grant revenues or unreimbursed debt
proceeds arise from prior county expenditures. The Finance Director may also approve amendments
at the end of the fiscal year in order to maintain budgetary compliance for the Social Services
Representative Payee Fund and Sheriff’s Execution Fund without a report to the Board of
Commissioners.
Section 32. Copies of the Budget Ordinance shall be furnished to the Budget Officer, the Finance
Director, and the Tax Administrator for direction in the carrying out of their duties.
Adopted this the 15th date of June 2020.
Amended this the 19th date of April 2021.
___________________________________
Gordon Powell, Chairman
Person County Board of Commissioners
___________________________________
Brenda B. Reaves, Clerk to the Board
46
AGENDA ABSTRACT
Meeting date:
April 19, 2021
Agenda Title:
Audit Contract for Lease Conversion Implementation
Summary of Information:
The Finance Director requests action on a contract to engage our current financial
audit firm, Elliott Davis, LLC, to provide additional services outside of the scope of
the County’s annual audit contract. This will involve assistance with the
implementation of a new accounting standard (Statement No. 87) required by the
Government Accounting Standards Board (GASB), changing the way that leases are
reported in the County’s FY22 audit report.
The County currently has 36 lease agreements that auditors will review and determine
if they meet the reporting requirements under this new standard. This review will
include inspection of the specific terms and structure, implementation into the
auditor’s model, calculation and identification of how these impact the County’s
financial statements, and proposals of the necessary journal entry adjustments required
to report these leases appropriately in the County’s audit report.
Because this firm is performing the County’s annual financial statement audit, we
believe it would be more efficient to have them perform this lease conversion process.
It is anticipated that by selecting our current auditors that are already familiar with our
account structure may help to minimize any timing issues that may impact our
financial audit schedule. The State Auditor requires that this contract be approved as a
separate engagement from the regular financial audit. Therefore, we are presenting a
contract for the Board’s consideration to engage the current auditors to perform these
additional services for a cost of $13,200. This fee is based on their estimated time
required by individuals assigned to assist the County with the evaluation of the leases,
and will be billed on an interim basis as the work is performed. Staff recommends that
this expenditure be sourced from undesignated contingency funds (leaving a
remaining balance of $15,671 for future unanticipated costs).
Recommended Action:
Approve the contract as presented and recommended.
Submitted By:
Amy Wehrenberg, Finance Director
47
200 East Broad Street
Suite 500
Greenville, SC 29601
864.242.3370
elliottdavis.com
April 7, 2021
Amy Wehrenberg, Finance Director
Person County
Roxboro, North Carolina
This letter is to confirm our understanding of the arrangements for consulting services Elliott Davis, PLLC (“Elliott
Davis”) is to perform for Person County (the County) during the period from April 15, 2021 through July 31, 2021
and the nature and limitations of the services we will provide. We will perform these services in accordance with
the Standards for Consulting Services established by the American Institute of Certified Public Accountants
(AICPA). The extent and sufficiency of the services and procedures to be performed will be determined with you
and are your sole responsibility. We cannot release our written conclusions (even in draft form) until we receive
an executed copy of this letter. Our arrangement with you includes the Master Terms, Conditions and Limitations
for Consulting and Business Advisory attached hereto as Appendix A and incorporated herein by reference.
Objectives of the Engagement and Services to be Performed
We will assist County management in its implementation of Statement No. 87 of the Government Accounting
Standards Board, Leases (GASB 87) by performing the following procedures:
1. Evaluate approximately 36 lease agreements (the Agreements) to determine proper accounting and
reporting under GASB 87.
2. Inspect the Agreements for specific terms required for input to our implementation model
3. Calculate recognition and financial statement effect of converting the Agreements under GASB 87 through
the use of the model with assumptions provided by management.
4. Analyze model results for reasonableness including lease receivable/ lease liability and deferred inflow/
right of use asset amortization schedules.
5. Propose journal entries for management to review, to include model results on which journal entries are
based.
6. Make adjustments to model input as necessary based on management’s review and revisions
48
Person County
April 7, 2021
Page 2
For your review, we will provide the County with copies of the input worksheets, amortization schedules and
proposed journal entries that are generated by our implementation model. The AICPA Code of Professional
Conduct prohibits us from providing you with access to our implementation model. As such, access to the
implementation model is not included in the above services that we will provide to the County.
