Tri-State Lotto Commission

TRI-STATE LOTTO COMMISSIONContract #______

STANDARD CONTRACT FOR PERSONAL SERVICES

1.Parties: This is a contract for personal services between the Tri-State Lotto Commission (hereafter called "Commission"), and ______, with ____ principal place of business in______, (hereafter called "Contractor"). Contractor’s form of business organization is ______.

2.Subject Matter: The subject matter of this contract is generally audit services. Detailed services to be provided by the contractor are described in Attachment A.

3.Maximum Amount: In consideration of the services to be performed by the Contractor, The Commission agrees to pay Contractor, in accordance with the payment provisions specified in Attachment B, a sum not to exceed $ ______.

4.Contract Term: The period of Contractor's performance shall begin on July 1, ____, and end on June 30, ____. The Commission reserves the right to extend the contract up to a maximum of two (2) one (1) year extensions.

5.Amendment: No changes, modifications, or amendments in the terms and conditions of this contract shall be effective unless reduced to writing, numbered and signed by the duly authorized representative of the Commission and Contractor.

6. Cancellation: This contract may be cancelled by either party by giving written notice at least 60 days in advance.

7.Attachments: This contract consists of (9) pages including the following attachments which are incorporated herein:

Attachment A--Specifications of Work to be Performed

Attachment B--Payment Provisions

Attachment C--Standard Contract Provisions

Attachment D--Other Contract Provisions

WE THE UNDERSIGNED PARTIES AGREE TO BE BOUND BY THIS CONTRACT.

by the TRI-STATE LOTTO COMMISSIONby the CONTRACTOR

Signature: ______Signature: ______

Name: ______Name: ______

Title: ______Title: ______

Date: ______Fed ID#: ______

Date: ______

TRI-STATE LOTTO COMMISSION

CONTRACT FOR PERSONAL SERVICES

ATTACHMENT A

SPECIFICATIONS OF WORK TO BE PERFORMED

Contractor will perform the following services:

1.Audit the Tri-State Lotto’s financial statements for the year(s) ending June 30, 2014,and June 30, 2015. Contractor’s audit will be in accordance with generally accepted auditing standard (GAAS) and “Government Auditing Standards” (GAS). Review the system of accounting and internal controls established by the Tri-State Lotto Commission and report as to any weaknesses therein, areas of internal audit concern and any suggestions for improvement. The central Tri-State Lotto Commission financial records are at the Vermont Lottery in Berlin, Vermont. The individual party states maintain other supporting records in Hallowell, Maine; Concord, New Hampshire; and Berlin, Vermont. Travel to each member state is necessary to fully accomplish the testing of the supporting records.

1. Audited financial statements for the year ending June 30 shall be provided to the Tri-State Lotto Commission within sixty (60) days from the time when the Commission notifies the Contractor that the books are closed and ready for examination procedures. This examination will include all procedures considered necessary to enable the Contractor to express an opinion as to the fair presentation of the Tri-State Lotto’s financial position and results of operations in conformity with GAAS and GAS. Test procedures will be agreed upon prior to the commencement of field work and will include, but not necessarily be limited to, the following procedures:

• Examination of claim forms and winning tickets on a test basis for each member state;
• Confirmation of jackpot winner payments on a test basis;
• Review of prize pool to determine that it meets statutory requirements;
• Periodic tests of Agent Settlement Reports, Agent Adjustment Reports and weekly reconciliation for each member state;
• Review adequacy of unclaimed prize liabilities;
• Periodic tests of cash accounts;
• Confirm adequacy of investments to meet future prize payments;
• Periodic test of Agent Commissions and Tri-State operating expenses;
• And, on-going surveillance of internal control procedures and conformity with statutory requirements and the Tri-State Lotto rules and regulations.

3.In determining the extent to the test procedures, full consideration will be given to the effectiveness of the system of internal accounting control and internal audit. If the application of Contractor’s testing procedures reveals significant deficiencies that indicate the need for a more intensive examination, Contractor shall advise the Commission promptly of the situation and request authorization to expand the scope of the examination.

