HomeMy WebLinkAboutMINUTES - 07242007 - C.129-1 t _sE..L..o�_
TO: BOARD OF SUPERVISORS Contra
__. �:.,
FROM: Silvano B. Marchesi, County Counsel -s. - Costa
.'jj1j.Wj.
DATE: July 24, 2007 County
SUBJECT: AGREEMENT FOR BINDING AGREED UPON
PROCEDURES TO IMPLEMENT SETTLEMENT
AGREEMENT BETWEEN COUNTY AND WORLDWIDE '
EDUCATIONAL SERVICES, INC.
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDED ACTION: APPROVE and AUTHORIZE the Employment and Human Services
Director to execute an agreement for agreed upon procedures with R.J. Ricciardi, Inc. in an amount
not to exceed $150,000 to implement a settlement agreement between Contra Costa County and
Worldwide Educational Services, Inc.
FISCAL IMPACT: The Agreement for Agreed Upon Procedures has $150,000 payment limit.
Depending on the results of the agreed upon procedures, additional monies could be due from the
County to WES or from WES to the County.
BACKGROUND: The County and WES-have had a long-standing contractual dispute, regarding
fourteen contracts covering three fiscal years (1998-1999, 1999-2000, & 2000-2001).. Under those
contracts, WES provided employment-related services for County clients enrolled in the following
federally-funded programs: the Job Training Program Act; the Workforce Investment Act; and Welfare.
to Work.
The parties agreed to resolve this dispute by submitting it to an accountant to review and make
binding determinations regarding the reimbursable costs and money owed (if any). This Board
previously approved the Settlement Agreement between the parties (attached). The Agreement for
Binding Agreed Upon Procedures implements that Settlement Agreement.
CONTINUED ON ATTACHMENT: [4-Y-ES SIGNATUREJ, ."A•
+RECOMMENDATION OF COUNTY ADMINISTRATOR ❑ RECOMMENDATION OF BOARD COMMITTEE
P-KPPROVE OTHER
SIGNATURE(S). I ( ll,^,
ACTION OF BO RD N J Ul C X00
APPROVED AS ECOMMENDED ®. OTHER ❑
VOTE OF SUPERVISORS: I HEREBY CERTIFY THAT THIS IS A TRUE AND
CORRECT COPY OF AN ACTION .TAKEN AND
UNANIMOUS (ABSENT ) -ENTERED ON THE MINUTES OF THE BOARD OF
SUPERVISORS ON THE DATE SHOWN.
AYES: NOES:
� '
ABSENT: ABSTAIN: ATTESTED: C)"I
Contact: Kevin T. Kerr(335-1819) JOHN CULLEN, CLERK OF THE BOARD OF
cc: County Administrator SUPERVISORS AND COUNTY ADMINISTRATOR
County Counsel
EHSD
BY: . —Deputy
AGREEMENT FOR BINDING AGREED UPON PROCEDURES
This Agreement for Binding Agreed Upon Procedures ("Agreement") is made by
and between Contra Costa County ("County"), Worldwide Educational Services, Inc.
("Worldwide") and R.J. Ricciardi, Inc., Certified Public Accountants("Accountant")
(collectively, "the parties").
1. Purpose. The purpose of this Agreement is to implement the Settlement
Agreement and Mutual Release entered into between Worldwide and the County, a
copy of which is attached as Exhibit A to this Agreement and which is
incorporated herein by reference.
2. Term. This Agreement will be effective as of the date that it is approved by the
Contra Costa County Board of Supervisors and it is executed by all parties hereto.
3. Payment Limit. The total payments to the Accountant under this Agreement
shall not exceed $150,000.'
4. Entire Agreement.
4.1 The work performed under-this Agreement will conform to the following
instruments:
a. This Agreement.
b. Settlement Agreement and Mutual Release, Exhibit A.
C. Procedures to Be Performed, Exhibit C.
d. Letter of Engagement, Exhibit B.
e. Contracts identified in the Recitals, section A, of the Settlement
Agreement and Mutual Release (Exhibit A).
4.2 If a conflict exists between the documents referenced in Section 4.1, the
order of precedence will be as listed in Section 4.1.
4.3 The parties agree that'the references to an audit in the Settlement
Agreement and Mutual Release encompass the agreed upon procedures
contemplated under this Agreement and that the agreed upon procedures
satisfy the audit requirements set forth in the Settlement Agreement and
Mutual Release.