Management will designate a competent and responsible member of the County’s management who has
sufficient knowledge and understanding of GASB 87 to allow them to effectively review the proposed journal
entries and model results for accuracy schedules and take responsibility for them.
The County’s Representations and Responsibilities
The County is responsible for designing, implementing, and maintaining internal controls relevant to accounting
for leases and for the preparation and fair presentation of financial statements that are free from material
misstatement, whether due to fraud or error, including monitoring ongoing activities; for the selection and
application of accounting principles; and for the preparation and fair presentation of the financial statements in
conformity with U.S. generally accepted accounting principles. The County represents and warrants that all
information requested and all information that we believe is relevant to the engagement has been or will promptly
be made available to Elliott Davis during the course of the engagement. The County also represents and warrants
that all information and documentation provided or to be provided to Elliott Davis is true, correct, complete and
not misleading and the documents and records supporting any assumptions are appropriate to the best of your
knowledge and belief.
Through the above services, we will assist in the County’s implementation of GASB 87, but the responsibility for
the financial statements remains with the County. As described above, we will propose adjustments based on
model results. However, management has the final responsibility for reviewing the proposed entries and
understanding the nature and impact of the proposed entries to the financial statements. It is our understanding
management has designated Amy Wehrenberg to oversee such services; evaluate the adequacy and results of the
services performed; accept responsibility for the results of the services; and establish and maintain internal
controls, including monitoring ongoing activities.
Elliott Davis’ Responsibilities and Limitations of the Engagement
Elliott Davis will perform the consulting services in accordance with applicable professional standards, including
the Statements on Standards for Consulting Services issued by the AICPA. Elliott Davis, in its sole professional
judgment, reserves the right to refuse to do any procedure or take any action that could be construed as making
management decisions, performing management functions, assuming management responsibilities, or act or
appear to act in any capacity equivalent to that of an employee. We will not be responsible for implementing
corrective actions related to any specific findings. We will, however, be available to provide advice on such
matters, but the County must make all decisions with regard to those matters.
At the conclusion of our procedures, we will meet with management and discuss the consulting procedures
performed, our findings and observations resulting from those consulting procedures, and any recommendations.
Any suggestions or recommendations we may have will be limited to those that came to our attention in
connection with performing the procedures referred to above.
49
Person County
April 7, 2021
Page 3
The services outlined in this letter do not constitute an audit, review, or compilation of the information provided
and will not include a detailed examination of all transactions originated by the County. Accordingly, we will not
express a conclusion or provide any other form of assurance on the completeness or accuracy of the information.
Additionally, our services are not designed to, and cannot be relied upon to, take the place of management's
efforts to discover errors, omissions, negligence, irregularities, or illegal acts, including fraud or defalcations that
may exist. Furthermore, the services are not designed to provide assurance on internal control or to identify all
significant deficiencies or material weaknesses. However, we will inform you of any such matters that come to
our attention.
Any written materials provided to the County by Elliott Davis will be intended solely for use of the County. Other
parties to whom such material may be provided should be advised that the procedures were performed only for
the purposes of assisting the County in its implementation of GASB 87.
The County’s Records and Assistance
If circumstances arise relating to the condition or availability of the County's records we retain the unilateral right
to take any course of action permitted by professional standards, including declining to provide any advice or
conclusions, whether written or oral, or withdrawing from the engagement.
The assistance to be supplied by the County’s personnel will be discussed and coordinated with Amy Wehrenberg.
The timely and accurate completion of this work is an essential condition to our completion of the services and
the discussion of our conclusions and advice.
Parties’ Understandings Concerning Situation Around COVID‐19
Elliott Davis and the Authority acknowledge that, at the time of the execution of this arrangement letter, federal,
state, and local governments, both domestic and foreign, may restrict travel and/or the movement of their citizens
due to the ongoing and evolving situation around COVID‐19. In addition, like many organizations and companies
in the United States and around the globe, Elliott Davis has restricted its employees from travel and onsite work,
whether at a client facility or Elliott Davis facility, to protect the health of both Elliott Davis’s and its clients’
employees. Accordingly, to the extent that any of the services described in this arrangement letter requires or
relies on Elliott Davis or Authority personnel to travel and/or perform work onsite, either at the Authority’s or
Elliott Davis’s facilities, including, but not limited to, maintaining business operations and/or IT infrastructure,
Elliott Davis and the Authority acknowledge and agree that the performance of such work may be delayed,
significantly or indefinitely, and thus certain services described herein may need to be rescheduled and/or
suspended at either Elliott Davis’s or the Authority’s sole discretion. Elliott Davis and the Authority agree to
provide the other with prompt written notice (email will be sufficient) in the event any of the services described
herein will need to be rescheduled and/or suspended. Elliott Davis and the Authority also acknowledge and agree
that any delays or workarounds due to the situation surrounding COVID‐19 may increase the cost of the services
described herein. Elliott Davis will obtain the Authority’s prior written approval (email will be sufficient) for any
increase in the cost of Elliott Davis services that may result from the situation surrounding COVID‐19.
