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Home My WebLink About20152768.tiffANdERSON WI1iTNEy Barb Connolly, CPA Weld County 1150 O Street Greeley, CO 80631 Dear Barb: A Professional Corporation of Certified Public Accountants October 10, 2019 This letter will confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide. We shall be pleased to discuss this letter with you at any time. AUDIT SERVICE The Objective and Scope of the Engagement You have requested that we audit the Weld County governmental activities, business -type activities, discretely presented component unit, each major fund and the aggregate remaining fund information as of and for the year ending December 31, 2019, which collectively comprise the basic financial statements. We are pleased to confirm our acceptance and our understanding of this audit engagement by means of this letter. Other auditors audit the Housing Authority. Our audit will be conducted with the objective of our expressing an opinion on the financial statements. We will also perform the audit of Weld County as of December 31, 2019, so as to satisfy the audit requirements imposed by the Single Audit Act and Subpart F of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). The Responsibilities of the Auditor We will conduct our audit in accordance with auditing standards generally accepted in the United States of America (GAAS); Government Auditing Standards (GAS) issued by the Comptroller General of the United States; the provisions of the Single Audit Act, Subpart F of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, and OMB's Compliance Supplement. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the 5801 West 11th Street . Suite 300 / Greeley Colorado 80634-4813 -�.,_.Wi9 c�• 10 -4U -/f (970) 352-7990 .awhitney.com 07O15-077408 FiOo(e1 Barb Connolly, CPA Weld County October 10, 2019 Page 2 assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. Because of the inherent limitations of an audit, together with the inherent limitations of internal control, an unavoidable risk that some material misstatements may not be detected exists, even though the audit is properly planned and performed in accordance with GAAS. Also, an audit is not designed to detect errors or fraud that are immaterial to the financial statements. In making our risk assessments, we consider internal control relevant to the County's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. However, we will communicate to you in writing concerning any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we have identified during the audit. We will also communicate to the Board of County Commissioners (a) any fraud involving senior management and fraud (whether caused by senior management or other employees) that causes a material misstatement of the financial statements that becomes known to us during the audit, and (b) any instances of noncompliance with laws and regulations that we become aware of during the audit (unless they are clearly inconsequential). Our report(s) on internal control will include any significant deficiencies and material weaknesses in controls of which we become aware as a result of obtaining an understanding of internal control and performing tests of internal control consistent with requirements of the standards and circulars identified above. Our report(s) on compliance matters will address material errors, fraud, abuse, violations of compliance obligations, and other responsibilities imposed by state and federal statutes and regulations or assumed by contracts; and any state or federal grant, entitlement or loan program questioned costs of which we become aware, consistent with requirements of the standards and circulars identified above. Our services under this Arrangement Letter do not include services for tax return preparation, and do not include services for tax advice or representation in any tax matter. Nevertheless, we may discuss with you certain tax considerations or provide you with tax information that may be relevant to our services. Any such discussions or information would be based upon limited tax research, limited due diligence, and limited analysis regarding the underlying facts. Because additional research or a more complete review of the facts could affect our analysis and conclusions the information provided during these discussions should not be used as the basis for proceeding with any transaction or any tax return reporting. Barb Connolly, CPA Weld County October 10, 2019 Page 3 The Responsibilities of Management and Identification of the Applicable Financial Reporting Framework Our audit will be conducted on the basis that management and the Board of County Commissioners acknowledge and understand that they have responsibility: a. For the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; b. To evaluate subsequent events through the date the financial statements are issued or available to be issued and to disclosure the date through which subsequent were evaluated in the financial statements. Management also agrees that they will not evaluate subsequent events earlier than the date of the management representation letter referred to below; c. For the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; d. For establishing and maintaining effective internal control over financial reporting, and for informing us of all significant deficiencies and material weaknesses in the design or operation of such controls of which it has knowledge; e. For (a) making us aware of significant vendor relationships where the vendor is responsible for program compliance, (b) following up and taking corrective action on audit findings, including the preparation of a summary schedule of prior audit findings and a corrective action plan, and (c) report distribution, including submitting the reporting package[s]; and f. To provide us with: (1) Access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements such as records, documentation, and other matters; (2) Additional information that we may request from management for the purpose of the audit; Unrestricted access to persons within the entity from whom we determine it necessary to obtain audit evidence; (4) When applicable, a summary schedule of prior audit findings for inclusion in the single audit reporting package; and (5) If applicable, responses to any findings reported on the schedule of findings and questioned costs. (3) Barb Connolly, CPA Weld County October 10, 2019 Page 4 As part of our audit process, we will request from management, written confirmation concerning representations made to us in connection with the audit including among other items: a. That management has fulfilled its responsibilities as set out in the terms of this letter; and b. That it believes the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. Management is responsible for identifying and ensuring that the County complies with the laws and regulations applicable to its activities, and for informing us about all known material violations of such laws or regulations. In addition, management is responsible for the design and implementation of programs and controls to prevent and detect fraud or abuse, and for informing us about all known or suspected fraud or abuse affecting the entity involving management, employees who have significant roles in internal control, and others where the fraud or abuse could have a material effect on the financial statements. Management is also responsible for informing us of its knowledge of any allegations of fraud or abuse, or suspected fraud or abuse, affecting the entity received in communications from employees, former employees, or others. The Board of County Commissioners is responsible for informing us of its views about the risks of fraud within the entity, and its knowledge of any fraud or abuse, or suspected fraud or abuse affecting the entity. Because Anderson & Whitney, P.C. will rely on the County and its management and the Board of County Commissioners to discharge the foregoing responsibilities, the County holds harmless and releases Anderson & Whitney, P.C., its shareholders, and employees from all claims, liabilities, losses, and costs arising in circumstances where there has been a knowing misrepresentation by a member of the County's management which has caused, in any respect, Anderson & Whitney, P.C.'s breach of contract or negligence. This provision shall survive the termination of this arrangement for services. Records and Assistance If circumstances arise relating to the condition of the County's records, the availability of appropriate audit evidence, or indications of a significant risk of material misstatement of the financial statements because of error, fraudulent financial reporting, or misappropriation of assets, which in our professional judgment, prevent us from completing the audit or forming an opinion, we retain the unilateral right to take any course of action permitted by professional standards, including declining to express an opinion or issue a report, or withdrawing from the engagement. The assistance to be supplied by the County's personnel, including the preparation of schedules and analyses of accounts, has been discussed and coordinated with Barb Connolly. The timely and accurate completion of this work is an essential condition to our completion of the audit and issuance of our audit report. Delays in providing the requested information to us may create conflicts with our commitments to other clients, which may result in prolonged delays in completing your audit. Barb Connolly, CPA Weld County October 10, 2019 Page 5 In connection with our audit, you have requested us to perform non -audit services necessary for the preparation of the financial statements, of the Federal Mineral Lease Act District. The independence standards of the Government Auditing Standards issued by the Comptroller General of the United States (GAS) require that the auditor maintain independence so that opinions, findings, conclusions, judgments, and recommendations will be impartial and viewed as impartial by reasonable and informed third parties. Before we agree to provide a non -audit service to Weld County, we determine whether providing such a service would create a significant threat to our independence for GAS audit purposes, either by itself or in aggregate with other non -audit services provided. A critical component of our determination is consideration of management's ability to effectively oversee the non -audit service to be performed. Weld County has agreed that Barb Connolly possesses suitable skill, knowledge, or experience and that the individual understands the nonaudit services to be performed sufficiently to oversee them. Accordingly, the management of Weld County agrees to the following: 1. Weld County has designated Barb Connolly as a senior member of management who possesses suitable skill, knowledge and experience to oversee the services; 2. Barb Connolly will assume all management responsibilities for subject matter and scope of the financial statement participation; 3. Weld County will evaluate the adequacy and results of the services performed; and 4. Weld County accepts responsibility for the results and ultimate use of the services. GAS further requires we establish an understanding with Weld County's management of the objectives of the non -audit services, the services to be performed, the entity's acceptance of its responsibilities, the auditor's responsibilities and any limitations of the non -audit services. We believe this letter documents that understanding. GENERAL TERMS Fees, Costs, and Access to Work Papers Fees for our services are based on the complexity of the engagement, the time and expertise required of the individuals assigned, and direct expenses involved. Invoices will be rendered each month as work progresses and are payable on presentation. A finance charge is added on balances unpaid from prior months at the rate of 1.5% per month (18% per annum). Our fees are estimated to be $93,000 for the audit. Barb Connolly, CPA Weld County October 10, 2019 Page 6 Our fee estimate and completion of our work is based upon the following criteria: a. Anticipated cooperation from County personnel. b. Timely responses to our inquiries. c. Timely completion and delivery of client assistance requests. d. Timely communication of all significant accounting and financial reporting matters. e. The assumption that unexpected circumstances will not be encountered during the engagement. If any of the aforementioned criteria are not met, then fees may increase. In the event we are requested or authorized by Weld County or are required by government regulation, subpoena, or other legal process to produce our documents or our personnel as witnesses with respect to our engagements for Weld County, Weld County will, so long as we are not party to the proceeding in which the information is sought, reimburse us for our professional time and expenses, as well as the fees and expenses of our counsel, incurred in responding to such requests. Our firm is a member of the American Institute of Certified Public Accountants, which requires that our firm submit itself to a peer review by independent, outside personnel, approved by the AICPA, once every three years. The review team will not disclose any of the information obtained in the review process. The client files selected for review will be on a random basis and will be chosen by the review team. It is our mutual understanding that the review team has permission to examine your files should they be selected for review. Claim Resolution Because Anderson & Whitney, P.C. will rely on Weld County and its management to discharge the forgoing responsibilities, Weld County holds harmless and releases Anderson & Whitney, P.C., its shareholders, and employees from all claims, liabilities, losses and costs arising in circumstances where there has been a known misrepresentation by a member of Weld County's management that has caused, in any respect, Anderson & Whitney, P.C.'s breach of contract or negligence. This provision shall survive the termination of this arrangement for services. It is agreed that any claim arising out of the services rendered pursuant to this agreement will be submitted to final and binding arbitration conducted in accordance with Colorado Revised Statutes. There shall be a single arbitrator, who shall be a member of the Colorado Society of Certified Public Accountants, with a minimum of ten years in practice. The arbitrator will be selected by Anderson & Whitney, P.C., subject to your approval. The arbitrator shall have authority to award compensatory damages, but only for such damages as found to have been directly and solely caused by acts, errors, or omissions committed in violation of our professional duties. Weld County and Anderson & Whitney, P.C. or any successors in interest agree that no claim arising out of services rendered pursuant to this agreement shall be filed more than two years after the date of the last audit report issued by Anderson & Whitney, P.C., or the date of this arrangement letter if no report has been issued. Barb Connolly, CPA Weld County October 10, 2019 Page 7 Anderson & Whitney, P.C. is committed to the safe and confidential treatment of the County's proprietary information. Anderson & Whitney, P.C. is required to maintain the confidential treatment of client information in accordance with relevant industry professional standards which govern the provision of services described herein. Weld County agrees that it will not provide Anderson & Whitney, P.C. with any unencrypted electronic confidential or proprietary information, and the parties agree to utilize commercially reasonable measures to maintain the confidentially of the County information, including the use of collaborate sites to ensure the safe transfer of data between the parties. We provide clients access to a secure client portal for purposes of sending and receiving documents and files in a secure environment. ♦♦♦ If any term or provision of this agreement 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. This letter constitutes the complete and exclusive statement of agreement between Anderson & Whitney, P.C. and the County, superseding all proposals, oral or written, and all other communication, with respect to the terms of the engagement between the parties. We are pleased to serve as your independent certified public accountants and look forward to a continuing pleasant relationship. Please indicate your agreement with the arrangements discussed herein by signing and returning the enclosed copy of this letter using the enclosed envelope. Sincerely, �. wia P.c. A&W: Enclosure ♦ ♦ ♦ This letter correctly sets forth the understanding of Weld County. 