4.4 This Agreement, including all attached Exhibits, constitutes the entire
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agreement between the parties with respect to the subject matter of this
Agreement and, except as to the contracts which are the subject of the
agreed upon procedures to which this Agreement pertains, supersedes all
prior agreements, understandings, negotiations and discussions, written or
oral, between the parties.
5. Modifications and Amendments. This Agreement may only be modified or
amended by written agreement duly signed by authorized representatives of the
parties and, on behalf of the County, by the Contra Costa County Board of
Supervisors or, after Board approval, by its designee.
6. Worldwide's Obligations. Worldwide will:
6.1 Cooperate with the Accountant.
6.2 Take steps to ensure that its actions do not cause undue delay in the
completion of the agreed upon procedures which are the subject of this
Agreement.
.6.3 Refrain from any ex parte communications with the Accountant except as to
those communications initiated by the Accountant and deemed by the
Accountant to be reasonably necessary to carrying out the agreed upon
procedures .
6.4 Not appeal from the agreed upon procedures, challenge the agreed upon
procedures in anyway, or file any claim or legal action against the
Accountant with respect to the agreed upon procedures, except in the case
of fraud or willful misconduct by the Accountant.
6.5 Take all steps necessary to implement the results of the agreed upon
procedures including but not limited to notifying appropriate federal and
state agencies and making payments as appropriate based on the agreed
upon procedures findings.
7. County's Obligations. The County will:
7.1 Make to the Accountant those payments described in the Service Plan,
subject to the Payment Limit set out in Section 3.
7.2 Cooperate with the Accountant.
Page 2 of 7
7.3 Take steps to ensure that its actions do not cause undue delay in the
completion of the agreed upon procedures which are the subject of this
Agreement.
7.4 Refrain from any ex parte communications with the Accountant except as to
those communications initiated by the Accountant and deemed by the
Accountant to be reasonably necessary to carrying out the agreed upon
procedures .
7.5 Not appeal from the agreed upon procedures, challenge the agreed upon
procedures in.any way, or .file any claim or legal action against the
Accountant with respect to the agreed upon procedures, except in.the case
of fraud or willful misconduct by the Accountant.
7.6 Take all steps necessary to implement the results of the agreed upon
procedures, including but not limited to notifying appropriate federal and
state agencies and making payments as appropriate based on the agreed
upon procedures findings.
8. Accountant's Obligations. The Accountant will:
8.1 Provide those services described in the Procedures to be Performed attached
as Exhibit C.
8.2 Comply with all applicable federal, state and local laws and regulations
with respect to its performance under this Agreement.
8.3 Refrain from engaging in any ex parte communication with any other party
to this Agreement that is initiated by such other party, and refrain from
initiating ex parte communications with any other party to this Agreement,
except as reasonably necessary to conduct the agreed upon procedures.
9. Insurance.
. 9.1 Automobile Insurance. During the entire term of this Agreement,
Accountant shall keep in effect a policy of motor vehicle liability insurance
.for any use Accountant makes of a private automobile in the performance of
this Agreement in amounts not less than:
a. $100,000 for injury to, or death of, one person;
Page 3 of 7
b. $300,000 for injury to, or death of, two or more persons, per
occurrence; and
C. $50,000 for property damage.
9.2 General Liability Insurance. During the entire term of this Agreement,
Accountant shall keep in effect a policy of general liability insurance in an
amount not less than $500,000.
9.3 Professional Liability. Insurance. During the entire term of this
Agreement, Accountant shall keep in effect a policy of professional.liability
insurance in an amount not less than $500,000.
10. indemnification. Except as otherwise limited by Sections 6.4 and 7.5,
Accountant shall hold harmless each other party to this Agreement for any
property damage, injury or death arising from or in connection with the services
provided by Accountant hereunder and due to the negligence or willful misconduct
of Accountant or any person under its direction or control. Accountant's
obligations under this section shall exist regardless of concurrent negligence or
willful misconduct on the part of another party or any other person; provided,
however, that Accountant's obligation to indemnify shall be limited to the
proportion of negligence or willful misconduct.attributable to Accountant or any
person under its direction or control.
11. Documents. All materials of a .finished nature, such as the Accountant's final
report, prepared in the performance of this Agreement, shall be delivered
simultaneously to the County and to Worldwide.
12. Assignment. This Agreement shall not be assignable or transferable in whole or
in part by Accountant, whether voluntarily, by operation of law or otherwise,
except with the written consent-of all parties, which consent shall not be
unreasonably withheld.