50
Person County
April 7, 2021
Page 4
Fees, Costs, and Access to Workpapers
Our fees to assist the County in evaluating your lease agreements will be $13,200. This fee is based on the
estimated time required by the individuals assigned to assist management with the evaluation of approximately
36 lease agreements as described the “Objectives of the Engagement and Services to be Performed” section above.
The above fee and hour estimates and the completion of our work are based upon the following criteria:
Anticipated cooperation from County personnel
No changes in the scope of our work
Timely responses to our inquiries
Timely completion and delivery of client assistance requests
Timely communication of all significant matters
The assumption that unexpected circumstances will not be encountered during the engagement
The above fee also assumes that our evaluation will be limited to approximately 36 lease agreements, and that
the scope of work will not be expanded to include the evaluation of additional agreements or modifications to
existing agreements.
If any of the aforementioned criteria are not met, then fees may increase. If unforeseen circumstances arise that
result in a significant change in the scope of services and/or necessitate Elliott Davis performing additional
procedures, we will discuss any potential impact on the fee with management prior to incurring any additional
fees in excess of the original estimate.
All other provisions of this letter will survive any fee adjustment. Interim billings will be submitted as services are
rendered and as expenses are incurred. Billings are due upon submission.
Schedule of Work
Timing Work Performed
By April 30th County to upload lease agreements to Suralink
May/June ED perform procedures 1 and 2 above.
June 30th ED to provide questions to County for review
July 15th ED to provide journal entries, model results for County management
review
July 30th County to review, provide comments/questions and final approval
51
Person County
April 7, 2021
Page 5
Other Terms of Our Engagement
Elliott Davis may terminate this relationship immediately in its sole discretion if Elliott Davis determines that
continued performance would result in a violation of law, regulatory requirements, applicable professional
standards or Elliott Davis’ client acceptance or retention standards, or if the County is placed on a verified
sanctioned entity list or if any director or executive of, or other person closely associated with, the County or its
affiliates is placed on a verified sanctioned person list, in each case, including but not limited to lists promulgated
by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. State Department, the
United Nations Security Council, the European Union or any other relevant sanctioning authority.
This letter constitutes the complete and exclusive statement of agreement between Elliott Davis and Person
County superseding all proposals, oral or written, and all other communication as such items relate to Elliott Davis’
services to assist the County in its implementation of GASB 87 as described above.
Electronic Signatures and Counterparts
Each party hereto agrees that any electronic signature of a party to this agreement or any electronic signature to
a document contemplated hereby (including any representation letter) is intended to authenticate such writing
and shall be as valid, and have the same force and effect, as a manual signature. Any such electronically signed
document shall be deemed (i) to be "written" or "in writing," (ii) to have been signed and (iii) to constitute a record
established and maintained in the ordinary course of business and an original written record when printed from
electronic files. Each party hereto also agrees that electronic delivery of a signature to any such document (via
email or otherwise) shall be as effective as manual delivery of a manual signature. For purposes hereof, “electronic
signature” includes, but is not limited to, (i) a scanned copy (as a "pdf" (portable document format) or other
replicating image) of a manual ink signature, (ii) an electronic copy of a traditional signature affixed to a document,
(iii) a signature incorporated into a document utilizing touchscreen capabilities or (iv) a digital signature. This
agreement may be executed in one or more counterparts, each of which shall be considered an original
instrument, but all of which shall be considered one and the same agreement. Paper copies or "printouts,” of such
documents if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be
admissible as between the parties to the same extent and under the same conditions as other original business
records created and maintained in documentary form. Neither party shall contest the admissibility of true and
accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the
business records exception to the hearsay rule.
52
Person County
April 7, 2021
Page 6
If this letter defines the arrangements as the County understands them, please sign and return to us the enclosed
copy of this letter to indicate your acknowledgment of, and agreement with, the arrangements for our services
including our respective responsibilities. We appreciate your business.