4.The audit report from Contractor shall be addressed to the Commission and ten (10) copies shall be provided to each individual party state. A presentation of the final audit report shall be made to the Commission in person. A written report explaining testing procedures and any findings whether material or not shall be made to the Commission.

TRI-STATE LOTTO COMMISSION

CONTRACT FOR PERSONAL SERVICES

ATTACHMENT B

PAYMENT PROVISIONS

Hourly Rates and Not To Exceed Costs:

RateHoursMaximum

Principal

Manager

Senior

Staff

Computed Hours

Less: planned discount

Annual Cost 2014 (not to exceed)

Annual Cost 2015 (not to exceed)

Annual Cost 2016 (not to exceed)

Annual Cost 2017 (not to exceed)

The Contractor shall submit invoices, in accordance with payment provisions specified in this attachment to:

Business Manager

Tri-State Lotto Commission

1311 U.S. Route 302 – Suite 100

Barre, VT 05641

TRI-STATE LOTTO COMMISSION

CONTRACT FOR PERSONAL SERVICES

ATTACHMENT C

STANDARD CONTRACT PROVISIONS

1. Entire Agreement: This Agreement represents the entire agreement between the parties on the subject matter. All prior agreements, representations, statements, negotiations, and understandings shall have no effect.

2. Applicable Law: This Agreement will be governed by the laws of the State of Vermont.

3. Definitions: For purposes of this Attachment, “Party” shall mean the Contractor with whom the Commission is executing this Agreement and consistent with the form of the Agreement.

4. No Employee Benefits For Party: The Party understands that the State will not provide any individual retirement benefits, group life insurance, group health and dental insurance, vacation or sick leave, workers compensation or other benefits or services available to State employees, nor will the state withhold any state or federal taxes except as required under applicable tax laws, which shall be determined in advance of execution of the Agreement. The Party understands that all tax returns required by the Internal Revenue Code and the State of Vermont, including but not limited to income, withholding, sales and use, and rooms and meals, must be filed by the Party, and information as to Agreement income will be provided by the State of Vermont to the Internal Revenue Service and the Vermont Department of Taxes.

5. Independence, Liability: The Party will act in an independent capacity and not as officers or employees of the Commission.

The Party shall defend the Commission and its officers and employees against all claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party. The Commission shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit.

After a final judgment or settlement the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party. The Party shall indemnify the Commission and its officers and employees in the event that the Commission, its officers or employees become legally obligated to pay any damages or losses arising from any act or omission of the Party.

6. Insurance: Before commencing work on this Agreement the Party must provide certificates of insurance to show that the following minimum coverages are in effect. It is the responsibility of the Party to maintain current certificates of insurance on file with the state through the term of the Agreement. No warranty is made that the coverages and limits listed herein are adequate to cover and protect the interests of the Party for the Party’s operations. These are solely minimums that have been established to protect the interests of the Commission.

Workers Compensation: With respect to all operations performed, the Party shall carry workers’ compensation insurance in accordance with the laws of the State of Vermont.

General Liability and Property Damage: With respect to all operations performed under the contract, the Party shall carry general liability insurance having all major divisions of coverage including, but not limited to:

Premises - Operations

Products and Completed Operations

Personal Injury Liability

Contractual Liability

The policy shall be on an occurrence form and limits shall not be less than:

$1,000,000 Per Occurrence

$1,000,000 General Aggregate

$1,000,000 Products/Completed Operations Aggregate

$ 50,000 Fire/ Legal/Liability

Party shall name the Commission and its officers and employees, and the Commission’s member states and their officer and employees, as additional insuredsfor liability arising out of this Agreement.

Automotive Liability:The Party shall carry automotive liability insurance covering all motor vehicles, including hired and non-owned coverage, used in connection with the Agreement. Limits of coverage shall not be less than: $1,000,000 combined single limit.

Party shall name the Commission and its officers and employees, and the Commission’s member states and their officer and employees, as additional insuredsfor liability arising out of this Agreement.

7. Reliance by the State on Representations: All payments by the State under this Agreement will be made in reliance upon the accuracy of all prior representations by the Party, including but not limited to bills, invoices, progress reports and other proofs of work.