13. Heirs, Successors and Assigns. Except as otherwise provided in Section 12, this
Agreement shall inure to the benefit of and bind the heirs, successors, executors,
personal representatives and assigns of the parties.
14. Records. Accountant shall keep and make available for inspection and copying
by authorized representatives of the County, the State of California and the United
States Government, Accountant's regular business records and such additional
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1
records pertaining to this Agreement as may be required by the County.
14.1 Retention of Records. Accountant shall retain all documents pertaining to
this Agreement for seven years from the date of submission of Accountant's
final audit report; for any further period that is required by law; and until all
federal/state audits are complete and exceptions resolved with. respect to the
contracts to be audited under this Agreement. Upon request, Accountant
shall make these records available to authorized representatives of the other
parties, the State of California, and the United States Government.
14.2 Access to Books and Records of Accountant. Accountant shall, upon
written request and until the expiration of four years after the furnishing of
services pursuant to this Agreement, make available to the County, the State
of California, and the United States Government, or their authorized
representatives, this Agreement and books, documents and records of
Accountant necessary to certify the nature and extent of all costs and
charges hereunder. This condition is in addition to any and all other terms
regarding the maintenance or retention of records under this Agreement,
and is binding on the heirs,.successors, assigns and representatives of
Accountant.
15. Choice of Law. This Agreement is made in Contra Costa County and shall be
governed and construed in accordance with the laws of the State of California.
16. Independent Contractors. This Agreement is by and between independent
contractors and is not intended to and shall not be construed to create the
relationship between the parties of agent, servant, employee, partnership,joint
venture or association.
17. Confidentiality. Accountant agrees to comply and to require its officers,
partners, associates, agents and employees to comply with all applicable federal,
state or local statutes or regulations respecting confidentiality, including but not
limited to, the identity of persons served under the contracts that are the subject of
the agreed upon procedures to be performed hereunder, their records, or services
provided.them.
18. Severability. In the event that any provision of this Agreement is determined to
be invalid, void or unenforceable, the remaining provisions of the Agreement shall
remain in full force and effect.
Page 5 of 7
19. Construction. This Agreement is the product of negotiation between the parties,
and was drafted by the parties and their representatives. Any rule of construction
to the effect that any ambiguity is to be resolved against the drafting party shall not
be applied to the interpretation of this Agreement.
20. Materiality of All Terms. Each party expressly acknowledges and agrees that
each and every term and condition of this Agreement is a material part of the
Agreement, and constitutes a material part of the bargained-for consideration
which has induced the parties to enter into this Agreement.
21. Execution of Agreement; Counterparts. Pursuant to California Corporations
Code section 313 and California Civil Code section 1190, two corporate officers
must sign on behalf of each party that is a corporation. The first corporate
signature must be by the.party's chairman of the board, president or any vice-
president. The second corporate signature must be by the party's secretary, .
assistant secretary, chief financial officer, or any assistant treasurer. Each person
executing this Agreement represents and warrants that he or she is authorized to
execute the Agreement and to bind the party on whose behalf the Agreement is
executed. This Agreement may be executed in one or more counterparts, each of
which, once a counterpart has been signed and delivered, shall be deemed a
duplicate original. All counterparts of any such documents together shall
constitute one and the same instrument, and shall be a binding and enforceable
instrument, with the same force and effect as if the parties hereto had executed the
same copy of this Agreement. The parties shall each execute three original
Agreements and each party shall receive a fully-executed original of the
Agreement.
WORLDWIDE EDUCATIONAL R.J. RICCIARDI, INC.
SERVICES, INC. Certified Public Accountants
By: By:
Name (print): Name (print):
Title: Title:
Date: Date:
By: By:
Name (print): Name (print):
Title: Title:
Date: Date:
Page 6 of 7
CONTRA COSTA COUNTY
By:
Joe Valentine, Director
Employment &Human Services Dept:
Page 7 of 7
Exhibit A
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release ("Agreement") is by and between Worldwide
Educational Services, Inc. ("Worldwide") and Contra Costa County.("County"), each of which is
individually referred to as a"party" and which are referred to collectively as "the parties."
RECITALS
A. This Agreement arises out of disputes between the parties regarding contracts into
which the parties entered for fiscal years 1998/1999, 1999/2000 and 2000/2001 (collectively, "the
contracts"), by which Worldwide provided employment-related services for County clients enrolled in
three federally-funded programs: the Job Training Program Act, the Workforce Investment Act and
Welfare to Work.
