HomeMy WebLinkAboutMemo - Read Before Packet - 05/20/2025 - Letter from Plante Moran re Professional Services Agreement – Audit Services
January 30, 2025
Mayor Jeni Arndt
City of Fort Collins, Colorado
300 LaPorte Ave
Fort Collins, CO 80522
Dear Mayor Arndt:
Thank you for selecting Plante & Moran, PLLC (“PM”) to assist you. We are sending this letter
and the accompanying Professional Services Agreement, the terms of which are incorporated
into this engagement letter, to confirm the nature, limitations, and terms of the services we will
provide to City of Fort Collins, Colorado (“Client”).
Scope of Services
We will audit Client’s financial statements as of and for the year ended December 31, 2024 and
Client’s compliance with certain federal award requirements during the year ended December 31,
2024, for those programs identified as “major programs”. In addition, the supplemental information
accompanying the single audit report, consisting of the Schedule of Expenditures of Federal
Awards (“SEFA”) will be subjected to the auditing procedures applied in our audit of the financial
statements. In connection with our audit engagement, we will assist you in drafting your Data
Collection Form (“DCF”). This assistance is considered a non-audit service; you agree to the
contemporaneous provision of these audit and non-audit services.
At the conclusion of the engagement, we will upload the reporting package (including financial
statements, SEFA, summary schedule of prior audit findings, auditor’s reports, and corrective
action plan), complete the appropriate sections of the DCF that summarize our audit findings, and
coordinate with you our electronic certification. It is Client’s responsibility to timely review, approve
and electronically submit the DCF (including the reporting package) to the Federal Audit
Clearinghouse.
With respect to other information included in the annual comprehensive financial report, we will
read the other information and consider whether a material inconsistency exists between the other
information and the basic financial statements or whether the other information otherwise appears
to be misstated. Professional standards require that we perform these procedures regardless of
whether the annual comprehensive financial report is prepared before or after the audit report
date. We will request management provide a written representation that the final version of the
documents will be provided to us when available, and prior to the issuance by Client, in order for
us to complete necessary procedures.
Timothy St. Andrew, CPA, is the engagement partner for the services specified in this letter and
is responsible for supervising PM’s services performed as part of this engagement.
If you determine that you need additional services, including accounting, consulting, or tax
assistance, PM may be available to provide them under the terms of separate engagement letters
and for additional fees.
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Mayor Jeni Arndt 2
City of Fort Collins, Colorado January 30, 2025
Timing of Services
We expect to begin fieldwork for this engagement in April 2025. We anticipate that our work will
end in May 2025 and that our report will be issued in June 2025.
Fees and Payment Terms
Our fee for this engagement will be based on the value of the services provided, which is primarily
a function of the time that PM staff expend at our current hourly rates. Our fee will be based on
the agreed-upon fee structure with the City.
Invoices for other services and out-of-pocket costs will be rendered as services are provided and
are due when received. In the event an invoice is not paid timely, a late charge in the amount of
1.25 percent per month will be added, beginning 30 days after the date of the invoice.
Thank you for the opportunity to serve you.
Very truly yours,
Plante & Moran, PLLC
Timothy St. Andrew, CPA
Agreed and Accepted
We accept this engagement letter and the accompanying Professional Services Agreement
(collectively, “Agreement”), which set forth the entire agreement between City of Fort Collins,
Colorado and Plante & Moran, PLLC with respect to the services specified in the Scope of Services
section of this engagement letter.
City of Fort Collins, Colorado
Mayor Jeni Arndt Date
Title
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5/15/2025
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Professional Services Agreement – Audit Services
Addendum to Plante & Moran, PLLC Engagement Letter
The terms of this Professional Services Agreement are incorporated into the accompanying engagement letter,
(collectively, the Professional Services Agreement and the accompanying engagement letter are referred to herein as
“Agreement”) for audit services dated January 30, 2025 between Plante & Moran, PLLC (referred to herein and in such
letter as “PM”) and City of Fort Collins, Colorado (referred to as “Client”). Any work performed in connection with the
engagement before the date of this letter will also be governed by the terms and conditions of this Agreement.
