ATTACHMENT F FORENSIC FINANCIAL REVIEW AND AUDITING SERVICES RFP #2026-FA01

Attachment F — RFP #2026-FA01 — Culpeper County, Virginia

ATTACHMENT F

Sample Professional Services Agreement

Culpeper County, Virginia

PROFESSIONAL SERVICES AGREEMENT

Forensic Financial Review and Auditing Services

RFP #2026-FA01

This Professional Services Agreement (“Agreement”) is entered into as of __________________, 2026 (“Effective Date”), by and between:

Culpeper County, Virginia, a political subdivision of the Commonwealth of Virginia, acting through its Board of Supervisors (“County”);

and

__________________________________________, a __________________ organized under the laws of __________________ (“Contractor”).

The County and the Contractor are collectively referred to as the “Parties” and individually as a “Party.”

ARTICLE 1 — SCOPE OF SERVICES

1.1 The Contractor shall provide the forensic financial review and auditing services described in RFP #2026- FA01 and the Contractor’s proposal dated __________________, 2026, which are incorporated herein by reference. In the event of conflict between this Agreement, the RFP, and the Contractor’s proposal, the order of precedence shall be: (1) this Agreement, (2) the RFP, (3) the Contractor’s proposal.

1.2 The Contractor shall perform all services in accordance with Government Auditing Standards (Yellow Book, 2024 Revision), generally accepted accounting principles (GAAP) as promulgated by GASB, and all applicable federal, Commonwealth of Virginia, and local laws and regulations.

1.3 The Contractor shall report exclusively to the County Attorney or her designee. All work products, findings, and communications are subject to attorney-client privilege and work product doctrine protections as directed by the County Attorney.

ARTICLE 2 — TERM

2.1 This Agreement shall commence on the Effective Date and shall remain in effect until the services are substantially completed, which is expected to be within one hundred twenty (120) calendar days of the Effective Date, unless extended by written amendment.

2.2 The Contractor shall commence fieldwork within fourteen (14) calendar days of the Effective Date.

ARTICLE 3 — COMPENSATION

3.1 The County shall pay the Contractor a total not-to-exceed fee of $__________________ for the services described herein.

3.2 The Contractor shall submit monthly invoices detailing hours worked by staff classification, services performed, and expenses incurred. Invoices shall be submitted to the County Attorney for review and approval.

3.3 Payment shall be made within thirty (30) days of the County’s receipt and approval of a proper invoice.

3.4 Reimbursable expenses (travel, lodging, per diem, technology, copying) shall be identified separately and shall not exceed $__________________ without prior written approval from the County Attorney.

ARTICLE 4 — INDEMNIFICATION

4.1 The Contractor shall indemnify, defend, and hold harmless Culpeper County, its Board of Supervisors, officers, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorney’s fees) arising from or related to the Contractor’s performance or failure to perform under this Agreement, except to the extent caused by the sole negligence of the County.

ARTICLE 5 — INSURANCE

5.1 The Contractor shall maintain, at its own expense, the insurance coverages specified in Section 9.2 of RFP #2026-FA01 and Attachment E throughout the term of this Agreement. Certificates of insurance shall be provided prior to the Effective Date.

5.2 Culpeper County shall be named as an additional insured on the Commercial General Liability and Automobile Liability policies.

5.3 Certificates shall require thirty (30) days’ advance written notice of cancellation or material change.

ARTICLE 6 — CONFIDENTIALITY AND DATA SECURITY

6.1 The Contractor shall maintain strict confidentiality of all County data, records, and information accessed during the engagement. The Contractor shall comply with all applicable data security requirements, including but not limited to CJIS Security Policy requirements where criminal justice information is accessed.

6.2 The County intends to assert applicable FOIA exemptions (Virginia Code §§ 2.2-3705.1(2), (3), and (12)) over working papers, draft reports, and communications related to this engagement as appropriate.

6.3 The Contractor shall not disclose any information obtained during the engagement to any third party without the prior written consent of the County Attorney, except as required by law, professional standards, or court order.

6.4 The Contractor shall demonstrate SOC 2 compliance or equivalent information security standards.

ARTICLE 7 — INDEPENDENCE

7.1 The Contractor shall maintain independence in accordance with Government Auditing Standards (2024 Revision) Chapter 3 throughout the engagement.

7.2 Any change in circumstances that could affect independence must be disclosed immediately to the County Attorney.

ARTICLE 8 — MANDATORY REPORTING

8.1 The Contractor shall immediately report any suspected fraud, criminal activity, or embezzlement to law enforcement authorities and the Board of Supervisors through the County Attorney.

ARTICLE 9 — TERMINATION

9.1 The County may terminate this Agreement for cause upon thirty (30) days’ written notice if the Contractor fails to perform in accordance with the terms of this Agreement.

9.2 The County may terminate this Agreement for convenience upon thirty (30) days’ written notice, with payment for all services satisfactorily performed through the date of termination.

9.3 The Contractor may terminate this Agreement upon sixty (60) days’ written notice if the County fails to make timely payments in accordance with Article 3.

ARTICLE 10 — WORK PRODUCT OWNERSHIP

10.1 All deliverables, reports, working papers, and other work product produced under this Agreement shall be the property of Culpeper County.

10.2 The Contractor shall retain the right to retain copies of working papers as required by professional standards and applicable law.

ARTICLE 11 — NON-DISCRIMINATION

11.1 The Contractor shall comply with all applicable federal and Virginia non-discrimination requirements, including Virginia Code § 2.2-4311. During the performance of this Agreement, the Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law.

ARTICLE 12 — DRUG-FREE WORKPLACE

12.1 The Contractor agrees to provide a drug-free workplace for its employees in accordance with Virginia Code § 2.2-4312.

ARTICLE 13 — ETHICS IN PUBLIC CONTRACTING

13.1 This Agreement is subject to the provisions of Virginia Code §§ 2.2-4367 through 2.2-4377 regarding ethics in public contracting and Article 9 of the Culpeper County Purchasing Resolution.

ARTICLE 14 — COUNTY INDEMNIFICATION

14.1 The County shall not be required to indemnify, defend, or hold harmless the Contractor under any provision of this Agreement. Sovereign immunity of the County is expressly preserved.

ARTICLE 15 — GOVERNING LAW AND VENUE

15.1 This Agreement shall be governed by the laws of the Commonwealth of Virginia. Venue for any disputes shall be the Circuit Court of Culpeper County, Virginia.

ARTICLE 16 — DISPUTE RESOLUTION

16.1 Contractual claims shall be submitted in accordance with the procedures set forth in § 7-107 of the Culpeper County Purchasing Resolution and Virginia Code § 2.2-4363.

ARTICLE 17 — MODIFICATION, ASSIGNMENT, AND SEVERABILITY

17.1 This Agreement constitutes the entire agreement between the Parties. Modifications may not be made except as agreed to in writing by both Parties.

17.2 This Agreement may not be assigned to a third party without the prior written consent of the County.

17.3 If any provision is held to be illegal, invalid, or unenforceable, such provision shall be severable and the remaining provisions shall remain in full force and effect.

ARTICLE 18 — WARRANTIES

18.1 The Contractor represents and warrants that it has the requisite experience, skills, capabilities, and personnel to perform the requirements of this Agreement in a professional manner; that it is a legal business entity authorized to do business in Virginia; that it has all licenses necessary to perform; and that the individual signing this Agreement is fully authorized to bind the Contractor.