B. Despite the parties' efforts, the parties have been unable to resolve an ongoing dispute
regarding the contracts.
C. The parties desire to enter into this Agreement to fully and finally resolve the ongoing
dispute regarding the contracts and to avoid the.further expense and burden of protracted and costly
litigation or other dispute resolution mechanisms.
AGREEMENT
The parties agree as follows:
1. AUDIT
In consideration.of the releases, promises and covenants in this Agreement, and in full and final
settlement of this matter, the parties agree to submit their dispute regarding the contracts to a binding
audit that will have the objective of verifying and validating the nature and extent of all costs and charges
under the contracts, on the following terms and conditions:
(a) Scope of the Audit
A CPA auditor will be retained by the parties to conduct a program-specific audit of
the books, documents, and records of Worldwide that are necessary to verify and validate the nature
and extent of all costs and charges under the contracts.
(b) Selection and Engagement of Auditor
(i) The parties will mutually select an auditor. Before that selection, key individuals
associated with Worldwide and the County Employment and Human Services Department will disclose
auditors with whom they have had any relationship or comlection. Any auditor preliminarily.selected by
the parties will be required to conduct a conflict of interest clearance concerning the parties and key
individuals associated with the parties before being retained by the parties.
(ii) The mutually-selected auditor will be retained by the parties through'a written
contract. The contract will include, among other things, an agreement by the parties to cooperate in
good faith with the auditor, without undue'delay, and a payment limit.
(iii) The County will be responsible for paying the auditor under the written
contract.
(c) Conduct of the Audit
(i) The audit will be conducted according to generally accepted accounting .
principles ("GAAP"), and all applicable contractual, state, and federal requirements.
(ii) Ex parte communications between the parties and the auditor will be limited to
communications initiated by the auditor and deemed by the auditor to be reasonably necessary to
carrying out the audit.
(d) Results and Implementation of the Audit
(i) The results of the audit will be binding on the parties. Neither the County nor
Worldwide may appeal from the audit, challenge the audit in any way, or file any claim or legal action
against the auditor with respect to the audit;except in cases of fraud or willful misconduct by the
auditor.
(ii) The County and Worldwide will take all steps necessary to implement the
results of the audit, including but not limited to notifying appropriate federal and state agencies and
making payments to the other party.
2. MUTUAL RELEASEAND DISCHARGE
In consideration of the binding audit called for herein, and any payment(s) made as a result of
PAGE 2 OF 7
that audit, the parties, on behalf of themselves and their respective boards, departments, divisions,
related agencies and entities, officers, former officers, employees, former employees, directors,
principals, attorneys, agents, servants, representatives, administrators, trustors, trustees, beneficiaries,
shareholders, parent companies, partners, associates, subsidiaries, affiliates, predecessors, successors,
assigns, heirs, and insurers, hereby release and forever discharge each other and each of their
respective boards, departments, divisions, related agencies and entities, officers, former officers,
employees, former employees, directors, principals, attomeys, agents, servants, representatives,
administrators, trustors;trustees, beneficiaries, shareholders, parent companies, partners, associates,
subsidiaries, affiliates,predecessors, successors, assigns, heirs, insurers and all persons, firms, entities,
associations and/or corporations connected with them, which are or may ever become liable to either of
the parties, from any and all actions, suits at law or in equity, litigation, claims, demands or damages, of
whatever kind or nature, including but not limited to attorneys' fees and costs, whether or not known,
suspected or claimed, which.have been or could have been asserted, arising from or related to the
contracts. The actions, suits at law or in equity, litigation, claims, demands or damages referenced and
released In this paragraph are referred to as the"Released Claims."
3. WAIVER
The parties acknowledge and agree that this Agreement shall be effective as a bar to each and
every action, cause of action, claim, loss, or damage related to or arising from the Released Claims,
whether known or unknown, foreseen or unforeseen, suspected or unsuspected that any party may .
have against the other party. Each party expressly waives any and all rights and claims it has or may
have under section 1542 of the California Civil Code, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE,WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR.
PAGE 3 OF 7
4. COMPROMISE
The parties understand and agree that this settlement is a compromise of disputed claims and
that the agreement to submit those claims to a binding audit is not in any manner to be construed as an
admission of liability by either of the parties, which liability is expressly denied and controverted.