1. Financial Statements – The financial statements of Client being audited by PM are to be presented in accordance
with accounting principles generally accepted in the United States of America (GAAP).
PM has determined, based on representations Client has made to PM, that the applicable independence rules for
the services contemplated hereunder are those specified by the American Institute of Public Accountants (AICPA)
Code of Professional Conduct as well as those specified by the Government Accountability Office within the
Government Auditing Standards. Client represents and warrants that it agrees with that determination.
2. Management Responsibilities – Client management is responsible for the preparation and fair presentation of
these financial statements, in accordance with the applicable financial reporting framework, including compliance
with the requirements of accounting principles generally accepted in the United States of America and the
completeness and accuracy of the information presented and disclosed therein. Management is responsible for
identifying all federal awards received and understanding and complying with the compliance requirements and
for preparation of the Schedule of Expenditures of Federal Awards (including notes and noncash assistance
received) in conformity with Single Audit Act Amendments of 1996 and Title 2 U.S. Code of Federal Regulations
(CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards (“Uniform Guidance”). Management is also responsible for the capability and integrity of Client personnel
responsible for Client’s underlying accounting and financial records.
Client personnel will provide PM, in a timely and orderly manner, with access to all information of which
management is aware that is relevant to the preparation and fair presentation of the financial statements, the
Schedule of Expenditures of Federal Awards, and the data collection form, such as records, documentation, and
other matters and additional information that PM may request from management for the purpose of the audit.
This includes providing assistance and information PM requests during the course of its audit, including retrieval
of records and preparation of schedules, analyses of accounts, and confirmations. A written request for information
to be provided will be submitted under separate cover and supplemented by additional written and oral requests
as necessary during the course of PM’s audit. In addition, Client will provide PM with all information in its
possession that has a material impact on any material transaction and that information will be complete, truthful,
and accurate. Client will allow PM unrestricted access to personnel within Client from whom PM determines it
necessary to obtain audit evidence.
Client represents and warrants that any and all information that it transmits, or otherwise makes available, to PM
will be done so in full compliance with all applicable federal, state, local and foreign privacy and data protection
laws, as well as all other applicable regulations and directives, as may be amended from time to time (collectively,
“Data Privacy Laws”). Client shall not disclose personal data of data subjects (“Personal Data”) who are entitled to
certain rights and protections afforded by Data Privacy Laws to PM without prior notification to PM. Client shall
make reasonable efforts to limit the disclosure of Personal Data to PM to the minimum necessary to accomplish
the intended purpose of the disclosure to PM.
Management is responsible for making all management decisions and performing all management functions
relating to the financial statements, supplementary financial information, related notes, Schedule of Expenditures
of Federal Awards, and the data collection form. Management accepts full responsibility for such decisions, even
if PM provides advice as to the application of accounting principles or assists in drafting the financial statements,
supplementary financial information, related notes, Schedule of Expenditures of Federal Awards, or data collection
form. Management is also responsible for the submission of the data collection form to the Federal Audit
Clearinghouse. Client has designated Randy Bailey to oversee financial statement and compliance related
services PM provides. Management will be required to acknowledge in the management representation letter that
it has reviewed and approved the financial statements, Schedule of Expenditures of Federal Awards, data
collection form, supplementary financial information, and related notes prior to their issuance and have accepted
responsibility for their adequacy, as well as representations regarding compliance with applicable compliance
requirements.
Management is responsible for the design and implementation of programs and controls to prevent and detect
fraud, and for informing PM about all known or suspected fraud affecting Client involving (a) management, (b)
employees who have significant roles in internal control, and (c) others where the fraud could have a material effect
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Professional Services Agreement – Audit Services
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on the financial statements. Management’s responsibilities include informing PM of its knowledge of any allegations
of fraud or suspected fraud affecting Client received in communications from employees, former employees,
regulators, or others. In addition, management is responsible for identifying and ensuring that the entity complies
with applicable laws and regulations.
Management is responsible for the design and implementation of effective controls that provide reasonable
assurance that Client administers federal awards programs in compliance with compliance requirements.