61,ina Signature: Title: c-oN(Ti2ot,C_El' Date: OCT 21 2019 RE: LETTER AGREEMENT FOR AUDIT SERVICE - ANDERSON AND WHITNEY ATTEST: Weld BY: eputy C,•' rk to the Controller / Debi/ Head County Attorney APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS WE. D COUNTY, COj1ORADO arbara Kirkmeyer Chair UNDING: OCT 211" ANdERSON WhITNEy MOM Barb Connolly, CPA Weld County 1150 O Street Greeley, CO 80631 Dear Barb: A Professional Corporation of Certified Public Accountants October 5, 2018 This letter will confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide. We shall be pleased to discuss this letter with you at any time, AUDIT SERVICE The Objective and Scope of the Engagement You have requested that we audit the Weld County governmental activities, business -type activities, discretely presented component unit, each major fund and the aggregate remaining fund information as of and for the year ending December 31, 2018, which collectively comprise the basic financial statements. We are pleased to confirm our acceptance and our understanding of this audit engagement by means of this letter. Other auditors audit the Housing Authority. Our audit will be conducted with the objective of our expressing an opinion on the financial statements. We will also perform the audit of Weld County as of December 31, 2018, so as to satisfy the audit requirements imposed by the Single Audit Act and Subpart F of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements fOr Federal Awards (Uniform Guidance). The Responsibilities of the Auditor We will conduct our audit in accordance with auditing standards generally accepted in the United States of America (GAAS); Government Auditing Standards (GAS) issued by the Comptroller General of the United States: the provisions of the Single Audit Act, Subpart F of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements.Jor Federal Awards, and OMB's Compliance Supplement. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the 5801 West 11'h Street . Suite 300 Greeley, Colorado 80634-4813 eenvn.u.Lni.eatz;.,)1,0 /o-a/-aO/9 (970) 352-7990 www.awhitney.com p?o/5- o?76a' Fl Cap/ Barb Connolly, CPA Weld County October 5, 2018 Page 3 The Responsibilities of Management and Identification of the Applicable Financial Reporting Framework Our audit will be conducted on the basis that management and the Board of County Commissioners acknowledge and understand that they have responsibility: a. For the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; b. To evaluate subsequent events through the date the financial statements are issued or available to be issued and to disclosure the date through which subsequent were evaluated in the financial statements. Management also agrees that they will not evaluate subsequent events earlier than the date of the management representation letter referred to below: c. For the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error: d. For establishing and maintaining effective internal control over financial reporting, and for informing us of all significant deficiencies and material weaknesses in the design or operation of such controls of which it has knowledge; e. For (a) making us aware of significant vendor relationships where the vendor is responsible for program compliance, (b) following up and taking corrective action on audit findings, including the preparation of a summary schedule of prior audit findings and a corrective action plan, and (c) report distribution, including submitting the reporting package[s]; and f. To provide us with: (I) Access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements such as records, documentation, and other matters; (2) Additional information that we may request from management for the purpose of the audit; (3) Unrestricted access to persons within the entity from whom we determine it necessary to obtain audit evidence; (4) When applicable, a summary schedule of prior audit findings for inclusion in the single audit reporting package; and (5) If applicable, responses to any findings reported on the schedule of findings and questioned costs. Barb Connolly, CPA Weld County October 5, 2018 Page 5 In connection with our audit, you have requested us to perform non -audit services necessary for the preparation of the financial statements, of the Federal Mineral Lease Act District. The independence standards of the Government Auditing Standards issued by the Comptroller General of the United States (GAS) require that the auditor maintain independence so that opinions, findings, conclusions, judgments, and recommendations will be impartial and viewed as impartial by reasonable and informed third parties. Before we agree to provide a non -audit service to Weld County, we determine whether providing such a service would create a significant threat to our independence for GAS audit purposes, either by itself or in aggregate with other non -audit services provided. A critical component of our determination is consideration of management's ability to effectively oversee the non -audit service to be performed. Weld County has agreed that Barb Connolly possesses suitable skill, knowledge, or experience and that the individual understands the nonaudit services to be performed sufficiently to oversee them. Accordingly, the management of Weld County agrees to the following; 1. Weld County has designated Barb Connolly as a senior member of management who possesses suitable skill, knowledge and experience to oversee the services; 2. Barb Connolly will assume all management responsibilities for subject matter and scope of the financial statement participation; 3. Weld County will evaluate the adequacy and results of the services performed; and 4. Weld County accepts responsibility for the results and ultimate use of the services. GAS further requires we establish an understanding with Weld County's management of the objectives of the non -audit services, the services to be performed, the entity's acceptance of its responsibilities, the auditor's responsibilities and any limitations of the non -audit services. We believe this letter documents that understanding. GENERAL TERMS Fees, Costs, and Access to Work Papers Fees for our services are based on the complexity of the engagement, the time and expertise required of the individuals assigned, and direct expenses involved. Invoices will be rendered each month as work progresses and are payable on presentation. A finance charge is added on balances unpaid from prior months at the rate of 1.5% per month (18% per annum). Our fees are estimated to be $89,500 for the audit. Barb Connolly, CPA Weld County October 5, 2018 Page 7 Anderson & Whitney, P.C. is committed to the safe and confidential treatment of the County's proprietary information. Anderson & Whitney, P.C. is required to maintain the confidential treatment of client information in accordance with relevant industry professional standards which govern the provision of services described herein. Weld County agrees that it will not provide Anderson & Whitney, P.C. with any unencrypted electronic confidential or proprietary information, and the parties agree to utilize commercially reasonable measures to maintain the confidentially of the County information, including the use of collaborate sites to ensure the safe transfer of data between the parties. We provide clients access to a secure client portal for purposes of sending and receiving documents and files in a secure environment. ♦♦♦ If any term or provision of this agreement 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. This letter constitutes the complete and exclusive statement of agreement between Anderson & Whitney, P.C. and the County, superseding all proposals, oral or written, and all other communication, with respect to the terms of the engagement between the parties. We are pleased to serve as your independent certified public accountants and look forward to a continuing pleasant relationship. Please indicate your agreement with the arrangements discussed herein by signing and returning the enclosed copy of this letter using the enclosed envelope. Sincerely, A& W: Enclosure ♦ ♦ ♦ This letter correctly sets forth the understanding of Weld County. Signature: $ _iikkA ll�t � t � �")'t.�f;/`.}'. Date: Title: ANdERSON WhITNEy ■1t■■ Barb Connolly, CPA Weld County 1150 O Street Greeley, CO 80631 Dear Barb: A Professional Corporation of Certified Public Accountants October 10, 2017 This letter will confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide. We shall be pleased to discuss this letter with you at any time. AUDIT SERVICE The Objective and Scope of the Engagement You have requested that we audit the Weld County governmental activities, business -type activities, discretely presented component unit, each major fund and the aggregate remaining fund information as of and for the year ending December 31, 2017, which collectively comprise the basic financial statements. We are pleased to confirm our acceptance and our understanding of this audit engagement by means of this letter. Other auditors audit the Housing Authority. Our audit will be conducted with the objective of our expressing an opinion on the financial statements. We will also perform the audit of Weld County as of December 31, 2017, so as to satisfy the audit requirements imposed by the Single Audit Act and Subpart F of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). The Responsibilities of the Auditor We will conduct our audit in accordance with auditing standards generally accepted in the United States of America (GAAS); Government Auditing Standards (GAS) issued by the Comptroller General of the United States; the provisions of the Single Audit Act, Subpart F of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, and OMB's Compliance Supplement. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the 5801 West 11th Street . Suite 300 (970) 352-7990 Greeley, Colorado 80634-4813 www.awhitney.com esswintwi << /0-o21-ao/9 02015-a7&8 Roo&', Barb Connolly, CPA Weld County October 10, 2017 Page 3 The Responsibilities of Management and Identification of the Applicable Financial Reporting Framework Our audit will he conducted on the basis that management and the Board of County Commissioners acknowledge and understand that they have responsibility: a. For the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; b. To evaluate subsequent events through the date the financial statements are issued or available to be issued and to disclosure the date through which subsequent were evaluated in the financial statements. Management also agrees that they will not evaluate subsequent events earlier than the date of the management representation letter referred to below; c. For the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; d. For establishing and maintaining effective internal control over financial reporting, and for informing us of all significant deficiencies and material weaknesses in the design or operation of such controls of which it has knowledge; e. For (a) making us aware of significant vendor relationships where the vendor is responsible for program compliance, (b) following up and taking corrective action on audit findings, including the preparation of a summary schedule of prior audit findings and a corrective action plan, and (c) report distribution, including submitting the reporting package[s]; and f. To provide us with: (1) Access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements such as records, documentation, and other matters; (2) Additional information that we may request from management for the purpose of the audit; (3) Unrestricted access to persons within the entity from whom we determine it necessary to obtain audit evidence; (4) When applicable, a summary schedule of prior audit findings for inclusion in the single audit reporting package; and (5) If applicable, responses to any findings reported on the schedule of findings and questioned costs. Barb Connolly, CPA Weld County October 10, 2017 Page 5 In connection with our audit, you have requested us to perform non -audit services necessary for the preparation of the financial statements, of the Federal Mineral Lease Act District. The independence standards of the Government Auditing Standards issued by the Comptroller General of the United States (GAS) require that the auditor maintain independence so that opinions, findings, conclusions, judgments, and recommendations will be impartial and viewed as impartial by reasonable and informed third parties, Before we agree to provide a non -audit service to Weld County, we determine whether providing such a service would create a significant threat to our independence for GAS audit purposes, either by itself or in aggregate with other non -audit services provided. A critical component of our determination is consideration of management's ability to effectively oversee the non -audit service to be performed. Weld County has agreed that Barb Connolly possesses suitable skill, knowledge, or experience and that the individual understands the nonaudit services to be performed sufficiently to oversee them. Accordingly, the management of Weld County agrees to the following: 1. Weld County has designated Barb Connolly as a senior member of management who possesses suitable skill, knowledge and experience to oversee the services; 2. Barb Connolly will assume all management responsibilities for subject matter and scope of the financial statement participation; 3. Weld County will evaluate the adequacy and results of the services performed; and 4. Weld County accepts responsibility for the results and ultimate use of the services. GAS further requires we establish an understanding with Weld County's management of the objectives of the non -audit services, the services to be performed, the entity's acceptance of its