S. ATTORNEYS' FEES
Each party will bear its own costs, expenses and attorneys' fees arisirig out of or connected
with the negotiation, drafting and execution of this Agreement, and arising out of or connected to any
action to enforce this Agreement, to contest the validity of this Agreement, or attempting to rescind,
negate, modify or reform tivs Agreement, or any of the terms or provisions hereof.
6. ENTIRE AGREEMENT
Except as to the contracts, this Agreement contains the entire agreement between the parties
with respect to the subject matter of this Agreement and, except as to the contracts, this Agreement
supersedes all prior agreements, understandings, negotiations and discussions,whether oral.or written,
of the parties.
7. SEVERABILITY
In the event that any provision of this Agreement is determined to be invalid, void, or
unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. .
8. GOVERNING LAW
This Agreement shall be construed, interpreted and enforced in accordance with the laws of the
State of California.
9. CONSTRUCTION
This Agreement is the product of negotiation between the parties, and was drafted by the
parties and their representatives. Any rule of construction to the effect that any ambiguity is to be
resolved against the drafting party shall not be applied to the interpretation of this Agreement.
10. MATERIALITY OF ALL TERMS
Each party expressly acknowledges and agrees that each and every term and condition of this
Agreement is a material part of the Agreement, and constitutes a material part of the bargained-for
PAGE 4 OF 7
consideration which has induced the parties to enter into this Agreement.
11. ADDITIONAL DOCUMENTS AND ACTIONS
The parties agree to cooperate fully and to timely execute any and all supplementary documents
and to take all additional actions which may be necessary or appropriate to give full force and effect to
the basic terms and intent of this Agreement.
12. CONSULTATION WITH COUNSEL
The parties acknowledge that they have read this Agreement and fully understand the
implications of this Agreement, and that they have had the opportunity to discuss this Agreement with.
counsel.
13. VOLUNTARY EXECUTION.
Each party freely and voluntarily executes this Agreement and is not acting under coercion,
fraud, duress, menace, economic compulsion, undue influence, or because of any alleged disparity of
bargaining power; rather, each party freely and voluntarily signs this Agreement for its oven,benefit.
14. EXECUTION OF AGREEMENT; COUNTERPARTS
Pursuant to California Corporations Code section 313 and California Civil Code section 1190,
tura corporate officers must sign on behalf of each party that is a corporation. The first corporate
signature must be by the party's chairman of the board, president or any vice-president. The second
corporate signature must be by the party's secretary, assistant secretary, chief financial officer, or any
assistant treasurer. Each person executing this agreement represents and warrants that he or she is
authorized to execute the agreement and to bind the party on whose behalf the agreement is executed.
This Agreement may be executed in one or more counterparts, each of which, once a counterpart has
been signed and delivered, shall.be deemed a duplicate original: A.11 counterparts of any such
documents together shall constitute one and the same instrument, and shall be a binding and enforceable
instrument, with the same force and effect as if the parties hereto had executed the same copy of this
Agreement. The parties shall each execute two original Agreements and each party shall receive a
fully-executed original of the Agreement.
PAGE 5 OF 7
IS. EFFECTIVE DATE
This Agreement will be effective as of the date that it is approved by the Contra.Costa County
Board of Supervisors and it is executed by all parties hereto.
-IN WITNESS WHEREOF, each party has executed this Agreement intending to be fully and
legally bound by its terns, effective as of the Effective Date.
Dated: COUNTY OF CONTRA COSTA
By: l� J
John Cullen,Director
Employment & Human Services Department
WORLDWIDE UCATIONAL SERVICES INC.
Dated: '�� i %� I v� ,
By:
Name(Wrml): Neil Barth
Title:e-l�resi nt / 1
i
By 1
Nam6 (pW -\ "Neil: Barth
Title: Secretary
PAGE 6 OF 7
APPROVED AS TO FORM.
Dated: 1012--1105 SILVANO B. MARCHER
County Counsel
By:
Kevin T. Kerr
Deputy County Counsel,
Attorneys for.Contra Costa County
Dated: 3 e 11 MICHAEL R. WOODS, a Professional Corporation
By:
Michael R. Woods
Attorneys for Worldwide Educational Services
Inc.
PAGE 7 OF 7
Ab-
lt B
Re J. RICCIARDI, Inc.
CERTIFIED PUBLIC ACCOUNTANTS
1000 FOURTH STREET • SUITE 400 • SAN RAFAEL,CALIFORNIA 94901 •PHONE (415)457-1215 • FAX(415)457-6735• www.rjrcPa.com
March 20,2007
Contra Costa County and Worldwide Education Services, Inc.