Additionally, management is responsible for evaluating and monitoring compliance with compliance requirements,
taking corrective action when instances of noncompliance are identified including noncompliance identified in audit
findings, preparing a summary of prior audit findings and a separate corrective action plan, and for informing PM
about known or suspected noncompliance that could have a material effect on its major federal awards programs
(“major programs”).
Management is responsible for providing PM with complete, accurate, and timely information that could bear on
PM’s independence under applicable professional standards, including, but not limited to, information and
representations regarding affiliates of Client, business or personal relationships between Client and PM, and
business, personal and employment relationships between those in a financial reporting oversight role, including
members of governance, and PM (collectively, Independence Information). Client represents and warrants (a) that
it has provided PM any and all Independence Information existing as of the date of this Agreement; (b) that such
Independence Information is accurate and complete as of the date of this Agreement; (c) that it will notify PM of
any changes to Independence Information that has been provided as of the date of this Agreement; and (d) that,
after the date of this Agreement, it will provide any new Independence Information to PM as soon as it becomes
known to Client.
3. Objective of an Audit of Financial Statements – The objective of PM’s audit is the expression of an opinion on
the Client’s financial statements specified in the accompanying engagement letter, and express an opinion and
report at the level specified in the Uniform Guidance about whether Client complied in all material respects with
applicable compliance requirements identified by the Office of Management and Budget as subject to audit with
respect to its major programs or, if not identified by the Office of Management and Budget, applicable direct and
material compliance requirements identified in conjunction with the audit (“compliance requirements subject to
audit”).
PM offers no guarantee, express or implied, that its opinions will be unmodified or that it will be able to form an
opinion about these financial statements or on compliance in the event that Client’s internal controls or accounting,
financial or other relevant records prove to be unreliable or otherwise not auditable. If PM’s opinion is to be
modified, PM will discuss the reasons with Client management in advance of the issuance of its audit report. If, for
any reason, PM is prevented from completing its audit or is unable to form an opinion on these financial statements
or the report on compliance, PM may terminate the engagement and decline to issue a report.
4. Supplementary Information – In any document that contains supplementary information to the financial
statements that indicates that the auditor has reported on such supplementary information, management agrees
to include the auditor’s report on that supplementary information. In addition, management agrees to present the
supplementary information with the audited financial statements or to make the audited financial statements readily
available no later than the date of issuance by Client of the supplementary information and the auditor’s report
thereon.
5. Internal Controls – Client is responsible for the design, implementation, and maintenance of internal controls
relevant to the preparation and fair presentation of financial statements that are free from material misstatement,
whether due to fraud or error, including controls established for the purpose of preventing or detecting errors in
financial reporting, preventing fraud or misappropriation of assets, and identifying and complying with applicable
laws and regulations, including those applicable to federal awards, and with the provisions of contracts and grant
agreements. PM, in making its risk assessments, will consider internal control relevant to Client’s preparation and
fair presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances.
PM will make assessments of Client’s compliance with the compliance requirements subject to audit, as defined
above. While those assessments will not be sufficient to identify all noncompliance with applicable laws,
regulations, and contract provisions, PM will communicate noncompliance conditions that come to PM’s attention
in accordance with Uniform Guidance and/or Generally Accepted Government Auditing Standards. PM will also
perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that
PM considers relevant to preventing or detecting material noncompliance with compliance requirements applicable
to each of Client’s major programs. However, PM’s tests will be less in scope than would be necessary to render
an opinion on those controls and accordingly, no opinion will be expressed in PM’s report on internal control issued
pursuant to the Uniform Guidance.
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Professional Services Agreement – Audit Services
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PM’s audit will not be designed to provide assurance on the design or operating effectiveness of Client’s internal
controls or to identify all conditions that represent significant deficiencies in those internal controls. PM will
communicate all significant deficiencies and material weaknesses in internal controls relevant to the audit of the
financial statements, instances of fraud, or misappropriation of assets that come to PM’s attention, and related
matters required to be communicated under the Uniform Guidance.