responsibilities, the auditor's responsibilities and any limitations of the non -audit services. We believe this letter documents that understanding. GENERAL TERMS Fees, Costs, and Access to Work Papers Fees for our services are based on the complexity of the engagement, the time and expertise required of the individuals assigned, and direct expenses involved. Invoices will be rendered each month as work progresses and are payable on presentation. A finance charge is added on balances unpaid from prior months at the rate of 1.5% per month (18% per annum). Our fees are estimated to be $86,000 for the audit. Barb Connolly, CPA Weld County October 10, 2017 Page 7 ♦ ♦ ♦ If any term or provision of this agreement 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. This letter constitutes the complete and exclusive statement of agreement between Anderson & Whitney, P.C. and the County, superseding all proposals, oral or written, and all other communication, with respect to the terms of the engagement between the parties. We are pleased to serve as your independent certified public accountants and look forward to a continuing pleasant relationship. Please indicate your agreement with the arrangements discussed herein by signing and returning the enclosed copy of this letter using the enclosed envelope. Sincerely, A&W: Enclosure ♦♦♦ This letter correctly sets forth the understanding of Weld County. Signature: Title: CaahLi Date: AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN WELD COUNTY & ANDERSON & WHITNEY, P.C. AUDIT SERVICES THIS AGREEMENT is made and entered into this 5 day of October, 2015, by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County," and Anderson and Whitney, P.C. whose address is 5801 W. 116 Street, Greeley, CO 80634, hereinafter referred to as "Contract Professional". WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to perform services as more particularly set forth below; and WHEREAS, Contract Professional has the ability, qualifications, and time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. WHEREAS, Contract Professional is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the services as set forth below; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in Exhibits A and B, each of which forms an integral part of this Agreement. Exhibits A and B are specifically incorporated herein by this reference. County and Contract Professional acknowledge and agree that this Agreement, including specifically Exhibits A and B, define the performance obligations of Contract Professional and Contract Professional's willingness and ability to meet those requirements. Exhibit A consists of County's Request for Proposal (RFP) as set forth in "Proposal Package No. B1500158". The RFP contains the specific requirements of County. Exhibit B consists of Contract Professional's Response to County's Request for Proposal. The Response confirms Contract Professional's obligations under this Agreement. 2. Service or Work. Contract Professional agrees to procure the materials, equipment and/or products necessary for the project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the project described in Exhibits A and B, which Are attached hereto and incorporated herein by reference. Contract Professional shall coordinate with Weld County to perform the services described on attached Exhibits A and 13. Contract Professional shall faithfully perform the work in accordance with the standards of professional care, skill, training, diligence and judgment provided by highly competent Contract Professionals performing services of a similar nature to those described in this Agreement. Contract Professional shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements of Exhibits A and B within the time 631,1414 Qci,L.ud,_ /o=i2- IS pa9/ 5- 0?7ep 8 10-1O2-/' F/ cold/ limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins upon the date of the execution of this Agreement by County, and shall continue through and until Contract Professional's completion of the responsibilities described in Exhibits A and B. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. Therefore, within the thirty (30) days preceding the anniversary date of this Agreement, County shall notify Contract Professional if it wishes to renew this Contract. 4. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. However, nothing herein shall be construed as giving Contract Professional the right to provide services under this Agreement beyond the time when such services become unsatisfactory to the County. If this Agreement is terminated by County, Contract Professional shall be compensated for, and such compensation shall be limited to, (I) the sum of the amounts contained in invoices which it has submitted and which have been approved by the County; (2) the reasonable value to County of the services which Contract Professional provided prior to the date of the termination notice, but which had not yet been approved for payment; and (3) the cost of any work which the County approves in writing which it determines is needed to accomplish an orderly termination of the work. County shall be entitled to the use of all material generated pursuant to this Agreement upon termination. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contract Professional is using, by whatever method it deems expedient; and, Contract Professional shall deliver to County all drawings, drafts or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Copies of work product incomplete at the time of termination shall be marked "DRAFT -INCOMPLETE." Upon termination of this Agreement by County, Contract Professional shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contract Professional shall be the basis for additional compensation unless and until Contract Professional has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by the County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contract Professional's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. In the event the County shall require changes in the scope, character, or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contract Professional for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contract Professional for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement 6. Compensation/Contract Amount. Upon Contract Professional's successful completion of the services, and County's acceptance of the same, County agrees to pay an amount no greater than; $82,500.00..'iContract Professional acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by the Director of Weld County Public Works, or by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. Any other provision of this Agreement notwithstanding, in no event shall County be liable for payment for services rendered and expenses incurred by Contract Professional under the terms of this Agreement for any amount in excess of the sum of the bid amount. Contactor acknowledges that any work it performs beyond that specifically authorized by County is performed at Contract Professional's risk and without authorization under this Agreement. County shall not be liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein. lf, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contract Professional was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contract Professional shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contract Professional hereunder and Contract Professional agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement, Mileage may. be' reimbursed if the provisions:of Exhibit N/A'permit suchpayme.nt at the rate set forth in Exhibit N/A.: Contract Professional shall itiOt be paid any other :expenses unless set forth : in . this . Agreement. Payment to . Contract Professional :will be made only. upon presentatiOn'..of; a proper claim by • Contract Professional, itemizing services :performed .and, (if permitted under this Agreement) mileage expense incurred j - • { comment [FNN2]: Arc we reimbursing mileage?:) Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contract Professional in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20) 7. Independent Contract Professional. Contract Professional agrees that it is an independent Contract Professional and that Contract Professional's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Contract Professional shall perform its duties hereunder as an independent Contract Professional. Contract Professional shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Contract Professional, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Contract Professional or any of its agents or employees. Unemployment insurance benefits will be available to Contract Professional and its employees and agents only if such coverage is made available by Contract Professional or a third party. Contract Professional shall pay when due all applicable employment taxes and income taxes and {Comment [FNN1]: Insert• final conhact amount.: local head taxes (if applicable) incurred pursuant to this Agreement. Contract Professional shall not have authorization, express or implied, to bind County to any agreement, liability or understanding, except as expressly set forth in this Agreement. 8. Subcontractors. Contract Professional acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contract Professional. Contract Professional shall not enter into any subcontractor agreements for the completion of this project without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the project. Contract Professional shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contract Professional by the terms of this Agreement, and to assume toward Contract Professional all the obligations and responsibilities which Contract Professional, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contract Professional and Contract Professional shall cooperate in such process. The Contract Professional shall be responsible for the acts and omissions of its agents, employees and subcontractors. 9. Ownership. All work and information obtained by Contract Professional under this Agreement or individual work order shall become or remain (as applicable), the property of County. In addition, all reports, documents, data, plans, drawings, records and computer files generated by Contract Professional in relation to this Agreement and all reports, test results and all other tangible materials obtained and/or produced in connection with the performance of this Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the County. Contract Professional shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 10. Confidentiality. Confidential financial information of the Contract Professional should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, Contract Professional is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contract Professional agrees to keep confidential all of County's confidential information. Contract Professional agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contract Professional agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this agreement. 11. Warranty. Contract Professional warrants that the services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. Contract Professional further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. In addition to the foregoing warranties, Contract Professional is aware that all work performed on this Project pursuant to this Agreement is subject to a one year warranty period during which Contract Professional must correct any failures or deficiencies. This warranty shall commence on the date of County's final inspection and acceptance of the Project. 12. Acceptance of Services Not a Waiver. Upon completion of the work, Contract Professional shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contract Professional of responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute or be construed to he a waiver by County of any breach of this Agreement or default which may then exist on the part of Contract Professional, and County's action or inaction when any such breach or default shall exist shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent, expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the services completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance and Indemnification. Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. Contract Professionals shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A"VIII or better. Each policy shall contain a valid provision or endorsement stating"Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Weld County Director of General Services by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self -insured retention, County must be notified by the Contract Professional. Contract Professional shall be responsible for the payment of any deductible or self -insured retention. County reserves the right to require Contract Professional to provide a bond, at no cost to County, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect them from liabilities that might arise out of the performance of the work under this Contract by the Contract Professional, its agents, representatives, employees, or subcontractors. The Contract Professional shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contract Professional is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contract Professional shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. Any modification to these requirements must be made in writing by Weld County. The Contract Professional stipulates that it has met the insurance requirements identified herein. The Contract Professional shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contract Professional and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. INDEMNITY: The Contract Professional shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or willful acts or omissions of Contract Professional, or claims of any type or character arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contract Professional to conform to any statutes, ordinances, regulation, law or court decree. The Contract Professional shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement, or on account of or in consequence of neglect of the Contract Professional in its methods or procedures; or in its provisions of the materials required herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is agreed that the Contract Professional will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contract Professional agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contract Professional for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. Types of Insurance: The Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contract Professional's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contract Professional or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contract Professional or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance shall include bodily injury, property damage, and liability assumed under the contract. $1,000,000 each occurrence; $1,000.000 general aggregate; $1,000,000 Personal Advertising injury Automobile Liability: Contract Professional shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. Professional Liability (Errors and Omissions Liability) The policy shall cover professional miscot and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from professional services. In the event that the professional liability insurance required by this Contract is written on a claims -made basis, Contract Professional warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. Minimum Limits: Per Loss Aggregate $ 1,000,000 $ 2,000,000 Contract Professionals shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the related Bid or Request for Proposal. Proof of Insurance: County reserves the right to require the Contract Professional to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Contract Professional's insurer shall name County as an additional insured. Waiver of Subrogation: For all coverages, Contract Professional's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, independent Contract Professionals, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Contract Professional. Contract Professional shall include all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities upon request by the County. 