Employment and Human Sen*ices
Contracts Unit
40 Douglas Drive
Martinez,CA 94553
Dear Ladies and Gentlemen:
We are pleased to confirm our. understanding of the nature and limitations of the services we are to provide
for the County of Contra Costa County and Worldwide Education Services, Inc.
We will review the audit reports and workpapers of Worldwide Education Services of California Inc.
prepared by Wallace Rowe &Associates for the fiscal years ending June 30, 1999,June 30, 2000 and June 30,
2001. We will also apply the agreed-upon procedures listed in the attached schedule to the findings listed in
those audit reports. Further we will also apply the agreed upon procedures to any additional claimed
expenditures previously reported by Worldwide Education to Contra Costa County Employment and Human
Services for the following contracts:
June 30, 1998 to August 31, 1998
19-1220-7 Title IIA &IIC West County Area
19-1221-7 Tide IIA& IIC Central County Area
1.9-3024-7 Title III West and Central County Areas
July 1, 1998 to June 30, 1999
19-1236-1 Titles 1I&III East County One-Stop
19-1246-0 Titles II&III West County One-Stop
19-1247-0 Titles II&III Central County One-Stop
19-1249-0 Titles II.A. - 8%/50% Gain Remediation Program
July 1, 1999 to June.30,2.000
19-1262-1 Titles IIA- 8% Gain Remediation Program
19-1264-1 Titles IIA, IIC, III, IIA5% East County One-Stop
19-1271-1 Titles IIA,IIC,III, IIA5% West Country One-Stop
19-1272-1 Titles IIA,IIC,III,IIA5% Central County One-Stop
19-6003-0 Welfare-to-Work Central Contra Costa County
19-6004-0 Welfare-to-Work West Contra Costa County
19-6006-0 Welfare-to-Work Central Contra Costa County
19-6007-0 Welfare-to-Work West Contra Costa Countv
19-6011-0 Welfare-to-Work East Contra Costa County
18-009-0 Welfare-to-Work Monument Corridor-Central
Contra Costa County and Worldwide Education Services,Inc.
Employment and Human Services,Page 2
July 1, 2000 to June 30,2001
18-012-0 Workforce Investment Act One Stop Career Centers- C,E&W County
18-029-0 Welfare-to-Work County Wide
This engagement is solely to assist the County of Contra Costa County and Worldwide Education Services,
Inc. in fulfilling the requirements of the Settlement Agreement and Mutual Release (Number 21-190-0)which
both parties agreed to. Our engagement to apply agreed-upon procedures,will be conducted in accordance
with attestation standards established by the American Institute of Certified Public Accountants. The
sufficiency of the procedures is solely the responsibility of those parties specified in the report. Consequently,
we.make no representation regarding the sufficiency of the procedures described in the attached schedule
either for the purpose for which this report has been requested or for any other purpose. If, for any reason,
we are unable to complete the procedures, we will describe any restrictions on the performance of the
procedures in our report,or will riot issue a report as a result of this engagement.
Because the agreed-upon procedures listed in the attached schedule do not constitute an examination,we will
not express an opinion on the systems in place to record WIA activity. In addition, we have no obligation to
perform any procedures beyond those listed in the attached schedule.
We will submit a report listing the procedures performed and our findings. This report will reflect any
adjustment in the 5% profit limit resulting from adjustments to allowable claimed costs. This report is
intended solely for the use of the County of Contra Costa County, Worldwide Education Services, Inc., and
federal awarding agencies and pass-through entities, and should not be used by anyone other than these
specified parties. Our report will contain a paragraph indicating that had we performed additional procedures,.
other matters might have come to our attention that would have been reported to you.
We understand that your employees will prepare all information we request in our Client Participation List in
the format requested and send it to us 30 days prior to scheduling the audit field work. If you have
insufficient personnel or time to prepare these items we can assist you in this area and we will discuss with
you the additional time required and estimated fee for these services.
Management of Contra Costa County and Worldwide Education Services, Inc. arc responsible for
management decisions and functions; and for designating a qualified management-level employee to oversee
agreed-upon procedures we provide. Management of Contra Costa County and Worldwide Education
Services, Inc. are responsible for evaluating the adequacy and results of those services and accepting
responsibility for such services.