6. Audit Procedures and Limitations – PM’s audit will be conducted in accordance with auditing standards
generally accepted in the United States of America (GAAS) and Government Auditing Standards, issued by the
Comptroller General of the United States, and will include examination, on a test basis, of evidence supporting the
amounts and disclosures in the Client financial statements specified in this engagement letter. 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. An audit in accordance with GAAS involves judgment about the number of transactions to be tested
and the overall approach to testing in each area. As a result, PM’s audit can only be designed to provide reasonable
rather than absolute assurance that these financial statements are free from material misstatement and that
noncompliance which could have a direct and material effect on the major programs is detected and reported. In
addition, an audit in accordance with GAAS is not designed to detect errors, fraud, or noncompliance that are
immaterial to the financial statements or federal programs. Because of the inherent limitations of an audit, together
with the inherent limitations of internal control, an unavoidable risk that some material misstatements or
noncompliance may not be detected always exists, even in an audit properly planned and performed in accordance
with GAAS. In recognition of these limitations, Client acknowledges that PM’s audit cannot guarantee that all
instances of error, fraud, or noncompliance will be identified.
7. Auditor Communications – PM is obligated to communicate certain matters related to the audit to those
responsible for governance of Client, including instances of error or fraud and significant deficiencies and material
weaknesses in internal control that PM identifies during its audit. PM will communicate these matters to the
members of Client’s governing board, and Client acknowledges and agrees that communication in this manner is
sufficient for Client’s purposes.
Under Government Auditing Standards PM is obligated to communicate instances of fraud, noncompliance or
abuse that is material to the financial statements to those responsible for governance of Client. In certain situations,
Government Auditing Standards require disclosure of instances of known or likely fraud, noncompliance, or abuse
directly to applicable governmental agencies. If such acts are detected during PM’s audit, PM will make required
disclosures regarding these acts to applicable government agencies.
In accordance with Government Auditing Standards, a copy of PM’s most recent peer review report is included as
an attachment to this Agreement.
8. Communication to Group Auditor – In instances where PM has been engaged as a component auditor for the
purposes of a Group Audit, the terms of the engagement may include communication of certain matters related to
the audit to the Group Auditor. Client permits such communication. PM will discuss matters being communicated
with those responsible for governance of Client.
9. Accounting, Financial and Compliance Records – Client agrees that it is responsible for providing PM with
accounting and financial records that are closed, complete, accurate, and in conformity with the requirements of
GAAP, for providing schedules and analyses of accounts that PM requests, and for making all Client financial and
compliance records and related information available to PM for purposes of PM’s audit, whether obtained from
within or outside of the general ledger and subsidiary ledgers. Where PM has provided estimates of the timing of
its work and completion of PM’s engagement and issuance of PM’s report, those estimates are dependent on
Client providing PM with all such accounting, financial and compliance records, schedules, and analyses on the
date PM’s work commences. PM will assess the condition of Client’s accounting, financial and compliance records,
schedules, and analyses of accounts prior to commencing its work. In the event that such records, schedules, and
analyses are not closed, complete, accurate, or in conformity with GAAP, PM may have to reschedule its work,
including the dates on which PM expects to complete its on-site procedures and issue its audit report.
In any circumstance where PM’s work is rescheduled due to Client’s failure to provide information as described in
the preceding paragraph, PM offers no guarantee, express or implied, that PM will be able to meet any previously
established deadlines related to the completion of the audit work or issuance of its audit report. Because
rescheduling audit work imposes additional costs on PM, in any circumstance where PM has provided estimated
fees, those estimated fees may be adjusted for the additional time PM incurs as a result of rescheduling its work.
These fee adjustments will be determined in accordance with the Fee Adjustments provision of this Agreement.
10. Audit Adjustments – PM will recommend adjustments to Client’s accounting records that PM believes are
appropriate. Client management is responsible for adjusting Client accounting records and financial statements to
correct material misstatements and for affirming to PM in writing that the effects of any unrecorded adjustments
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Professional Services Agreement – Audit Services
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identified during PM’s audit are immaterial, both individually and in the aggregate, to the Client’s financial
statements specified in this Agreement.
11. Management Representations – Client is responsible for the financial statements being audited and the implicit
and explicit representations and assertions regarding the recognition, measurement, presentation, and disclosure
of information therein. Client is also responsible for compliance with applicable compliance requirements of federal
awards programs and the implicit and explicit representations and assertions regarding compliance. During the
course of the audit, PM will request information and explanations from Client officers, management, and other
personnel regarding accounting, financial, and compliance matters, including information regarding internal
controls, operations, future plans, and the nature and purpose of specific transactions. PM will also require that
management make certain representations to PM in writing as a precondition to issuance of PM’s report.