14. Non -Assignment. Contract Professional may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contract Professional to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contract Professional hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 15. Examination of Records. To the extent required by law, the Contractor agrees that any duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. The Contractor agrees to maintain these documents for three years from the date of the last payment received. 16. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 17. Notices. County may designate, prior to commencement of work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. The County Representative for purposes of this Agreement is hereby identified as, Director of Weld County Department of Public Works, or his designee. All notices or other communications (including annual maintenance made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: (a) personal service by a reputable courier service requiring signature for receipt; or (b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or (c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required by the sending party; or (d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is required by the sending party. Either party may change its notice address(es) by written notice to the other. Notification Information: Contract Professional: Alan Holmberg Attn.: Shareholder Address: 5801 W I1`" Street Address: Greeley, CO 80634 E-mail: alan@awhitney.com County: Name: Barbara Connolly Position: Weld County Controller Address: 1 150 O Street Address: Greeley, CO 80631 I:: -mail: bconnolly@co.weld.co.us 18. Compliance with Law. Contract Professional shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 19. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other Contract Professionals or persons to perform services of the same or similar nature. 20. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 21. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 22. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24- 50-507. The signatories to this Agreement aver that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of Contract Professional's services and Contract Professional shall not employ any person having such known interests. During the term of this Agreement, Contract Professional shall not engage in any in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by Contract Professional to ensure compliance with this provision may result, in County's sole discretion, in immediate termination of this Agreement. No employee of Contract Professional nor any member of Contract Professional's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contract Professional's operations, or authorizes funding to Contract Professional. 23. Severability. If any term or condition of this Agreement shall be held to he invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24- 10-101 et seq., as applicable now or hereafter amended. 25. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 26. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 27. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contract Professional agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 28. Public Contracts for Services C.R.S. §8-17.5-101. Contract Professional certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Contract Professional will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contract Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contract Professional that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contract Professional shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job applicants while this Agreement is being performed. If Contract Professional obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County within three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contract Professional shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contract Professional shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Contract Professional participates in the State of Colorado program, Contract Professional shall, within twenty days after hiring an new employee to perform work under the contract, affirm that Contract Professional has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contract Professional shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Contract Professional fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contract Professional shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contract Professional receives federal or state funds under the contract, Contract Professional must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Contract Professional operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. 30. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contract Professional, concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 31. Binding Arbitration Prohibited: Weld County does not agree to binding arbitration by any extra -judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. Acknowledgment. County and Contract Professional acknowledge that each has read this Agreement, understands it and agrees to he box d by its terms. Both parties further agree that this Agreement, with the attached Exhibits PG and , is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. IN WITNESS WHEREOF, the parties hereto have signed this Agreement this day of 5e -E4 -4.,„1:..,,,r- . 201S.- CONTRACT PRO 4-- L AL: ' c -- By: _ t-{-t-e-k--?r Date 1/2. d 4 s Name: -1 c n H7> Iv.-Erc\ Title: Sty r -e 1., IaiQ-r WELD COt J G►• "C� O# A ST: 4 -BOARD OF COUNTY COMMISSIONERS • W, d I o ty lerk to t Bo rd WELD COUNTY, COLORADO m. OCT 122015 Comment [WCG3]: This is probably not applicable except in situations where we are contracting for a road etc. Deputy C �rk to the Boar.4 �: �� ike Freeman, Pro—Tem APPD AS T,O P eC13'0 v wi >',- s:�alt • AS 1 SU Ar •E: Controller �1YA ` •y'' ,y �` °� Uttic .11ep.� nt 11 r „% APPROV feral Services County Attorney a0/�' ati(°f ACORD TM CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 09/08/2015 PRODUCER CPA MUTUAL INSURANCE 4923 NW 43 ST STE C GAINESVILLE FL 32606 INSURED ANDERSON & WHITNEY PC 5801 W 11TH ST STE 300 GREELEY CO 80634-4813 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIL # 'INSURER A: CPA Mutual Ins Company of America RRG 10164 INSURER B: INSURER C- INSURER 0: • INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTA ADOt INSRC TYPE OF INSURANCE POLICY NUMBER I POLICY EFFECTIVE DATE (MMVOOIY1•) POLICY EXPIRATION I LIMITS DATE LMPNDDIYY1 GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY I EACH OCCURRENCE �$ DAMAGE TO RENTED PREMISES (Ea eccorencel I CLAIMS MADE I I OCCUR MED. EXP (Any one person) .$ L AGGREGATE LIMIT APPLIES PER. PRO - POLICY i JECT LOC PERSONAL & ADV INJURY $ GENERAL AGGREGATE S GEN -- PRODUCTS•COMP/OP AGG 5 AUTOMOBILE - LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS _._...... .. --—.—_-._.. .- COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) 5 PROPERTY DAMAGE 5 (Per accident) GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT 5 OTHER THAN EA ACC S AUTO ONLY; AGG 5 EXCESS I UMBRELLA LIABILITY OCCUR I------_-1 CLAIMS MADE DEDUCTIBLE RETENTIONS EACH OCCURRENCE S AGGREGATE 5 5 S S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORMARTNEFt/EXECUTIVE 0FFICERJMEMBER EXCLUDED? II yes, describe under SPECIAL PROVISIONS below iTO YTATU. ji OTHER TORY LIMITS 4 E EACH ACCIDENT S E. L. DISEASE -EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ — A OTHER: ACCOUNTANTS PROFESSIONAL LIABILITY PL10003-29 08/01/15 08/01/16 52,000,000 EACH CLAIM $2,000,000 AGGREGATE LIMIT DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDEO BY ENDORSEMENT/ SPECIAL PROVISIONS E HOLDER WELD COUNTY 1150 O STREET GREELEY CO 80634 Attention: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE 070:114,Z.,X/5041"-*--• ACORD 25 (2001/08) Certificate # 1549 © ACORD CORPORATION 1988 EXHIBIT "A" REQUEST FOR PROPOSAL WELD COUNTY, COLORADO 1150 O STREET GREELEY, CO 80631 DATE: JULY 13T", 2015 BID NUMBER: B1500158 DESCRIPTION: AUDIT SERVICES DEPARTMENT: FINANCE DEPARTMENT MANDATORY PRE -BID CONFERENCE DATE: JULY 29T", 2015 BID OPENING DATE: AUGUST 18T", 2015 1. NOTICE TO BIDDERS: The Board of County Commissioners of Weld County, Colorado, by and through its Director of General Services (collectively referred to herein as, "Weld County"), wishes to purchase the following: AUDIT SERVICES/FINANCE DEPARTMENT. A mandatory pre -bid conference will be held at 100(10:00) a.m., on Wednesday, July 29th 2015, at the Weld County Administration Building. The Administration Building is located at 1 150 "0" Street, in Greeley. Bidders must participate and record their presence at the pre -bid conference to be allowed to submit bids. Bids will be received at the Office of the Weld County Purchasing Department in the Weld County Administrative Building, 1150 O Street Room #107 Greeley CO 80631 until: c 10:00AM, on Tuesday, Auqust188', (Weld County Purchasing Time Clock), PAGES 1 - 8 OF THIS REQUEST FOR BIDS CONTAIN GENERAL INFORMATION FOR THE REQUEST NUMBER REFERRED TO ABOVE. NOT ALL OF THE INFORMATION CONTAINED IN PAGES 1-8 MAY BE APPLICABLE FOR EVERY PURCHASE. BID SPECIFICS FOLLOW PAGE 8. 2. INVITATION TO BID: Weld County requests bids for the above -listed merchandise, equipment, and/or services. Said merchandise and/or equipment shall be delivered to the location(s) specified herein Bids shall include any and all charges for freight, delivery, containers, packaging, less all taxes and discounts, and shall, in every way, be the total net price which the bidder will expect the Weld County to pay if awarded the bid. You can find bid information on the Weld County Purchasing website at http://www.co.weld.co.us/Departments/Purchasing/index.html located under Current Request for Bids. Weld County Government is a member of the Rocky Mountain E -Purchasing System. The Rocky Mountain E -Purchasing System (BidNet®) is an on-line notification system that is being utilized by multiple governmental entities. Participating entities post their bids, quotes, proposals, addendums, and awards on this one centralized system. Bid Delivery to Weld County — 3 methods: Email. Emailed bids are preferred. Bids may be emailed to: bid s@ w e I d g o v. co m. Emailed bids must include the following statement on the email: "I hereby waive my right to a sealed bid". An email confirmation will be sent when we receive your bid/proposal. If more than one copy of the bid is requested, you must submit/mail hard copies of the bid proposal. 2. Facsimile. Bids may be faxed to 970-336-7226 attention "Purchasing". The vendor must include the following statement on the facsimile: "I hereby waive my right to a sealed bid. If more than one copy of the bid is requested, you must submit/mail hard copies of the bid proposal. 3. Mail or Hand Delivery. Mailed (or hand delivered) bids should be sent in a sealed envelope with the bid title and bid number on it. Please address to: Weld County Purchasing Department, 1150 O Street, Room #107 Greeley, CO 80631. Please call Purchasing at 970-336-7225 if you have any questions. 3. INSTRUCTIONS TO BIDDERS: INTRODUCTORY INFORMATION: Bids shall be typewritten or written in ink on forms prepared by the Weld County Purchasing Department. Each bid must give the full business address of bidder and be signed by him with his usual signature. Bids by partnerships must furnish the full names of all partners and must be signed with the partnership name by one of the members of the partnership or by an authorized representative, followed by the signature and title of the person signing. Bids by corporations must be signed with the legal name of the corporation, followed by the name of the state of the incorporation and by the signature and title of the president, secretary, or other person authorized to bind it in the matter. The name of each person signing shall also be typed or printed below the signature. A bid by a person who affixes to his signature the word "president," "secretary," "agent," or other title without disclosing his principal, may be held to be the bid of the individual signing. When requested by the Weld County Director of General Services, satisfactory evidence of the authority of the officer signing in behalf of a corporation shall be furnished. A power of attorney must accompany the signature of anyone not otherwise authorized to bind the Bidder. All corrections or erasures shall be initialed by the person signing the bid. All bidders shall agree to comply with all of the conditions, requirements, specifications, and/or instructions of this bid as stated or implied herein. All designations and prices shall be fully and clearly set forth. All blank spaces in the bid forms shall be suitably filled in. Bidders are required to use the Proposal Forms which are included in this package and on the basis indicated in the Bid Forms. The Bid Proposal must be filled out completely, in detail, and signed by the Bidder. Late or unsigned bids shall not be accepted or considered. It is the responsibility of the bidder to ensure that the bid arrives in the Weld County Purchasing Department on or prior to the time indicated in Section 1, entitled, "Notice to Bidders." Bids received prior to the time of opening will be kept unopened in a secure place. No responsibility will attach to the Weld County Director of General Services for the premature opening of a bid not properly addressed and identified. Bids may be withdrawn upon written request to and approval of the Weld County Director of General Services; said request being received from the withdrawing bidder prior to the time fixed for award. Negligence on the part of a bidder in preparing the bid confers no right for the withdrawal of the bid after it has been awarded. Bidders are expected to examine the conditions, specifications, and all instructions contained herein, failure to do so will be at the bidders' risk. In accordance with Section 14-9(3) of the Weld County Home Rule Charter, Weld County will give preference to resident Weld County bidders in all cases where said bids are competitive in price and quality. It is also understood that Weld County will give preference to suppliers from the