HomeMy WebLinkAbout20011559 RESOLUTION
RE: APPROVE LETTER OF AGREEMENT FOR FORENSIC INVESTIGATION AND
INTERNAL CONTROL REVIEW FOR AND AUTHORIZE CHAIR TO SIGN -
DELOITTE AND TOUCHE, LLP
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Letter of Agreement for a forensic
investigation and internal control review for the Weld County Treasurer's Office between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, and Deloitte and Touche, LLP, with terms and conditions being as stated in said
letter of agreement, and
WHEREAS, after review, the Board deems it advisable to approve said letter of
agreement, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Letter of Agreement for a forensic investigation and internal
control review for the Weld County Treasurer's Office between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, and Deloitte
and Touche, LLP, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said letter of agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 11th day of June, A.D., 2001.
BOARD OF COUNTY COMMISSIONERS
WELD CO TY, COLORADO
ATTEST: Ledi'�
M. J Geile, Chair
Weld County Clerk to the '
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BY: 0 ,W ! Glenn Vaad, Pro-Tem
Deputy Clerk to the Boat ��� f✓ /�
Willi . Jerke
APPRO D AS RM:
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Robert D. Masden
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JUN-08-01 10=07 FROM:DELO!TTE & TOUCHE LLP ID:2147777220 PAGE 2/5
UCIUrttc&Touche LLP
Suite 1600
Chase Tower
2200 Ross Avenue
Dallas,Te,es 75201-677$
Tel:(214)777,7000
www.usdeloitte.cornDeloitte
&Touche
June 7,2001 PRIVILEGED&CONFIDENTIAL
WORK PRODUCT PREPARED
FOR COUNSEL
Mr. Bruce Baiter
County Attorney
County of Weld, Colorado
915 10°i St.
Greeley,Colorado 80631
Re: County of Weld, Colorado
Dear Mr_Barker:
UNDERSTANDING OF ROLE
This letter sets forth the agreement between County of Weld, Colorado("the County")and
Deloitte&Touche LLP("D&T"),whereby D&T personnel will provide to the County the
services described herein. We understand that such services are being requested by you,as
General Counsel of the County,solely to assist you in connection with your inquiry into the
above-entitled matter and related matters. The services to be performed by D&T personnel will
be as a nontestifying consultant. In the event the County desires to engage D&T personnel to
testify as an expert witness,and if such engagement is accepted by D&T,the terms and
provisions hereof will apply to such expert witness engagement,unless a separate written
agreement with respect to such engagement is entered into.
We understand that it is the County's intention and the position of the County that our work for it
will be covered by the attorney work-product privilege and other applicable privileges_
Accordingly,it is agreed that all working papers and other documents prepared or received by us
pursuant to this engagement will be maintained by us as confidential material in accordance with
the terms hereof and we agree that we will not disclose our work or work product hereunder to
third parties without the County's consent,except as may be required by law,regulation,or
judicial or administrative process,or in accordance with applicable professional standards,or in
connection with litigation arising hereunder.
D&T is prepared to provide assistance in conducting a forensic investigation and internal control
review relating to the treasury department in order to assist the County. The specific procedures
to be performed by D&T will be established based on discussions with you as additional
information is obtained. (It is our understanding that our services may include, for purposes of
Deloitte
Touche 2C01-1559
Tohmatsu
JUN-08-01 10.07 FROM.DELOITTE & TOUCHE LLP ID:2147777220 PAGE 3/5
Bruce Barker
County Attorney
June 7,2001
Page 2
gathering information,access to the work of other public accountants or to financial statements
or financial information reported on by other public accountants. You agree,however,that
access is not for the purpose of affirming or evaluating the auditing procedures or professional
standards used by such other public accountants.) D&T is also prepared to consider providing
mutually agreeable assistance in any other areas that may be identified dining the course of this
engagement.
lf,in the course of performing the services requested by you,matters should come to our
attention that may suggest possible opportunities to enhance the effectiveness and efficiency of
the County's controls,we will communicate such matters to you. With respect to any such
matters, it should be noted that management is responsible for,among other things, establishing
and maintaining effective internal control over financial reporting and for identifying the laws
and regulations applicable to the County's activities and ensuring compliance therewith_ An
entity's internal control,including its controls designed to assure compliance with laws and
regulations,no matter how well designed and operated,can provide only reasonable assurance to
management and stakeholders regarding the achievement of an entity's control objectives. The
likelihood of achievement is affected by limitations inherent to internal control. These include
the realities that human judgment in decision-making can be faulty,that breakdowns in internal
control can occur because of such human failures as simple error or mistake, and that controls
can be circumvented by the collusion of two or more people or by management override of
controls. Also,projections of any achievement of an entity's control objectives to future periods
are subject to the risk that the internal control may become inadequate becaus- of changes in
conditions,or that the degee of compliance with the policies or procedures may deteriorate.
The County agrees that it will advise D&T in a timely manner of the applicable legal
requirements concerning the services to be provided by D&T,including,without limitation,the
identification of any reports to be provided by D&T and the filing deadlines for such reports_
D&T does not,in advance of obtaining sufficient relevant information and completing its
analyses,provide any assurance that it will be able to support any position. The County agrees
that any written reports,schedules,other materials,or documents prepared or provided by D&T
are to be used only for the purpose of the above-entitled matter and will not be disclosed,
published, or used,in whole or in part,by the County for any other purpose without D&T's prior
written permission.