PM’s audit procedures will be significantly affected by the representations and assertions PM receives from
management and, accordingly, false representations could cause material error, fraud, or noncompliance to go
undetected by PM’s procedures. Accordingly, Client acknowledges and agrees that it will instruct each person
providing information, explanations, or representations to an auditor to provide true and complete information, to
the best of his or her knowledge and belief. It is also agreed that any deliberate misrepresentation by any director,
officer, or member of management, or any other person acting under the direction thereof (“Client Personnel”),
intended to influence, coerce, manipulate, or mislead PM in the conduct of its audit will be considered a material
breach of this Agreement. In addition, as a condition of its audit engagement, Client agrees to indemnify and hold
PM and its partners, affiliates, and employees harmless from any and all claims, including associated attorneys’
fees and costs, based on PM’s failure to detect material misstatements in Client’s financial statements or material
noncompliance resulting in whole or in part from deliberate false or misleading representations, whether oral or
written, made to PM by Client Personnel. This indemnity will be inoperative only if, and to the extent that, a court
having competent jurisdiction has determined that PM failed to conduct its audit in accordance with generally
accepted auditing standards and such failure resulted in PM not determining such misrepresentation by Client
Personnel was false.
12. Use of Report – PM’s report on the financial statements must be associated only with the financial statements
that were the subject of PM’s audit engagement. Client may make copies of the audit report, but only if the entire
financial statements (including related footnotes and supplemental information, as appropriate) are reproduced
and distributed with that report. Client agrees not to reproduce or associate PM’s audit report with any other
financial statements, or portions thereof, that are not the subject of this engagement.
If PM’s report on the financial statements being audited is to be published in any manner or if Client intends to
make reference to PM in a publication of any type, Client agrees to submit proofs of the publication to PM for
review prior to such publication and cooperate with PM in PM’s performance of any additional audit procedures
PM deems necessary in the circumstances, the nature and extent of which will be at PM’s sole discretion. Client
acknowledges and agrees that additional fees for such work will be determined in accordance with the Fee
Adjustments provision of this Agreement. With regard to the electronic dissemination of audited financial statements,
including financial statements published electronically on Client’s Internet website, Client understands that electronic
sites are a means to distribute information and, therefore, PM is not required to read the information contained in
these sites or to consider the consistency of other information in the electronic site with the original document.
13. Securities Offerings – PM’s audit does not contemplate, and does not include, any services in connection with
any offering of securities, whether registered or exempt from registration. In the event Client elects to incorporate
or make reference to PM’s report in connection with any offering of debt or equity securities and requests PM’s
consent to such incorporation or reference, Client understands that additional procedures will need to be
performed. In the event PM agrees in writing to perform such additional procedures, the nature and extent of which
will be at PM’s sole discretion, it is agreed and acknowledged that PM’s performance of such additional procedures
will be subject to all of the terms and conditions of this Agreement. Additional fees for such work will be determined
based on the actual time that PM staff expend at current hourly rates, plus all reasonable and necessary travel
and out-of-pocket costs incurred, and that payment for all such additional fees will be made in accordance with the
payment terms provided in this Agreement.
If Client incorporates or makes reference to PM’s report in connection with any offering of debt or equity securities
without obtaining consent from PM as described above, Client agrees to include the following provision in the
offering document:
Plante & Moran, PLLC, our independent auditor, has not performed or been engaged to perform any services
in connection with the offering of securities. Nor has Plante & Moran, PLLC performed or been engaged to
perform any procedures on the financial statements of Client since the date of the Plante & Moran, PLLC
report included herein. Plante & Moran, PLLC also has not performed any procedures relating to this offering
document.
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14. Tax Return Preparation – This engagement does not include preparation of any tax returns or filings. If Client
requires tax services, including tax consulting or preparation of tax returns, those services will be detailed in a
separate engagement letter.