State of Colorado, in accordance with C.R.S. § 30-11-110 (when it is accepting bids for the purchase of any books, stationery, records, printing, lithographing or other supplies for any officer of Weld County). Weld County reserves the right to reject any and all bids, to waive any informality in the bids, to award the bid to multiple vendors, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor. In submitting the bid, the bidder agrees that the signed bid submitted, all of the documents of the Request for Bid contained herein (including, but not limited to, product specifications and scope of services), the successful bidder's response, and the formal acceptance of the bid by Weld County, together constitutes a contract, with the contract date being the date of formal acceptance of the bid by Weld County. The County may require a separate contract, which if required, has been made a part of this RFB. 4. SUCCESSFUL BIDDER HIRING PRACTICES - ILLEGAL ALIENS: Successful bidder certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Successful bidder will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Successful bidder shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Successful bidder that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Successful bidder shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job applicants while this Agreement is being performed. If Successful bidder obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Successful bidder shall notify the subcontractor and County within three (3) days that Successful bidder has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Successful bidder shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Successful bidder shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Successful bidder participates in the State of Colorado program, Successful bidder shall, within twenty days after hiring a new employee to perform work under the contract, affirm that Successful bidder has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Successful bidder shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Successful bidder fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Successful bidder shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Successful bidder receives federal or state funds under the contract, Successful bidder must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Successful bidder operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. 5. GENERAL PROVISIONS: A. Fund Availability: Financial obligations of Weld County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. By acceptance of the bid, Weld County does not warrant that funds will be available to fund the contract beyond the current fiscal year. B. Confidential Information: Confidential financial information of the bidder should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, the successful bidder is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24- 72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. C. Governmental Immunity: No term or condition of the contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. D. Independent Contractor: The successful bidder shall perform its duties hereunder as an independent contractor and not as an employee. He or she shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to the contract. Neither the successful bidder nor any agent or employee thereof shall be deemed to be an agent or employee of Weld County. The successful bidder and its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through Weld County and Weld County shall not pay for or otherwise provide such coverage for the successful bidder or any of its agents or employees. Unemployment insurance benefits will be available to the successful bidder and its employees and agents only if such coverage is made available by the successful bidder or a third party. The successful bidder shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to the contract. The successful bidder shall not have authorization, express or implied, to bind Weld County to any agreement, liability or understanding, except as expressly set forth in the contract. The successful bidder shall have the following responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, and (b) provide proof thereof when requested to do so by Weld County. E. Compliance with Law: The successful bidder shall strictly comply with all applicable federal and state laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. F. Choice of Law: Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of the contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. G. No Third Party Beneficiary Enforcement: It is expressly understood and agreed that the enforcement of the terms and conditions of the contract, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in the contract shall give or allow any claim or right of action whatsoever by any other person not included in the contract. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under the contract shall be an incidental beneficiary only. H. Attorney's Fees/Legal Costs: In the event of a dispute between Weld County and the successful bidder, concerning the contract, the parties agree that Weld County shall not be liable to or responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of the successful bidder. Disadvantaged Business Enterprises: Weld County assures that disadvantaged business enterprises will be afforded full opportunity to submit bids in response to all invitations and will not be discriminated against on the grounds of race, color, national origin, sex, age, or disability in consideration for an award. J. Procurement and Performance: The successful bidder agrees to procure the materials, equipment and/or products necessary for the project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the project. The successful bidder shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements outlined in the Bid within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. K. Term: The term of this Agreement begins upon the date of the execution of this Agreement by County, and shall continue through and until successful bidder's completion of the responsibilities described in the Bid. Termination: County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. M. Extension or Modification: Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by the successful bidder shall be the basis for additional compensation unless and until the successful bidder has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. N. Subcontractors: The successful bidder acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of the successful bidder. The successful bidder shall not enter into any subcontractor agreements for the completion of this Project without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. The successful bidder shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to the successful bidder by the terms of this Agreement, and to assume toward the successful bidder all the obligations and responsibilities which the successful bidder, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by the successful bidder and the successful bidder shall cooperate in such process. The successful bidder shall be responsible for the acts and omissions of its agents, employees and subcontractors. O. Warranty: The successful bidder warrants that services performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. The successful bidder further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. The bidder warrants that the goods to be supplied shall be merchantable, of good quality, and free from defects, whether patent or latent. The goods shall be sufficient for the purpose intended and conform to the minimum specifications herein. The successful bidder shall warrant that he has title to the goods supplied and that the goods are free and clear of all liens, encumbrances, and security interests. Service Calls in the First One Year Period: The successful bidder shall bear all costs for mileage, travel time, and service trucks used in the servicing (including repairs) of any of the goods to be purchased by Weld County, Colorado, pursuant to this bid for as many service calls as are necessary for the first one (1) year period after said goods are first supplied to Weld County. Bidder shall submit with their bids the following information pertaining to the equipment upon which the bids are submitted: 1. Detailed equipment specifications to include the warranty. 2. Descriptive literature. P. Non -Assignment: The successful bidder may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by the successful bidder to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of the successful bidder hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. Q. Interruptions: Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. R. Non -Exclusive Agreement: This Agreement is nonexclusive and County may engage or use other contractors or persons to perform services of the same or similar nature. S. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24- 50-507. The signatories to this Agreement agree that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of the successful bidder's services and the successful bidder shall not employ any person having such known interests. During the term of this Agreement, the successful bidder shall not engage in any in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by the successful bidder to ensure compliance with this provision may result, in County's sole discretion, in immediate termination of this Agreement. No employee of the successful bidder nor any member of the successful bidder's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises the successful bidder's operations, or authorizes funding to the successful bidder. T. Severability: If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. U. Binding Arbitration Prohibited: Weld County does not agree to binding arbitration by any extra -judicial body or person. Any provision to the contrary in the contract or incorporated herein by reference shall be null and void. V. Board of County Commissioners of Weld County Approval: This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. W. Compensation Amount: Upon the successful bidder's successful completion of the service, and County's acceptance of the same, County agrees to pay an amount no greater than the amount of the accepted bid. The successful bidder acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by the County's delegated employee, or by formal resolution of the Weld X. Taxes: County Board of County Commissioners, as required pursuant to the Weld County Code. County will not withhold any taxes from monies paid to the successful bidder hereunder and the successful bidder agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. 6. INSURANCE REQUIREMENTS: Insurance and Indemnification. Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. Contract Professionals shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A"VIII or better. Each policy shall contain a valid provision or endorsement stating "Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Weld County Director of General Services by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self -insured retention, County must be notified by the Contract Professional. Contract Professional shall be responsible for the payment of any deductible or self -insured retention. County reserves the right to require Contract Professional to provide a bond, at no cost to County, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect them from liabilities that might arise out of the performance of the work under this Contract by the Contract Professional, its agents, representatives, employees, or subcontractors. The Contract Professional shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contract Professional is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contract Professional shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. Any modification to these requirements must be made in writing by Weld County. The Contract Professional stipulates that it has met the insurance requirements identified herein. The Contract Professional shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contract Professional and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. INDEMNITY: The Contract Professional shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or willful acts or omissions of Contract Professional, or claims of any type or character arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contract Professional to conform to any statutes, ordinances, regulation, law or court decree. The Contract Professional shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement, or on account of or in consequence of neglect of the Contract Professional in its methods or procedures; or in its provisions of the materials required herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is agreed that the Contract Professional will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contract Professional agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contract Professional for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. Types of Insurance: The Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contract Professional's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contract Professional or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contract Professional or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance shall include bodily injury, property damage, and liability assumed under the contract. $1,000,000 each Occurrence; $1,000,000 general aggregate; $1,000,000 Personal Advertising injury Automobile Liability: Contract Professional shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. Professional Liability (Errors and Omissions Liability) The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract. Contract Professional shall maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from professional services. In the event that the professional liability insurance required by this Contract is written on a claims -made basis, Contract Professional warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. Minimum Limits: Per Loss Aggregate $ 1,000,000 $ 2,000,000 Contract Professionals shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the related Bid or Request for Proposal. Proof of Insurance: County reserves the right to require the Contract Professional to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Contract Professional's insurer shall name County as an additional insured. Waiver of Subrogation: For all coverages, Contract Professional's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, independent Contract Professionals, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Contract Professional. Contract Professional shall include all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contract Professionals, sub - vendors suppliers or other entities upon request by the County. The terms of this Agreement are contained in the terms recited in this Request for Bid and in the Response to the Bid each of which forms an integral part of this Agreement. Those documents are specifically incorporated herein by this