CONFLICTS
An internal search within D&T was performed for any potential client conflicts based upon the
names of the parties that you have provided. No client conflicts within D&T were found with
respect to any of the parties to the matter whose names you provided. The County agrees that it
will inform D&T of additional parties to this matter or of name changes for those parties whose
names were provided by the County.
JUN-08-01 10:08 FROM:DELOITTE 8 TOUCHE LLP ID: 2147777220 PAGE 4/5
Bruce Barker
County Attorney
June 7,2001
Page 3
As you know,D&T is a large Firm and we are engaged by new clients every day. Therefore,we
cannot assure that, following the completion of our internal conflict search,an engagement for
the involved parties will not be accepted by D&T. Should any potential conflict come to our
attention,we will advise you promptly.
ENGAGEMENT STAFFING AND FEES
Peter McLaughlin will participate as Engagement Partner,maintaining overall responsibility for
the engagement on behalf of D&T. Bryan Finley will coordinate daily management of the
engagement. Technical support may also be provided by other professionals who will be
identified during the course of the engagement.
We bill on a time and expense basis,with our fees determined by the tasks required and the
related time spent. We endeavor to use staff in the most cost-effective manner,given the
complexity of the particular activities required at the conclusion of our work.
We will bill on a blended rate of$220 per hour. Prior to the beginning of work,D&T will
require a retainer in the amount of$10,000.This retainer will be applied to the final invoice and
any unused portion of the retainer will be refunded at the conclusion of our work.
Our hourly rates are adjusted from time to time;we will advise you promptly if a rate adjustment
is being made by D&T. In addition to professional fees,our bills will include out-of-pocket
expenses, such as charges for secretarial services,telephone,computer usage,travel,messengers,
and photocopying. Our fees and expenses are not contingent upon the final resolution of the
above-entitled matter.
Invoices will be presented monthly and are due upon presentation. Invoices upon which
payment is not received within 30 days of the invoice date shall accrue a late charge of the lower
of 1-1/2%per month or the highest rate allowable by law,in each case compounded monthly to
the extent allowable by law. In addition to all other rights and remedies,we reserve the right to
halt,or to terminate entirely,the provision of further services until payment is received on past-
due invoices_ If it is agreed that we will act as expert witnesses,it is our normal practice that we
be paid in full for all work performed to date prior to our testimony.
In addition,we will be compensated for any time and expenses(including,without limitation,
reasonable legal fees and expenses)that we may incur in considering or responding to discovery
requests or other requests for documents or information,or in participating as a witness or
otherwise in any legal,regulatory,or other proceedings,including,without limitation,those other
than the instant matter, as a result of D&T's performance of these services.
LIMITATION ON LIABILITY
The County agrees that D&T and its personnel will not be liable to the County;for any claims,
liabilities, or expenses relating to this engagement for an aggregate amount in excess of the fees
JUN-08-01 10:08 FROM:DELOITTE & TOUCHE LLP ID=2147777220 PAGE 5/5
Bruce Barker
County Attorney
June 7,2001
Page 4
paid by it to D&T pursuant to this engagement,except to the extent finally judicially determined
to have resulted from the bad faith or intentional misconduct of D&T. In no event will D&T or
its personnel be liable for consequential,special,indirect, incidental,punitive or exemplary loss,
damage,or expense relating to this engagement.
INDEMNIFICATION
The County will indemnify and hold harmless D&T and its personnel from all claims, liabilities,
and expenses relating to this engagement,except to the extent finally judicially determined to
have resulted from the bad faith or intentional misconduct of D&T.
The Limitation on Liability and Indemnification provisions of this engagement letter will apply
to the fullest extent of the law,whether in contract,statute,tort(such as negligence),or
otherwise_ These provisions and the other agreements and undertakings of the County contained
in this engagement letter will survive the completion or termination of this engagement.
* * * * *
This engagement letter constitutes the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior agreements and understandings among the parties,
whether written or oral,with respect to the subject matter hereof.
If the foregoing represents your agreement,please sign this letter in the space provided and
return it to me. We appreciate the opportunity to work for you and look forward to your prompt
response.
Very trul yours,
DELO E& TOUCHE LLP
By: Peter G. McLaughlin
Accepted by: Board of County Commissions,
County of Weld, Colorado
By: t,(b) I��pp`
Chaff , Board f County Comm' s' \` EL/r!``
ATTEST: T_ THE
/i `��✓✓ll
VELD COUNTY CL FK . _ fHEyOcir2 !4
BY: /� W 1P Il
DEPUTY CLERK TO THE BOAR1 �i ;
MEMORANDUM
TO: Board of County Commissioners DATE: June 6, 2001
WIDc FROM: Weld County Council President Dwaine Kurtz
COLORADO SUBJECT: Performance Audit of Weld County Treasurer's Office
The Weld County Council requests contract approval and funding for a Performance
Audit of the Weld County Treasurer's Office as approved by the Weld County
Council at its special meeting May 29, 2001.
CC: Mr. Art Willis
Mr. Claud Hanes
,>,Gb/-/5 Sy
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