15. Confidentiality, Ownership, and Retention of Workpapers – During the course of this engagement, PM and
PM staff may have access to Client’s confidential, proprietary information, including, but not limited to, information
regarding general ledger balances, financial transactions, trade secrets, business methods, plans, or projects. PM
acknowledges that such information, regardless of its form, is confidential and proprietary to Client. PM will comply
with all applicable ethical standards, laws, and regulations as to the retention, protection, use and distribution of
such confidential client information. Except to the extent set forth herein, PM will not disclose such information to
any third party without the prior written consent of Client.
In the interest of facilitating PM’s services to Client, PM may communicate or exchange data by internet, e-mail,
facsimile transmission, or other electronic methods. While PM will use its best efforts to keep such communications
and transmissions secure in accordance with PM’s obligations under applicable laws and professional standards,
Client recognizes and accepts that PM has no control over the unauthorized interception of these communications
or transmissions once they have been sent, and consents to PM’s use of these electronic devices during this
engagement.
Professional standards require that PM create and retain certain workpapers for engagements of this nature. All
workpapers created in the course of this engagement are and shall remain the property of PM. PM will maintain
the confidentiality of all such workpapers as long as they remain in PM’s possession.
Both Client and PM acknowledge, however, that PM may be required to make its workpapers available to
regulatory authorities or by court order or subpoena in a legal, administrative, arbitration, or similar proceeding in
which PM is not a party. Further, in compliance with Government Auditing Standards and the Uniform Guidance.
PM’s working papers will be made available to federal award program representatives at PM offices during normal
business hours during the audit and for a period of three years after the issuance of the report. Disclosure of
confidential information in accordance with requirements of regulatory authorities or pursuant to court order or
subpoena shall not constitute a breach of the provisions of this Agreement. In the event that a request for any
confidential information or workpapers covered by this Agreement is made by regulatory authorities or pursuant to
a court order or subpoena, PM agrees to inform Client in a timely manner of such request and to cooperate with
Client should Client attempt, at Client’s cost, to limit such access. This provision will survive the termination of this
Agreement. PM’s efforts in complying with such requests will be deemed billable to Client as a separate engagement.
PM shall be entitled to compensation for its time and reasonable reimbursement of its expenses (including legal fees)
in complying with the request.
PM reserves the right to destroy, and it is understood that PM will destroy, workpapers created in the course of
this engagement in accordance with PM’s record retention and destruction policies, which are designed to meet
all relevant regulatory requirements for retention of workpapers. PM has no obligation to maintain workpapers
other than for its own purposes or to meet those regulatory requirements.
Upon Client’s written request, PM may, at its sole discretion, allow others to view any workpapers remaining in its
possession if there is a specific business purpose for such a review. PM will evaluate each written request
independently. Client acknowledges and agrees that PM will have no obligation to provide such access or to
provide copies of PM’s workpapers, without regard to whether access had been granted with respect to any prior
requests.
16. Data Access Management and Consent – PM has operations both in and outside the United States and may,
from time to time and at its reasonable discretion, use third-party service providers both in and outside the United
States in support of its operations and the services for Client (individually and collectively “Third-Party Provider(s)”).
Third-Party Providers may include, for example and without limitation, PM’s international affiliates that support
PM’s domestic operations, cloud service providers that support PM’s infrastructure in general, or independent
contractors that serve to supplement a particular engagement team’s services for specific engagements. In such
circumstances, PM will be solely responsible for the provision of any services by such Third-Party Providers and,
where such Third-Party Providers’ services involve the accessing or processing of Client data, PM will require
Third-Party Providers to maintain the confidentiality of any such data and not use such data for any purpose
unrelated to assisting with PM’s services for Client. In turn, Client, by its duly authorized signature on the
accompanying engagement letter, consents to PM disclosing or otherwise allowing access to Client’s data to such
Third-Party Providers for such purposes. Client further acknowledges that, from time to time, PM representatives
may have occasion to access Client data from outside the United States, for example and without limitation, when
such PM representative(s) reside in or travel to another country. In such instances, PM agrees to use data access
and storage protocols designed to reasonably safeguard data and Client consents to PM accessing Client data
from outside of the United States under such circumstances.