reference. SPECIFICATIONS AND/OR SCOPE OF WORK AND PROPOSED PRICING: RE: AUDIT SERVICES/Finance Department July 14h, 2015 Dear Proposers: The Weld County Board of County Commissioners will accept proposals from all interested certified public accountants for the county audit service for the fiscal year 2015, optionally renewable for an additional four (4) years. The following is a detailed description of the proposal requirements and a timetable for the process: July 291h, 2015: The county will schedule a 'proposer's mandatory pre -bid conference to explain the nature of the services required, a description of the Weld County offices and departments to be audited, the county assistance available to the proposer, time considerations and requirements, contracted arrangements and report review, timing and number of copies. The mandatory pre -bid conference will be held at 9:00 a.m. in the Administration Building, — 1150 "0" Street, Greeley CO. August 18th, 2015: At 10:00 a.m. is the closing date for receipt of proposals for the county audit. Part I is the guideline for submission and information to be required for proposals. August 18th, 2015: At 1:00 p.m., the Audit Selection Committee will meet to rate and rank proposals. September 2nd, 2015: The Board will award the county audit to selected firm. Exhibit A is a sample contract for service as county auditors. Your attendance and interest in this RFP are greatly appreciated. If you have questions please do not hesitate to contact me at (970) 356-4000 Ext. 4445. Sincerely, Barbara Connolly Weld County Controller PART I RULES FOR SUBMISSION OF COUNTY PROPOSALS 1. Time, for filing -- no later than August 18th, 2015 at 10:00 a.m. to the Administration Building, % Purchasing Dept, 1150 "0" Street Room #170, Greeley, CO 80631. The outer envelope in which sealed proposals are tendered should be marked "PROPOSAL FOR EXTERNAL AUDIT OF COUNTY -- DUE August 18th 2015 A 10:00 am. 2. Two (2) copies of bound and sealed proposals are required, not to be opened until after the final submission date and hour noted above (please email Purchasing a copy of the bid also.) 3. To be eligible to qualify as external auditor, the following minimum requirements must be met: A. The firm of certified public accountants must be of recognized ability and standing. B. The certified public accountant firm must have been established as a legal entity in the State of Colorado and have performed continuous CPA services for a minimum of two (2) years. C. The firm must also be a member of the American Institute of Certified Public Accountants and the Colorado Institute of Certified Public Accountants and must adhere to the AICPA professional standards of audit practices and conduct. D. The audit examination shall be completed in conformity with provisions of the AICPA Industry Audit Guide - Audits State and Local Governmental Units, Government Accounting Standards Board, Colorado Statute Requirements and applicable Federal regulations. E. A single audit shall be done in accordance with the provisions of "Standards for Audits of Governmental Organizations, Programs, Activities, and Functions" promulgated by the U.S. Comptroller General as they pertain to financial and compliance audits, the Single Audit Act of 1984 (Publication No. 98-502), Office of Management and Budget (OMB) Circular A-133, and the provisions of OMB's "Compliance Supplement for Single Audits of Grants to State and Local Governments", and auditors' reports on compliance and internal accounting control rendered thereon. F. The firm must include a statement of the all-inclusive fee for which the work will be done for fiscal year 2015 and 2016. G. The firm must participate in and pass the voluntary peer review program. 4. Call Barbara Connolly, Controller, 356-4000, Ext. 4445 to answer any follow-up questions. 5. The Auditor's report must be submitted to the Board of County Commissioners within 150 days after the close of the audited fiscal year. The audit work can be commenced by the successful proposer at any time after the contract is awarded. SCOPE SECTION All funds and Account Groups maintained by Weld County shall be audited and reported. The auditor shall assist in the preparation of the County's comprehensive annual financial report and include an opinion in its report regarding the county's financial statements and supplemental financial schedules. The financial statements shall be prepared in conformance with the primary funds and account groups as described in GAAFR. Single audit reports shall be included in the comprehensive annual financial report. Funds may be combined to the extent permitted by the Industry Guide. Special Reports: Special reports shall be prepared for the following offices and/or departments during the period audited. 1. Public Trustee (note disclosure) 2. Grand Jury Audit of Treasurer, as required 3. Weld County Retirement Plan 4. Weld County Federal Mineral Lease Act District The auditor shall furnish an opinion in its report on these financial statements. INFORMATION TO BE REQUESTED FROM THE PROPOSER In order to get a uniform review process and to obtain the maximum degree of comparability, it is required that proposals be organized in the manner specified. 1. Title Page: Show the RFP subject, the name of the proposer's firm, local address, telephone number, name of the contact person, and the date. 2. Table of Contents: Include a clear identification of the material by section and by page number. 3. Letter of Transmittal: Limit to one or two pages. Briefly state the proposer's understanding of the work to be done and make a positive commitment to perform the work within the time period. Give the names of the persons who will be authorized to make representations for the proposer, their titles, addresses and telephone numbers. 4. Profile of the Proposer: A. State whether the firm is local, national, or international. B. Give the location of the office from which the work is to be done and the number of partners, managers, supervisors, seniors, and other professional staff employed at that office. Describe the range of activities performed by the local office such as audit, accounting, or management services. 5. Summary of the Proposer's Qualifications (in addition to minimum qualifications): A. Identify the partners, managers and supervisors who will work on the audit, including staff from other than the local office. Resumes for each supervisory person to be assigned to the audit should be included. (The resumes may be included as an appendix.) B. Describe recent local and regional office auditing experience similar to the type of audit requested and give the names and telephone numbers of client officials responsible for three (3) of the audits. 6. Scope Section: Clearly describe the scope of the required services to be provided. Assuming that the requested services include both an examination of financial statements and a financial audit examination, define the scope of services to be provided in terms of the matters discussed in the following subsections: A. Financial Audit -- As defined in Section 29-1-603, CRS, 1973, and Section 14-4 of the Weld County Home Rule Charter. The examination will be made in accordance with generally accepted auditing standards. Generally accepted auditing standards are included in Statements on Auditing Standards published by the American Institute of Certified Public Accountants and in Standards for Audit - Governmental Organizations, Programs, Activities and Functions published by the Comptroller General of the United States, the Single Audit Act of 1984 (Publication No. 98-502), Office of Management and Budget (OMB) Circular A-133, and the provisions of OMB's "Compliance Supplement for Single Audits of Grants to State and Local Governments". The primary purpose of the examination is to express an opinion on the financial statements and that such an examination is subject to the inherent risk that errors or irregularities may not be detected. If conditions are discovered which lead to the belief that material errors, defalcations or other irregularities may exist, or if any other circumstances are encountered that require extended services, the auditor will promptly advise the requester. No extended services will be performed unless they are authorized in the contractual agreement or in an amendment to the agreement. The auditors shall familiarize themselves with and comply with the provisions of any and all Federal, State and County orders, statutes, ordinances, Charter, bond covenants, Administrative Code and Orders, and rules and regulations which may pertain to the work required in the engagement. 7 Additional Data: Since data not specifically requested must not be included in the foregoing proposal sections, give any additional information considered essential to the proposal in this section. (Publications of the proposer, such as directories, articles, and lists of clients will not be included.) If there is no additional information to present, state in this section, "There is no additional information we wish to present". 8 Compensation: Estimate the total hours and the resulting all-inclusive maximum fee for which the requested work, separated for fiscal years 2015 and 2016 will be done. An appendix stating the hourly rates to be charged for each staff classification is required. State whether data processing will be used in the examination and, if so, estimate the data processing resources the requester will need to supply in terms of computer time, operator time, and programmer time. The auditor shall not be reimbursed separately for any travel, per diem, photo copying, telephone bills, or other related expenses of the audit unless incurred at the specific request of the county. The maximum fee for each year of the balance of the engagement will be mutually agreed upon and established in an amendment to the agreement. The firm's price (maximum fee) for the basic services will be inserted in the outer envelope in a separate sealed envelope bearing the firm's name and address and the words, "PART 2 -- MAXIMUM FEE FOR AUDIT SERVICE SEPARATE FOR FISCAL YEARS 2015 AND 2016". PART II - EVALUATION PROCEDURES 1. Selection Committee Proposals submitted will be evaluated by a three (3) member committee. 2. Evaluation Criteria The following represent the principal selection criteria which will be considered during the evaluation process of proposals. A. Mandatory Elements 1. The audit firm is independent and licensed to practice in the state of Colorado. 2. The audit firm's professional personnel have received an adequate continuing professional education with the preceding three years. 3 The firm has no conflict of interest with regard to any other work performed by the firm for Weld County Government. 4. The firm submits a copy of its most recent external quality control review report and the firm has record of quality audit work. 5. The firm adheres to the instruction in their Request of Proposal on preparing and submitting the proposal. 6. The firm shall submit one copy of at least three Comprehensive Annual Financial Reports issued by Colorado municipalities in which their opinion is contained. All three of these reports must have been awarded the GFOA Certificate of Achievement for Excellence in Financial Reporting. Provide names of other Colorado municipalities that you have audited and if GFOA certificate was awarded and type of opinion issued. B. Technical Qualifications 1. Expertise and Experience a. The firm's past experience and performance on comparable government engagements. b. The quality of the firm's professional personnel to be assigned to the engagement and the quality of the firm's management support. c. Experience with the preparation of federal and state financial assistance and related reports. Experience in providing assistance to meet the requirements of the Certificate of Achievement of Excellence in Financial Reporting program. 2. Audit Approach Service Delivery Plan: Describe how the firm intends to conduct their audit in the first year versus subsequent years. Describe the service delivery system including what will be done, by whom, how and where. Provide detail on staffing requirements. Describe how the services will be coordinated and monitored and how to access them will be ensured through entrance conferences, progress reporting, and exit conferences. 3. Price Cost will not be the primary factor in the selection of an audit firm. 3. Oral Presentations During the evaluation process, the Committee may, at its discretion, request any or all firms to make oral presentation. Such presentation will provide firms with an opportunity to answer any questions the Committee may have on a firm's proposal. All firms may be asked to make such oral presentations. 4. Final Selection It is anticipated that the Committee will recommend a firm for approval by the Weld County Board of County Commissioners. It is anticipated that a firm will be selected no later than September 2nd, 2015. Following notification of the firm selected, it is expected contract will be executed between both parties with in thirty (30) days of approval. 5. Right to Reject Proposals Submission of a proposal indicates acceptance by the firm of the conditions contained in this Request for Proposal unless clearly and specifically noted in the proposal submitted and confirmed in the contract between Weld County and the firm selected. Weld County Government reserves the right without prejudice to reject any or all proposals or parts thereof for any reason, to negotiate changes to proposal terms and to waive minor inconsistencies between the proposal and this Request of Proposal. TENTATIVE PROGRAM OUTLINE FOR THE PRELIMINARY PROPOSERS' CONFERENCE 1. Introduction by Controller and general description of the functions of Weld County. Indicate that copies of the prior years audited financial statements are available for review in the office of the Controller or on the County web site, www.co.weld.co.us under the accounting department 2. Nature of Services Required -- Controller A. Describe the funds, functions, or activities to be audited. B. State the type of audit required; i.e., Section 29-1-603, CRS, 1973, and Section 14-4 of the Weld County Home Rule Charter, requires a financial audit. C. Describe the Single Audit requirements. D. The State Auditor, in consultation with the Financial Policies and Procedures Advisory Committee, is required to adopt rules for the form and conduct of the audit and copies of the rules should be obtained directly from the State Auditor's Office. E. Weld County has continually been awarded the Government Finance Officers' Association's coveted Certificate in Excellence in Financial Reporting since the year ended December 31, 1980. Meeting the program's high standards of reporting is a continuing objective of Weld County. 3. Description of County and Records to be Audited - Controller A. General information on Weld County. B. List funds and account groups and chart of accounts. C. Specify the basis of accounting used during the year and at year's end. Specify differences in accounting basis among funds to be audited. D. Describe budget records, and state that revenues, appropriations, and encumbrances are recorded in the accounting records. E. Describe systems, records, and procedures: 1. List and describe available manuals, written policies, and procedures covering such items as cash, receivables, fixed assets, and liabilities. 