Very truly yours,
Tom McNeish
Shareholder
CONFIRMED ON BEHALF OF THE ADDRESSEE:
Confirmed on behalf of Person County:
Amy Wehrenberg, Finance Director Date
53
Appendix A
Master Terms, Conditions and Limitations for Consulting and Business Advisory Services
Elliott Davis, LLC/PLLC Master Terms, Conditions and Limitations for Consulting Services (11/17) Page 1
In the course of delivering consulting and business advisory services, Elliott Davis, LLC/PLLC (“we” or “us”) applies customary practices intended
to provide services in a cost effective manner. This document describes certain of these customary practices, as well as other standard terms,
conditions, and limitations relating to our provision of consulting, business advisory and related services (the “Services”) from time to time. Unless
otherwise agreed in a written instrument signed by our authorized shareholder, all Services that we perform for you or any third party shall be
subject to the following master terms, conditions and limitations (the “Terms”). References to the “Engagement Letter” mean the applicable letter
or other document describing the specific engagement under this master agreement for which our Services have been retained and the associated
fee arrangement to which these Terms are attached. If any term or provision of this letter is determined to be invalid or unenforceable, such term
or provision will be deemed stricken, and all other terms and provisions will remain in full force and effect.
1. Master Terms Regarding Consulting and Business Advisory Services
1.1 Scope of Services. Our Services are limited to the services described in the
applicable Engagement Letter. If you would like us to advise you concerning any
specific matter not covered by the Engagement Letter, please contact us to discuss
expanding the scope of our services. Our agreement to provide services for one
engagement does not obligate us to accept any other engagement.
1.2 Reliance on Information. We will not investigate or verify any facts underlying the
information provided to us by you, and we will rely on the accuracy and completeness
of the information that you provide us. If the actual facts are different from the facts
represented to or understood by us, or if there are other facts of which we are not
aware, you shall bear the full risk of such inaccuracies. We will exercise due
professional care and judgment in the performance of our Services.
1.3 Your Responsibilities. In order for us to provide effective services, you must
cooperate with us and provide us with any information that we request, all on a timely
basis. You must cause your employees and contractors to cooperate fully and timely
with us. You must designate for us a person with suitable skill, knowledge and/or
experience authorized to oversee our services and make or obtain all management
decisions with respect to our services on a timely basis. You will determine the scope,
risk, and frequency of our services, evaluate the adequacy of our services and the
findings resulting from the performance of those services and accept responsibility for
the results of our services, including any final work product and any identified risks
and vulnerabilities. You agree that we may rely in good faith on all information and
management decisions communicated to us by you, your employees, or your
contractors, without independent investigation or verification and we will not be
responsible for any loss or other obligation arising from our reliance. Any failure to
fulfill your responsibilities will be grounds for our suspending or terminating our
services.
1.4 Independent Contractor. For all Services that we perform, we will be an
independent contractor and not your employee, agent or partner, and we will
determine the method, details and means of performing our services. We assume full
and sole responsibility for the payment of all compensation and expenses of our
employees and for all of their applicable employee withholdings.
1.5 Confidentiality. We will maintain the confidentiality of your Confidential
Information. We may disclose your Confidential Information to our employees and
third party contractors as necessary to provide our Services. Without limiting the
foregoing, we may in certain circumstances disclose your Confidential Information to
software vendors for the purpose of obtaining technical support in the course of
providing services to you, but it is our policy to require these vendors to maintain the
confidentiality of Confidential Information disclosed to them. We may also disclose
Confidential Information if required by a court or governmental agency, but we will
use commercially reasonable efforts to inform you prior to disclosure. By agreeing to
the applicable Engagement Letter, you specifically authorize the disclosures described
in this paragraph.
To protect your Confidential Information, you agree that you will not disclose any
Confidential Information to us except as we request or as necessary for us to provide
our services.
In certain circumstances, information that you disclose to us could be the subject of a
claim of privilege, but you must generally assert and maintain the privilege claim. You
should contact your legal counsel if you have questions concerning the availability of
any privilege or how and whether to assert a privilege.