8. Records Available for Audit: The Party will maintain all books, documents, payroll papers, accounting records and other evidence pertaining to costs incurred under this agreement and make them available at reasonable times during the period of the Agreement and for three years thereafter for inspection by any authorized representatives of the Commission or the Commission’s member states. If any litigation, claim, or audit is started before the expiration of the three year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. The Commission and its member states, by any authorized representative, shall have the right at all reasonable times to inspect or otherwise evaluate the work performed or being performed under this Agreement.

9. Fair Employment Practices and Americans with Disabilities Act: Party agrees to comply with the requirement of Title 21V.S.A. Chapter 5, Subchapter 6, relating to fair employment practices, to the full extent applicable. Party shall also ensure, to the full extent required by the Americans with Disabilities Act of 1990, as amended, that qualified individuals with disabilities receive equitable access to the services, programs, and activities provided by the Party under this Agreement. Party further agrees to include this provision in all subcontracts.

10. Set Off: The Commission may set off any sums which the Party owes the Commission against any sums due the Party under this Agreement; provided, however, that any set off of amounts due the State of Vermont as taxes shall be in accordance with the procedures more specifically provided hereinafter.

11. Taxes Due to the Commission’s Member States:

a. Party understands and acknowledges responsibility, if applicable, for compliancewith the Commission member states’ tax laws, including income tax withholding for employees performingservices within those states, payment of use tax on property used within those states,corporate and/or personal income tax on income earned within those states.

b. Party certifies under the pains and penalties of perjury that, as of the date theAgreement is signed, the Party is in good standing with respect to, or in fullcompliance with, a plan to pay any and all taxes due the Commission’s member states.

12. Child Support: (Applicable if the Party is a natural person, not a corporation or partnership.) Party states that, as of the date the Agreement is signed, he/she:

a. is not under any obligation to pay child support; or

b. is under such an obligation and is in good standing with respect to that obligation; or

c. has agreed to a payment plan with the applicable state child support agency and is in full compliance with that plan.

Party makes this statement with regard to support owed to any and all children residing in the Commission’s member states. Party makes this statementwith regard to support owed to any and all children residing in any other state or territoryof the United States.

13. Sub-Agreements: Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the Commission. Party also agrees to include in all subcontract or subgrant agreements a tax certification in accordance with paragraph 11 above.

14. No Gifts or Gratuities: Party shall not give title or possession of any thing of substantial value (including property, currency, travel and/or education programs) to any officer or employee of the Commission during the term of this Agreement.

15. Copies: All written reports prepared under this Agreement will be printed using both sides of the paper.

16. Certification Regarding Debarment: Party certifies under pains and penalties of perjury that, as of the date that this Agreement is signed, neither Party nor Party’s principals (officers, directors, owners, or partners) are presently debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in federal programs, or programs supported in whole or in part by federal funds.

(End of Standard Provisions)

TRI-STATE LOTTO COMMISSION

CONTRACT FOR PERSONAL SERVICES

ATTACHMENT D

OTHER CONTRACT PROVISIONS

All audit working papers and files shall be made available by the Contractor upon request by the Commission.

Audit services shall be conducted by personnel who collectively have the necessary skills to perform audits.

1. Staff shall have thorough knowledge of government auditing and the unique environment in which the Commission operates.
2. This requirement is for the audit organization as a whole and not necessarily to the individual auditors.
3. CPE Requirements of the staff must be met to assure proficiency in government auditing standards and appropriate accounting principles.

Contracting organization and its personnel must be free of all internal and external impairments to independence. A statement to this effect must be provided at the time of contract execution.

A copy of the most recent peer review report and any comments must be submitted at the commencement of each audit engagement for each year of the contract.

The Contractor agrees to keep the information related to the Commission and all related parties confidential. Other than the reports submitted to the Commission, the Contractor agrees not to publish, reproduce or otherwise divulge such information in whole or in part, in any manner or form or authorize or permit others to do so. Contractor will take reasonable measures as are necessary to restrict access to the information, while in the Contractor’s possession, to those employees on his/her staff and within the firm who must have the information on a “need-to-know” basis, and (s)he agrees to immediately notify, in writing, the Lottery’s Director in the event (s)he determines or has reason to suspect breach of this requirement.