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17. Fee Quotes – In any circumstance where PM has provided estimated fees, fixed fees, or not-to-exceed fees (“Fee
Quotes”), these Fee Quotes are based on information provided by Client regarding the nature and condition of its
accounting, financial, and tax records; the nature and character of transactions reflected in those records; and the
design and operating effectiveness of its internal controls. Client acknowledges that the following circumstances
may result in an increase in fees:
• Client’s failure to prepare for the audit as evidenced by accounts and records that have not been subject to
normal year-end closing and reconciliation procedures;
• Client’s failure to complete the audit preparation work by the applicable due dates;
• Significant unanticipated or undisclosed transactions, audit issues, or other such unforeseeable
circumstances;
• Delays by Client causing scheduling changes or disruption of fieldwork;
• After audit or post fieldwork circumstances requiring revisions to work previously completed or delays in
resolution of issues that extend the period of time necessary to complete the audit;
• Issues with the prior audit firm, prior year account balances, or report disclosures that impact the current
year engagement;
• An excessive number of audit adjustments.
PM will use best efforts to advise Client in the event these circumstances occur; however, it is acknowledged that
the exact impact on the Fee Quotes may not be determinable until the conclusion of the engagement. Such fee
adjustments will be determined in accordance with the Fee Adjustments provision of this Agreement.
18. Payment Terms – PM’s invoices for professional services are due upon receipt unless otherwise specified in the
engagement letter. In the event any of PM’s invoices are not paid in accordance with the terms of this Agreement,
PM may elect, at PM’s sole discretion, to suspend work until PM receives payment in full for all amounts due or
terminate this engagement. In the event that work is suspended, for nonpayment or other reasons, and
subsequently resumed, PM offers no guarantee, express or implied, that PM will be able to meet any previously
established deadlines related to the completion of PM’s services or issuance of PM’s report upon resumption of
PM’s work, whether imposed by agreement or by law. Client agrees that in the event PM stops work or terminates
this Agreement as a result of Client’s failure to pay fees on a timely basis for services rendered by PM as provided
in this Agreement, or if PM terminates this Agreement for any other reason, PM shall not be liable for any damages
that occur as a result of PM ceasing to render services.
19. Fee Adjustments – Any fee adjustments for reasons described in this Agreement will be determined based on
the actual time expended by PM staff at PM’s current hourly rates, plus all reasonable and necessary travel and
out-of-pocket costs incurred, and included as an adjustment to PM’s invoices related to this engagement. Client
acknowledges and agrees that payment for all such fee adjustments will be made in accordance with the payment
terms provided in this Agreement.
20. Conditions of PM Visit to Client Facilities – Client agrees that some or all of PM’s services may be provided
remotely. In order to facilitate the provision of services remotely, Client agrees to provide documentation and other
information reasonably required by PM for PM’s performance of the engaged services electronically to the extent
possible throughout the course of the engagement. In the event in-person visits to Client’s facility(ies) are
requested by Client or otherwise determined by PM to be necessary for the performance of the engaged services,
Client agrees, upon PM’s request, to provide to PM Client’s policies and procedures that Client has implemented
relating to workplace safety and the prevention of the transmission of disease at its facility(ies). In addition, Client
affirms that it is in compliance with applicable Centers for Disease Control and Prevention and OSHA guidance
pertaining to the prevention of the transmission of disease (collectively, “Applicable Preventative Guidance”) and
agrees that it shall continue to comply with Applicable Preventative Guidance throughout any in-person visits by
PM to Client’s facility(ies). Notwithstanding the foregoing, PM reserves the right to suspend or refrain from any in-
person visit by PM to Client’s facility(ies) or impose further conditions on any such in-person visit if and as PM
deems necessary. Client agrees and acknowledges that any determination by PM to visit Client’s facility(ies) is not
and shall not be construed to be or relied on by Client as a determination by PM of Client’s compliance with
Applicable Preventative Guidance.