We will use reasonable precautions to protect your Confidential Information, but we
have no obligation to employ any measures that you do not regularly employ in
protecting your Confidential Information. Except as provided in the following sentence
“Confidential Information” means (i) information contained in your internal financial
and business records, (ii) information reported on your tax returns and (iii) other
information concerning you or your business that is marked “confidential” or
otherwise identified as “confidential” in writing at the time of disclosure. Confidential
Information does not include information (i) that is or becomes publicly available or
generally known to persons in your industry without breach of our obligations under
this section or (ii) received by us after the termination of the Engagement Letter.
A majority of our clients choose to communicate with us by email, and we will use
email unless a client directs otherwise. Because email is not always secure, it may not
be an appropriate means for sending certain confidential or sensitive data. If you are
concerned about the security of particular information, please contact us to discuss
alternative arrangements.
1.6 Engagement of Other Parties. In performing the Services, we may engage the
services of a third party, including independent contractors or other third party
personnel. By engaging us, you have authorized us to allow employees of the third
party and such other third parties access to your files, financial information and other
confidential information. Our engagement of any third party does not affect our
obligations to you.
1.7 Disclaimer of Legal and Investment Advice. Our Services under the applicable
Engagement Letter and these Terms do not constitute legal or investment advice. We
will not monitor investment activity, provide investment advice, or supervise the
actions of the entity or individuals performing investment activities on your behalf.
We recommend you review all brokerage (or investment advisory) statements
promptly and carefully, and direct any questions regarding activities on your account
to your broker (or investment advisor). We recommend that you retain competent
legal counsel and investment advisers.
1.8 Warranty and Limitation. We warrant that our Services will be performed with
reasonable care in accordance with applicable professional standards. THIS
WARRANTY IS OUR ONLY WARRANTY CONCERNING OUR SERVICES AND IS MADE
EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, ALL
OF WHICH ARE HEREBY DISCLAIMED.
1.9 Documents and Files. During the course of our engagement, we may accumulate
records containing data which should be reflected in your books and records. It is your
responsibility to determine that all such data, if necessary, will be so reflected. Upon
your written request, we will return to you all original documents provided to us in
connection with the performance of our Services. We may retain copies of these
documents for our files.
1.10 Work Product. We will deliver to you any reports, memoranda or other written
deliverables specified in the applicable Engagement Letter. All work product and files
will remain our property and we retain all copyrights and intellectual property with
respect to our work product. We, in our sole discretion, may provide you with access
to or copies of our files, but you will be obligated to pay all costs associated with such
access or copies. You agree that you will not include our reports, or otherwise make
reference to us, in any public or private securities or debt offering.
1.11 Document Production and Testimony. If we are requested or authorized by you,
or if we are required by government regulation, subpoena or other legal process, to
produce any documents or files, or to make our personnel available as witnesses with
respect to any engagement, you will, so long as we are not a party to the proceeding
in which the information is sought, reimburse us for our professional time and
expenses, as well as the reasonable fees and expenses of our counsel, incurred in
responding to such requests.
1.12 Record Retention. Our current policy (which we may revise at any time and in
our sole discretion) is to retain copies of work product and certain related workpapers
for seven years after completion, subject to casualties beyond our control.
1.13 Conflicting Engagements. If we at any time determine in our sole discretion that
a conflict of interest exists that prevents us from providing our Services in accordance
with applicable ethical rules, we will notify you of the conflict and may withdraw from
representing you to the extent that such withdrawal is required or permitted by
applicable ethical rules.
54
Appendix A
Master Terms, Conditions and Limitations for Consulting and Business Advisory Services
Elliott Davis, LLC/PLLC Master Terms, Conditions and Limitations for Consulting Services (11/17) Page 2
2. General Business Terms
2.1 Requests for Services. In responding to requests for services made by your
officers, managers, employees, or agents, we will presume that all requests have been
authorized by your internal procedures. If you wish to limit the individuals who can
request services, you must notify us of any limitations in writing.
2.2 Billing. Our fees and expenses will be billed on a regular basis. Each invoice is
payable upon receipt of the invoice. If you believe that any invoice is incorrect or if
you wish to dispute any invoice, you must notify us in writing within 15 days of your
receipt of the invoice. We reserve the right to charge interest on any invoice that is
not paid within 30 days of the invoice date.
2.3 Uncontrollable Delays. The time for performance of any of your or our obligations
(other than the obligation to pay money due) will be extended for a reasonable time
in the event of causes beyond your or our reasonable control, including without
limitation acts of God, war, acts of government, fire, flood, strike or labor problems,
sabotage, and delays in obtaining labor, materials, equipment, or transportation.