2. Identify the major segments of the accounting records which are computerized and the availability of related system documentation. F. Describe and indicate that the prior year's financial statements and budgets are available. 4. Assistance Available to Proposer - Controller A. Give the name of the auditor who performed the 2014 audit, the prior audited periods covered, report dates, and type of opinion. State that previous county audit work papers will be available for inspection by the contracted auditor and where. B. Describe how the staff will be available to assist the proposer: 1. State that the County Accounting Department staff will prepare all audit work papers as necessary and reasonable, including trial balances, analyses of all balance sheet accounts and detailed analyses of selected revenue and expenditure/expense accounts, as well as the rough draft of the Comprehensive Annual Financial Report including notes to the financial statements. 2. State that the County Accounting Department staff will produce the Comprehensive Annual Financial Report based on the audited financial statements. 3. State that the County's Human Services Department, along with other grant accountants maintain copies of all federal and state grants and contracts, as well as related requests for reimbursement. Assistance will be provided as necessary and reasonable during the Single Audit. 4. State that the accounting staff can prepare schedules, reproduce documents, direct auditors on how to retrieve imaged documents, etc. 5. State that the data processing staff, equipment, and generalized user software are available for auditing purposes, and specify the make and model of the computer to be used and what type of operating system is used. C. State that we will issue representation letters for inventory evaluations, pledged assets, contingent liabilities, potential litigation, etc., as required. D. State that interfund and interdepartmental reconciliations have been made. E. Specify that the proposer may refer to county copies of audit guides applicable to the activities to be examined. State the location of available office space and equipment and its location in relation to the records. 5. Proposals and Contractual Arrangements -- Controller Provide general information about the contract to be awarded. Specify the period of the contract to be an engagement for up to five (5) consecutive years. A fixed maximum fee will be established initially for the two (2) fiscal years 2015 and 2016. The maximum fee for each year of the balance of the engagement will be mutually agreed upon and established in an amendment to the agreement. 6. Report Requirements — Controller Identify the minimal information to be included in the audit report and in the related management letter referenced in the audit report. A. Specify to whom the report is to be addressed and what financial statements are to be included in the report. State that the report is to be prepared relating to an examination of financial statements, state the scope of the examination, and state that it should conform to generally accepted auditing standards. State that the report to be prepared relates to a financial audit examination, and that it should include an opinion as to the specific findings related to compliance with applicable laws, regulations, etc. Explain that the county audit shall be a single report. The Board of County Commissioners is responsible for selecting the auditor for services described herein. Describe and emphasize that it is required at the conclusion of the audit field work that each separate auditor's comments be discussed with the head of each county "agency" and the Board of County Commissioners or their designees. All the auditor's comments will be reported in the county's report, in the area within their respective responsibility. The agencies' written statements of explanation or rebuttal concerning the auditor's comments, including corrective action taken, shall be filed with the county within twenty (20) days of the delivery of the financial audit report. The county contractually will require the audit reports be submitted to the county no later than one hundred fifty (150) days after the close of the fiscal year. Require that each of the compliance letters include a summation statement of audit findings affecting the financial statements, internal control, accounting, accounting system, legality of actions, and any other material matter. Require a separate letter of management control (comments and recommendations) be addressed to the Board of County Commissioners. The undersigned, by his or her signature, hereby acknowledges and represents that: 1. The bid proposed herein meets all of the conditions, specifications and special provisions set forth in the request for proposal for Request No. #B1500158. 2. The quotations set forth herein are exclusive of any federal excise taxes and all other state and local taxes. 3. He or she is authorized to bind the below -named bidder for the amount shown on the accompanying proposal sheets. 4. The signed bid submitted, all of the documents of the Request for Proposal contained herein (including, but not limited to the product specifications and scope of services), the formal acceptance of the bid by Weld County, and signature of the Chair of the Board of County Commissioners, together constitutes a contract, with the contract date being the date of signature by the Chair of the Board of County Commissioners. 5. Weld County reserves the right to reject any and all bids, to waive any informality in the bids, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor. FIRM BUSINESS ADDRESS CITY, STATE, ZIP CODE TELEPHONE NO PRINTED NAME AND TITLE FAX TAX ID # SIGNATURE E-MAIL DATE **THE SUCCESSFUL BIDDER SHALL PROVIDE A W-9 IF NOT ALREADY ON FILE"* WELD COUNTY IS EXEMPT FROM COLORADO SALES TAXES. THE CERTIFICATE OF EXEMPTION NUMBER IS #98-03551-0000. YOU DO NOT NEED TO SEND BACK PAGES 1 - 8. EXHIBIT "B" PROPOSAL FOR AUDITING SERVICES Anderson & Whitney, P.C. CERTIFIED PUBLIC ACCOUNTANTS 5801 W. 11th Street, Suite 300 Greeley, Colorado 80634-4813 (970) 352-7990 Contact: Alan Holmberg, CPA August 18, 2015 TABLE OF CONTENTS TRANSMITTAL LETTER 1 FIRM PROFILE 2 SUMMARY OF QUALIFICATIONS 3 AUDIT SCOPE 8 ADDITIONAL DATA 9 COMPENSATION 11 Peer Review Report 12 August 18, 2015 Barb Connolly, Controller Weld County Greeley, Colorado 80631 Members of the Audit Selection Committee: We appreciate the opportunity to submit this proposal for auditing services to Weld County. We are enthusiastic about providing services again to Weld County, and continue to be impressed with your commitment to quality financial reporting. Our firm has made that same commitment. This is a proposal to audit Weld County's financial statements for the year ending December 31, 2015 and, optionally, for up to four additional years. The engagement will include the Single Audit requirements for federal programs and special audit reports for the departments requested, and the retirement plan. We agree to perform the work in the specified time. The reasons Anderson & Whitney is best qualified to serve Weld County are: < The members of the audit team assembled to serve Weld County have ideal county audit experience. Our experience also includes governments with defined benefit retirement plans which will need to present a pension liability or asset in the CAFR (i.e. GASB Statement No. 68). < Compliance with FEMA requirements can be enhanced from our experience in auditing other counties, cities and sanitation districts in flood recovery programs. < Comments and recommendations for improvement will be made for Weld County, based on long standing service to several counties providing expertise in social services, E-911, public trustee, road and bridge, etc. We believe this proposal demonstrates the commitment we make to you, as we make to each of our clients, that you can rely on us to meet your professional accounting and auditing requirements. We invite the opportunity to discuss our proposal further with you in an oral interview. This proposal is a firm and irrevocable offer. As a shareholder of Anderson & Whitney, P.C., I am authorized to make representation for the firm and may bind the firm in any contractual arrangements. I can be contacted at 352-7990. Respectfully submitted, Alan Holmberg, CPA Firm Profile Anderson & Whitney, P.C. located in Greeley is one of the largest local CPA firms in Colorado. Founded in 1968, the firm has experienced steady growth and has attracted talented professional individuals who have developed a solid track record of service to our clients. Our accounting and auditing department recently developed the following which communicates our philosophies. A&A Department Values Statement We believe in honesty, integrity, concern for others, excellence in service, personal growth, and a balanced approach to work and family. A summary of our personnel is as follows: TOTAL Shareholders Managers In -Charge Accountants Professional Staff Support Services Staff 6 4 4 4 5 Total 23 A&A Department Mission Statement To provide services and solutions for our clients with a personalized, insightful, and progressive approach. AUDIT Shareholders Managers In -Charge Auditors Staff Auditors 2 3 2 2 Total 9 The firm's governmental audit staff consists of two shareholders, three managers, two in - charge auditors, and two staff auditors. All of these individuals are CPAs or CPA candidates and have experience in auditing large, multi -faceted governments. They are assigned full-time to audit and accounting engagements. Weld county pro 2015.doc -2- Anderson & Whitney, P.C. has undergone ten triennial peer reviews of our auditing practice. These reviews test our level of professional competence and quality control, and helps insure that we are meeting all professional standards. We are proud to have received unmodified reports in each of our reviews (page 12). No letter of comment was received. In addition to a considerable accounting and auditing practice, we are able to provide numerous other services to our clients through three other specialization groups: taxation, computer consulting, and financial services. The resources from each of these groups are available to assist Weld County, whether with questions on isolated issues or more involved technical projects. We have a deep desire to be more than an auditor to our governmental clients. Thus, we have considerable experience and expertise in consulting services, including assistance with: • GASB 67/68 • TABOR • Bond Issues and Continuing Disclosure Requirements • Social Services • Cost Allocation Plans • Employee Benefits • Pension Issues • Legal Requirements for Investments • Public Trustee We encourage and invite questions and communication during the year. We do not bill for responses that require no significant research time or other costs. Summary of Qualifications The primary personnel assigned to your engagement have been selected based on their technical skills, management capabilities, and previous experience in the governmental area. We anticipate utilizing the supervisor and one staff auditor full-time on the engagement. Alan Holmberg, CPA, CGMA will serve as the engagement shareholder and will be responsible for overall planning, performance, and review of the audit. He will provide technical assistance in auditing, accounting, and financial reporting. As such, he will perform an on -site review of the CAFR and key working papers. Alan is licensed to practice in the State of Colorado and has served on GFOA's Special Review Committee to review CAFR's from around the country. He is also past chairman of the CSCPA's Governmental Issues Committee. Alan has 30 years of government audit experience on engagements listed on page 5, including Weld County, Larimer County, City of Greeley, University of Northern Colorado, and the North Front Range MPO. Weld county pro 2015.doc - 3 - Melissa Bigler, CPA, will serve as the audit manager and will oversee the day-to-day performance of the audit. This includes planning, supervision, audit work in investments, laws and regulations, contractual compliance, review of working papers, review of the CAFR, and preparation of reports and letters. She will coordinate the audit with County staff and consult with staff on accounting and financial reporting matters. Melissa is licensed to practice in the State of Colorado and is a member of CGFOA and is a certified fraud examiner. Melissa has twelve years of government audit experience on engagements listed on page 6, including Larimer County, Larimer County Retirement Plan, and University of Northern Colorado. Alanna Moses, CPA, will be assigned as the audit supervisor. She will assist in the planning and performance of the audit. She will be primarily in charge of internal control review and testing and will perform the audit work in the larger funds. Alanna is licensed to practice in the State of Colorado. She has seven years experience, including Larimer County, North Front Range MPO, Town of Eaton, and the University of Northern Colorado. R�sum�s of personnel are presented on pages 5-6 which include specific governmental audit experience. Continuing professional development has always been emphasized at Anderson & Whitney. Many of our staff receive well over the forty hours per year benchmark. The engagement shareholder, manager, and in -charge auditor have met or exceeded the standard of twenty-four hours of government -specific CPE. We also keep up-to-date with governmental issues and trends through professional service and memberships. Alan Holmberg has served as chairman of the Governmental Committee of the Colorado Society of CPA's. This group meets monthly to analyze and make recommendations on accounting, auditing, and regulatory matters affecting Colorado's governmental units. The firm holds associate membership in the Government Finance Officers Association (GFOA). We participate in their training sessions and in the training opportunities of the Colorado GFOA (CGFOA). We were among the first members of the AICPA's Government Audit Quality Center. The Center has various CPE and peer review membership requirements and allows us to have a resource for emerging information. All of the proposed personnel are knowledgeable and experienced with governmental computerized financial systems as well as payroll, spreadsheet, and data base programs. Weld county pro 2015.doc - 4 - Alan Holmberg, CPA, CGMA ACADEMIC University of Nebraska (BS) Major: Mathematics, 1978 University of Nebraska (MA) Major: Accounting, 1982 EXPERIENCE Thirty years experience with Anderson & Whitney, P.C., working on various governmental and commercial audits, including: Weld County (five years shareholder) Weld Federal Mineral Leasing District (three years shareholder) Larimer County (13 years shareholder) North Front Range MPO (ten years shareholder) University of Northern Colorado (ten years shareholder) Town of Eaton and Housing Authority (15 years shareholder) Larimer Emergency Telephone Authority (12 years shareholder) Larimer County Retirement Plan (ten years shareholder) City