21. Release for Biological Agent Liability – Client acknowledges that there is an inherent risk of exposure to
infectious diseases associated with any in-person interaction or in-person visit to property. Accordingly, Client, for
itself and its successors and assigns, hereby releases PM and each of PM’s officers, directors, partners, members,
managers, employees, affiliated, parent or subsidiary entities, and approved third-party service providers
(collectively, “PM Persons”) from any and all claims or causes of action that the Client has, or hereafter may or
shall have, against any of them in connection with, related to, or arising out of infectious diseases or the
Docusign Envelope ID: 67BF7E3B-E827-4E57-A53A-E31FD348F80D
Professional Services Agreement – Audit Services
Page 7 of 7
transmission thereof associated with a visit by one or more of the PM Persons to any Client facility(ies) or other in-
person interaction with Client personnel.
22. Exclusion of Certain Damages – In no event shall either party be liable to the other, whether a claim be in tort,
contract, or otherwise, for any indirect, consequential, punitive, exemplary, lost profits, or similar damages in claims
relating to PM’s services provided under this engagement.
23. Receipt of Legal Process – In the event PM is required to respond to a subpoena, court order, or other legal
process (in a matter involving Client but not PM) for the production of documents and/or testimony relative to
information PM obtained and/or prepared during the course of this engagement, Client agrees to compensate PM
for the affected PM staff’s time at such staff’s current hourly rates, and to reimburse PM for all of PM’s out-of-
pocket costs incurred associated with PM’s response unless otherwise reimbursed by a third party.
24. Subsequent Discovery of Facts – After the date of PM’s report on the financial statements, PM has no obligation
to make any further or continuing inquiry or perform any other auditing procedures with respect to the audited
financial statements or major programs covered by PM’s report, unless new information that may affect the report
comes to PM’s attention. If PM becomes aware of information that relates to these financial statements or major
programs but was not known to PM at the date of its report, and that is of such a nature and from such a source
that PM would have investigated it had it come to PM’s attention during the course of the audit, PM will, as soon
as practicable, undertake to determine whether the information is reliable and whether the facts existed at the date
of PM’s report. In this connection, PM will discuss the matter with Client and request cooperation in whatever
investigation and modification of the financial statements or schedules that may be necessary. Additional fees for
such work will be determined based on the actual time that PM staff expend at PM’s current hourly rates, plus all
reasonable and necessary travel and out-of-pocket costs incurred, and Client acknowledges and agrees that
payment for all such additional fees will be made in accordance with the payment terms provided in this Agreement.
25. Termination of Engagement – This engagement may be terminated by either party upon written notice. Upon
notification of termination of this engagement, PM will cease providing services under the engagement. Client shall
compensate PM for all time expended and reimburse PM for all out-of-pocket expenditures incurred by PM through
the date of termination of this engagement.
26. Entire Agreement – This Agreement is contractual in nature and includes all of the relevant terms that will govern
the engagement for which it has been prepared. The terms of this Agreement supersede any prior oral or written
representations or commitments by or between the parties regarding the subject matter hereof. Any material
changes or additions to the terms set forth in this Agreement will only become effective if evidenced by a written
amendment to this Agreement, signed by all of the parties.
27. Severability – If any provision of this Agreement (in whole or part) is held to be invalid or otherwise unenforceable,
the other provisions shall remain in full force and effect.
28. Force Majeure – Neither party shall be deemed to be in breach of this Agreement as a result of any delays or
nonperformance directly or indirectly resulting from circumstances or causes beyond its reasonable control,
including, without limitation, fire or other casualty, acts of God, war, other violence, epidemic, pandemic or other
public health emergency or government mandated shut down (each individually a “Force Majeure Event”). A Force
Majeure Event shall not excuse any payment obligation relating to fees or costs incurred prior to any such Force
Majeure Event.
29. Electronic Signatures – The parties intend that any electronic signature shall be given full legal effect as if it were
a handwritten signature.
30. Governing Law – This Agreement shall be governed by and construed in accordance with the laws of the State
of Colorado, and jurisdiction over any action to enforce this Agreement, or any dispute arising from or relating to
this Agreement shall reside exclusively within the State of Colorado.
End of Professional Services Agreement – Audit Services
Docusign Envelope ID: 67BF7E3B-E827-4E57-A53A-E31FD348F80D
Docusign Envelope ID: 67BF7E3B-E827-4E57-A53A-E31FD348F80D