We estimate that our fees for these services plus travel anis other out-of-pocket costs such as report
production,word processing, postage, etc. will be for June 30, 1999 $41,000,June 30, 2000 $41,000 and June
30, 2001 $41,000. The fee estimate is based on anticipated cooperation from your personnel and the
assumption that unexpected circumstances will not be encountered during the engagement. If significant
additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur the
additional costs. Our invoices for these fees will be rendered each month as work progresses and are payable
on presentation.
In accordance with our firm policies, work will be suspended if your account becomes 30 days or more
overdue and will not be resumed until your account is paid in full. If we elect to terminate our services for
nonpayment, our services will be deemed to have been completed upon written notification of the
termination even if we have not completed our report. You will be obligated to compensate us for all time
expended and to reimburse us for all out-of-pocket expenditures through the date of termination.
Contra Costa County and Worldwide Education Services,.Inc..
Employment and Human Services,Page 3
We appreciate the opportunity to assist you and believe this letter accurately surrunarizes the significant terms .
of our engagement. If you have any'questions, please let us know. If-you agree with the terms of our
engagement as described in this letter, please sign the enclosed copy and return it to us. If the need for
additional procedures arises, our agreement with you will need to be revised. Itis customary for us to
enumerate these revisions in an addendum to this letter. If additional specified parties of the report arc added,
we will require that they acknowledge in writing their responsibility for the sufficiency of procedures.
Very truly yours,
R.J. Ricciardi, Inc.
Certified Public Accountants
RESPONSE:
This letter correctly sets forth the understanding of Contra Costa County:
Officer signature:
Title:
Date:
This letter correctly sets forth the understanding of Worldwide Education Sen-ices, Inc.:
Officer signature:
Title:
Date:
R]R:rt
bit
�
Procedures to be Performed
1) We will perform the following compliance requirements as outlined in 01\fB A-133 as they apply to Worldwide
Educational Services Inc. Worldwide Educational Services Inc. is a for-profit organization covered under
CFR.40 Part 30 and these cost principles will apply.
2) We will use the following sample sizes for testing of transactions:
Sample Size
For all sampling, the desired level of assurance is high,and the tolerable error amount/rate is low.
This level of assurance is the degree of confidence that correct conclusions from the test have been formed. We
can reduce this risk (and increase the level of assurance) by increasing the sample size. We will use a 90%
confidence level with a tolerable rate of deviation of 5%.
All accept/reject items will be selected in a non-random,haphazard manner.
APPROXIMATE SAMPLE SIZE TABLE
POPULATION SAMPLE
SIZE SIZE
0-25................................25
26 - 50 ..............................25
51 - 100 .............................25
101 - 150............................30.
151 - 200 ............................35
201 - 300 ...........................40
301 - 1,600 ..'.......................45
COMPLIANCE SUMMARY OF AUDIT.PROCEDURES TO BE PERFORMED
REQUIREMENTS
ACTIVITIES ALLOWED Select a random sample (based on size of population to be tested and sample
OR UNALLOWED method noted above)of cash disbursements to review for activities allowed or
unallowed.
ALLOWABLE COSTS/ 1) Select a sample (based on size of population to be tested and sample
COST PRINCIPLES method noted above) of cash disbursements to review for allowable costs.
A. Supported by appropriate documentation, such as:
(1)Approved purchase orders.
(2) Receiving reports.
(3)Vendor invoices.
(4) Canceled checks.
B. Correctly charged as to account,amount,and period.
C. In accordance with the allowability of costs provisions of the
1
Procedures to.be Performed
applicable cost principles and any limitations in the program
agreement,program regulations, or program statutes.
(1) Necessary'and reasonable for the proper administration of the
program.
(2) Allocable to a particular cost objective (e.g., a specific function,
program, project, department, or the like) if the goods or services
involved are charged or assigned to such cost objective in accordance
with relative benefits received.
D.Applied uniformly to federal and non-federal activities.
E. Given consistent accounting treatment within and between
accounting periods. .
e
F. Calculated in conformity with CASB Standards,generally accepted
accounting principles or another comprehensive basis of
accounting,when required under the applicable OMB cost
principles or CASB Standards.
G. Net of all applicable credits,e.g.,volume or cash discounts,
insurance recoveries,refunds,rebates,rental income,trade-ins,
adjustments for checks not cashed,and scrap sales.
H. Not included as a direct cost of a federal program if the same or
.similar costs were allocated as an indirect cost to the same program
(or not included as an indirect cost of a federal program if the same
or similar costs were allocated as a direct cost to the same
program).