of Greeley (ten years shareholder) Weld County School District RE -3(J) (15 years shareholder) High Plains Library District (13 years shareholder) Weld County Public Trustee (two years shareholder) Town of Milliken (one year shareholder) Quality Control Peer Review Team Member 1990-2015 PROFESSIONAL American Institute of Certified Public Accountants (AICPA) Colorado Society of Certified Public Accountants (CSCPA) Chair, CSCPA Government Issues Committee Colorado Government Finance Officers Association Chair, 2001 CSCPA Governmental Conference Chair, 2008 CSCPA Peer Review Board CIVIC Loaned Executive, Weld County United Way Leadership Weld County President, Eaton Sertoma Club Weld county pro 2015.doc - 5 - Melissa Bigler, CPA, CFE ACADEMIC University of Northern Colorado (BS) Major: Accounting, 2002 EXPERIENCE Twelve years of experience with Anderson & Whitney, P.C. working on various governmental and commercial audits, including: Larimer County (2005-2014) North Front Range MPO (2004-2008) Weld County School District RE -3(J) (2003, 2009-2013) University Schools (2003-2009) University of Northern Colorado (2003, 2013) Town of Milliken (2014) PROFESSIONAL American Institute of Certified Public Accountants (AICPA) Colorado Society of Certified Public Accountants (CSCPA) Colorado Government Finance Officers Association (CGFOA) Association of Certified Fraud Examiners (ACFE) GFOA CAFR Reviewer 2012-2013 CIVIC Loaned Executive, Weld County United Way Weld county pro 2015.doc - 6 - Similar Engagements with Other Government Entities WELD COUNTY was an audit client of the firm for 2000 to 2004 and two prior five- year terms. Alan Holmberg was the engagement shareholder. We congratulate the County for consistently earning GFOA's Certificate of Achievement for Excellence in Financial Reporting. We are proud to have been the County's auditor when the County first joined the Certificate program. An important goal of the audit team will be to assist the County in continuing to earn the Certificate. Our firm has performed the 2005-2014 audits of LARIMER COUNTY, COLORADO and also was auditor for various prior terms. The audit includes the LARIMER COUNTY RETIREMENT PLAN and the LARIMER COUNTY PUBLIC TRUSTEE. We assist the County in earning a GFOA Certificate of Achievement. Consulting has included debt issuance, continuing disclosure, and infrastructure matters (modified approach). Alan Holmberg was engagement shareholder, Melissa Bigler engagement manager, and Alanna Moses the supervisor. Carol Block, Finance Director (498-5931) and Lorrie Lopez (498-5945) are our primary contacts. The CITY OF GREELEY has been an audit client from 2012-2014 and for several terms previously. We also assisted the City in earning a GFOA Certificate of Achievement in Financial Reporting for each year. Alan Holmberg is the engagement shareholder. Victoria Runkle, Finance Director, and Lezlie Philp, Controller, are our primary contacts (350-9735). HIGH PLAINS LIBRARY DISTRICT is another governmental client. To date, we have audited their 2000-2014 financial statements. We assist the District in earning a GFOA Certificate of Achievement. Alan Holmberg serves as engagement shareholder and Alanna Moses as supervisor. Andrew Romero, Finance Director (506-8566) is our principal contact. Other current governmental clients who do not involve a GFOA Certificate are as follows: Colorado Energy Research Authority Town of Eaton/Eaton Housing Authority Platte Valley Fire Protection District Brush Housing Authority Larimer Emergency Telephone Authority Galeton Fire Protection District Briggsdale Fire Protection District Weld County School District RE -3(J) Colorado Higher Education Insurance Benefits Alliance University of Northern Colorado' Town of Milliken Upper Thompson Sanitation District Weld county pro 2015.doc - 7 - Audit Scope All funds and account groups of Weld County shall be audited and included in the Comprehensive Annual Financial Report (CAFR) as required by ' 29-1-603, CRS 1973 and ' 14- 4 of the Weld County Home Rule Charter. Special audits will also be performed and reports issued for the Public Trustee (note disclosure), Grand Jury Audit of Treasurer (if necessary), Federal Mineral Leasing District, and the Weld County Retirement Plan. The audit will be in accordance with the following standards and federal requirements: ✓ Generally accepted auditing standards ✓ U.S. General Accountability Office's Government Auditing Standards, ✓ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR 200 ✓ OMB A-133 Compliance Supplement. The primary purpose of the financial audit is to express an opinion on the financial statements. The audit is subject to the inherent risk that errors or irregularities may not be detected. If conditions are discovered which lead to the belief that material errors, defalcations or other irregularities may exist, or if any other circumstances are encountered that require extended services, we will promptly advise the Weld County Controller. No extended services will be performed unless they are authorized in the contractual agreement with Weld County, or in an amendment to the agreement. In preparation for the County's audit, our staff are familiar with, and will comply with, the provisions of federal, state, and county orders, statutes, ordinances, charter, bond covenants, administrative code, rules and regulations which may pertain to the work required in the engagement. Weld county pro 2015.doc - 8 - Additional Data Following is a proposed work plan, including audit methodology, timing and sources of information needed. This plan has been tailored to the particular requirements of Weld County based on past audit experience with the County and the industry. This plan will be fine tuned as further discussions are held with the County. Activity Timing Entrance conference; audit planning. Late October Interim fieldwork to primarily review and evaluate the internal con- November trol structure, including IT controls, and perform tests of controls with the intent of being able to rely on those controls. Materials needed will include an organizational chart to review the internal control environment and various manuals and forms to document the accounting procedures and internal controls. Audit sampling will be utilized to test transactions to determine if internal controls have been effectively applied. These transactions will include cash disburse- ments/purchasing, payroll, cash receipts revenue, property taxes, federal expenditures, etc. Appropriate samples will be pulled from lists of these transactions. Progress conference will be held to discuss preliminary results. Mailing of bank account, revenue, and other necessary confirmations. Year -End Observation of significant inventories. Final fieldwork to audit each of the funds of the County as well as the Late March - April general areas of cash and investments, accounts payable, encum- brances, operating transfers, interfund payables and receivables, and budget. Information needed will include working trial balances and budget comparisons for each fund as well as copies of selected account analyses prepared by the County's accounting staff. Audit work on fund files includes analytical comparison of activity to prior year and budget as well as tracing large transactions to supporting documentation. Unusual transactions or activity new to the fund will be discussed with management and the contract, agreement, etc. reviewed for proper accounting. Social Services field work including testing of operations, Single April Audit testing of major programs, verification of the due to/from State of Colorado balances. Conclusion of Single Audit procedures over federal assistance Late April programs. Confirm determination of programs to test based on risk analysis. Tests over high -risk major programs include a review of accounting and administrative controls and a detailed test of program expenditures to determine compliance with laws and regulations. The Compliance Supplement requires additional tests of eligibility, matching, reporting, and other terms and conditions. Activity Timing Review of Board of Commissioners' minutes for indication of grants, contracts or agreements not noted in the audit of fund files. Review of records and inquiry of management of any commitments, contingencies, and subsequent events. Obtain written representation from County Attorney on litigation, and asserted and unasserted claims. Obtain a written confirmation from management regarding various representations made during the audit. Review draft of the financial statements, footnotes, and statistical Mid -May data. Trace report components into the audit work papers. Review the report for compliance with GFOA Certificate requirements. Provide recommendations, revisions, and report issues for further consideration to the Controller. Conduct exit conference. Early May Final review of all working papers and audit conclusions. Prepare Mid -May auditors' reports on financial statements, supplementary information, internal controls and compliance. Prepare draft of management letter. Read letter of transmittal and make suggestions as appropriate. Participate in any meetings necessary to discuss the auditors' reports Late May or financial statements. Work with County Controller to finalize remaining financial statement items. Issue final management letter. Review a printed CAFR. Make final presentation of CAFR and June management letter to the Board of Commissioners if requested. The work plans for the other special audits will be coordinated with the appropriate County officials. As described in the work plan, our planned audit approach is segmented and tailored to fit the County's accounting system. Perhaps the most important segment is the planning of the audit. This stage includes an entrance conference, computation of materiality levels, preliminary analytical review, scheduling of staff to meet time constraints, evaluation of the risk that misstatements could occur, and preparation of written audit programs. Audit sampling is anticipated to be used considerably in the audit, particularly in control testing. Audit sampling is the process of forming a conclusion about a certain attribute or account balance by testing only a portion of the transactions that make up that attribute or balance. The County's staff will be asked to provide reasonable assistance, primarily in the area of assistance with various work papers. We typically meet with the staff before fieldwork to coordinate the work papers desired. We will also need to have occasional discussions with various County staff during fieldwork, but have not found these to be disruptive, by providing adequate advance notice. A management letter is an integral part of the audit process. This letter may include comments and suggestions on the County's accounting policies, recordkeeping system, operating procedures and on current trends and topics. We intend to use this letter to help you solve problems instead of simply criticizing conditions and assigning blame. We will have the following objectives in working with Weld County: • Complete the audit in a cooperative, efficient and timely manner. • Utilize audit management and staff that have relevant experience and expertise to implement new requirements and standards and to assist the County in finding solutions and not just identifying problems. • Assist Weld County continue its trademark of quality financial reporting. Compensation The estimate of the total hours and resulting all-inclusive maximum fee for the audit work discussed in this proposal is provided in a separate attachment. The fee for each subsequent year of the engagement, if renewed, will be mutually agreed upon and established in an amendment to the agreement. Generally accepted auditing standards require that we review the general controls of the County's data processing operation. This will require some time from personnel in that area to discuss operations and controls with our staff. This time is not anticipated to be extensive and we do not expect any other significant needs beyond internet connections. We encourage clients to contact us as issues arise. If the question can be resolved by a phone call or short e-mail, there is no fee as this is considered part of our continuing client service responsibility. August 18, 2015 Barb Connolly, Controller Weld County Greeley, Colorado 80631 Members of the Audit Selection Committee: Our estimate of the total hours and the resulting all-inclusive maximum price for the services described in this proposal are presented below: 2015: 900 hours at a price of $82,500, including retirement plan $12,000 and FMLD of $3,000. Hourly rates are as follows: Shareholder $ 210 Manager 125 Supervisor 100 Staff 70 2016: 875 hours at a price of $82,500, including retirement plan $12,000 and FMLD of $3,000. Hourly rates are as follows: Shareholder $ 215 Manager 130 Supervisor 105 Staff 75 To aid in the implementation of GASB Statement 68 on employer pension reporting, our 2015 price includes ten hours of consulting on GASB 68 at no further charge. Data processing services are expected to be utilized. This is expected to require minimal operator time on the County's part. Our audit software does require the use of regular internet connections. The estimate of the total hours and resulting maximum fee noted above for 2016 are based on the assumption that there will be no significant changes in the scope of the audit, the level of assistance, or the accounting and administrative systems in place at Weld County from that of 2015. At the earliest indication of such significant change, we will discuss the circumstances with you prior to incurring any additional time. Respectfully submitted, Alan Holmberg, CPA MEMORANDUM TO: BOCC FROM: Barb Connolly, Controller DATE: August 31, 2015 SUBJECT: Audit Bid — B1500158 We received 7 bids for County Audit services for the 2015 and 2016 years. The bids have been reviewed. All the firms that submitted, met specs and are qualified to perform the audit for Weld County. Since all are qualified the final criteria is cost. We recommend Anderson & Whitney with the cost of $82,500 for both the 2015 and 2016 year. This is low bid. 00is =Z76J DATE OF BID: AUGUST 18TH, 2015 REQUEST FOR: AUDIT SERVICES DEPARTMENT: FINANCE DEPT BID NO: #61500158 PRESENT DATE: August 19th, 2015 APPROVAL DATE: September 2"d, 2015 *County Audit Service for the years. Dept is reviewing bids at this time. //9 WELD COUNTY PURCHASING 1150 O Street Room #107, Greeley CO 80631 E-mail: mwaltersaco.weld.co.us E-mail: reveretteco.weld.co.us Phone: (970) 356-4000, Ext 4222 or 4223 Fax: (970) 336-7226 VENDORS ANTON COLLINS MITCHELL LLP 2015 CLUBHOUSE DRIVE, STE 203 GREELEY CO 80634 ANDERSON & WHITNEY 5801 W 11TH STREET # 300 GREELEY CO 80634 CLIFTON LARSON ALLEN LLP 370 INTERLOCKEN BLVD, STE. 500 BROOMFIELD CO 80021 SWANHORST & COMPANY LLC 8400 E. CRESCENT PARKWAY, STE. 600 GREENWOOD VILLAGE CO 80111 MCGLADREY LLP 555 17TH STREET, STE 1000 DENVER CO 80202 RUBIN BROWN LLP 190016TH STREET, STE 300 DENVER CO 80202 BKD, LLP 1700 LINCOLN STREET, STE. 1400 DENVER CO 80203 ALLEN, GIBBS & HOULIK LC (NO BID) 301 N. MAIN, STE 1700 WICHITA KS 67202 Fiscal year 2015/2016, optionally renewable for an additional three (3) O7GJ �S Doe., / Hello