2.4 Suspension of Services. If you fail to pay any invoice when due, we reserve the
right to suspend performance of our Services until your account is paid in full or you
have made other payment arrangements satisfactory to us. Our suspension of
Services will not affect your obligations to us under the applicable Engagement Letter
or these Terms.
2.5 Termination. You may terminate any Engagement Letter at any time by written
notice to us. Subject to any restrictions imposed by applicable ethical rules, we may
terminate an Engagement Letter at any time upon written notice to you. Termination
for any reason will not affect your obligation to pay us for fees and expenses incurred
prior to termination or in transferring files to and otherwise cooperating with any
successor consultant or advisor. If you terminate any Engagement Letter after we have
commenced performing Services under a fixed fee arrangement, you will be obligated
to pay us the entire fixed fee upon termination.
2.6 Survival of Provisions. All provisions of these Terms will survive the termination
or cancellation of the applicable Engagement Letter, except that (i) we will not have
any obligation to provide Services under such Engagement Letter after termination
and (ii) except as provided in paragraphs 1.10, 1.11 and 2.5, you will not have any
obligation to pay us for any Services that we perform under the applicable
Engagement Letter after termination.
2.7 Entire Agreement; Interpretation. These Terms and the applicable Engagement
Letter represent our entire agreement and understanding concerning the
engagement described in each Engagement Letter, and they supersede all prior and
contemporaneous agreements. All Terms and each Engagement Letter must be
construed according to their fair meaning and not strictly for or against any party.
2.8 Amendments, Waivers and Consents. Neither these Terms nor an Engagement
Letter may be amended except by our mutual written agreement. No waiver of any
breach of these Terms or the applicable Engagement Letter will be effective unless the
waiver is in writing and signed by the party against whom the waiver will be enforced.
No waiver of any one breach will be deemed a waiver of any other or subsequent
breach.
2.9 Assignment; No Third Party Beneficiaries. You may not assign an Engagement
Letter or these Terms to any other party without our prior written consent. These
Terms and each Engagement Letter will be binding on our and your respective
successors and assigns. There are no third party beneficiaries to any Engagement
Letter or to these Terms except as expressly provided in the applicable Engagement
Letter.
2.10 Governing Law. Each Engagement Letter (including these terms, conditions, and
limitations) and any dispute or claim arising out of or relating thereto will be governed
by and construed in accordance with the laws of the State of North Carolina. All
litigation or other legal proceedings will be brought in the State or Federal courts
located in that state. The parties agree to this choice of law, jurisdiction and venue,
and waive any defense of an inconvenient forum. The parties also waive trial by jury
and agree that any dispute or claim should be resolved by a judge without a jury.
2.11 Newsletters and Similar Communications. We may as a courtesy from time to
time send newsletters, emails, explanations of financial or business developments or
similar communications to selected clients, former clients or other interested parties.
These communications are of a general nature and are not definitive advice. We do
not send all such communications to all clients, former clients, or interested parties.
These newsletters do not establish or continue a client relationship with any person,
and they do not constitute an undertaking on our part to monitor any such issue for
you or for any other parties.
3. Dispute Resolution
Parties to this engagement agree that any dispute that may arise regarding the
meaning, performance or enforcement of this engagement will, prior to resorting to
litigation, be submitted to mediation. All mediations initiated as a result of this
engagement shall be administered pursuant to the mediation rules of the State of
North Carolina. The results of this mediation shall be binding only upon agreement of
each party to be bound. Costs of any mediation proceeding shall be shared equally by
both parties. The mediation shall be confidential in all respects, as allowed or required
by law, except our final settlement positions at mediation shall be admissible in
litigation solely to enforce the settlement agreement or as ordered by the court. If
any portion of this agreement is deemed invalid or unenforceable, said finding shall
not operate to invalidate the remainder of the terms set forth in this engagement
letter. This section shall survive completion or termination of this Agreement, but
under no circumstances shall either party call for mediation of any claim or dispute
arising out of this Agreement after such period of time as would normally bar the
initiation of legal proceedings to litigate such claim or dispute under the laws of the
State of North Carolina.
If mediation fails to resolve the dispute or claim, the parties hereby agree to submit
any action, claim or counterclaim whether based in contract, tort, and statutory rights
or otherwise to the state and federal courts of the State of North Carolina. The parties
also agree that the laws of the State of North Carolina shall govern all legal proceedings
arising from this engagement.
55