1. For actual costs. (The charges are for actual costs rather than estimated
based on budgeted or projected amounts.)
J, For fringe benefit allocations,charges,or rates, such allocations,
charges,or rates are based on the benefits received by different.classes
of employees within the organization.
K. Review the Agency's indirect cost rate or cost allocation plan for
reasonableness and to ensure the WIA programs are charged within the
allowable rate or plan.
2) Select a sample (based on size of population to be tested and sample
method noted above) of payroll items to review for allowable costs.
A. Supported by appropriate documentation, such as:
(1) traces to direct deposit/bank statement .
(2)Timesheet signed by Manager&Employee
B. Correctly charged as to account, amount, and period.
C. Consistent with allowable activities and properly classified and
accumulated into the activity total.
7
Procedures to be Performed
D. In accordance with the allowability of costs provisions of the applicable
cost principles and any limitations in' the program agreement,program
regulations,or program statutes.
(1)Necessary and reasonable for the proper administration of the
program.
(2)Allocable to a particular cost objective (e.g., a specific function,
program,project, department,or the like)if the goods or services
involved are charged or assigned to such cost objective in accordance
with relative benefits received.
E. Applied uniformly to federal and non-federal activities.
F. Given consistent accounting treatment within and between accounting
periods.
G. Calculated in conformity with CASB Standards,generally accepted
accounting principles or another comprehensive basis of accounting,
when required under the applicable OMB cost principles or CASB
Standards.
H. Not included as a cost or used to meet cost sharing requirements of
other federally-supported activities of the current or a prior period.
I. Net of all applicable credits,e.g.,volume or cash discounts,insurance
recoveries,refunds,rebates,rental income, trade-ins, adjustments for
checks not cashed,and scrap sales.
J. Not included as a direct cost of a federal program if the same or similar
costs were allocated as an indirect cost to the same program (or not
included as an indirect cost of a federal program if the same or similar.
costs-,vere allocated as a direct cost to the same program).
K. For actual costs. (The charges are for actual.costs rather-than estimated
based on budgeted or projected amounts.)
L For fringe benefit allocations,charges,or rates, such allocations,
charges,or rates are based on the benefits received by different classes
of employees within the organization.
3) Review the depreciation or use allowance charged to the VCIIA programs for
allowable costs.
CASH MANAGEMENT. Select a sample (based on size of population to be tested and sample method
noted above) of cash receipts to review to ensure that the funds are being
spent in the minimum time allowable.
ELIGIBILITY Contra Costa County and Worldwide Educational Services Inc. have agreed to
waive this step at this time.
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Procedures to be Performed
EQUIPMENT AND Contra Costa Countv and Worldwide Educational Services Inc. have agreed to
REAL PROPERTY waive this step at this time.
MANAGEMENT.
MATCHING,LEVEL OF Contra Costa County and Worldwide Educational Services Inc. have agreed to
EFFORT, EARMARKING waive this step at this time.
PERIOD OF Select a sample (based on size of population to be tested and sample method
AVAILABILITY OF noted above) of cash disbursement for the period during and after to ensure
FEDERAL FUNDS that the expenses are properly recognized in the funding period allowed.
PROCUREMENT, Contra Costa County and Worldwide Educational Services Inc. have agreed to
SUSPENSION,AND waive this step at this time.
DEBARMENT
PROGRAM INCOME If program income is'being generated under the \X-IA programs, a review
would be done of the cash receipts from the program income and to ensure
that these funds are being put back and spent on WIA activities.
REPORTING Select a sample (based on size.of population to be tested and sample method
noted above) of financial status reports for.re-new that were submitted by the .
Agency to ensure that the reports match the financial records properly.
SUBRECIPIENT Contra Costa County and Worldwide Educational Services Inc. have agreed to
MONITORING waive this step at this time.
3) For an engagement of this nature, it is typical for the initial compliance criteria to need modification and
additions as a result of obtaining a more complete understanding of the internal control procedures and other
processes that were in place for the.periods under review.
Our goal is to define our procedures clearly enough to allow consistent measurement of the compliance
requirements with the understanding that cornpliance with regulatory requirements allows a certain amount
of judgment when determining whether the items tested meet the regulatory requirements as defined.
Consequently, we expect to present to you additional suggested procedures which will need to be agreed to
by both parties before.the additional testing is to be performed.
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