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HomeMy WebLinkAboutBID - 7072 AUDIT SERVICES MPONORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL (also referred to as North Front Range Metropolitan Planning Organization or MPO) REQUEST FOR PROPOSALS FOR AUDIT SERVICES 7072 Proposal Date: 3:00 p.m. (our clock) [October 1, 20091 C. Computer Systems — Hardware & Software Applications Dell Desktop PC's Applications: 2006 QuickBooks Premier; Microsoft Excel; PayChoice Payroll Service Operating System: Microsoft Windows XP D. Internal Audit Function The MPO does not maintain a formal internal audit function. E. Availability of Prior Audit Working Papers The MPO's 2004 - 2008 audits were performed by Anderson & Whitney, P.C. Audit firms submitting proposals will not be permitted to review prior auditors' working papers during the RFP process. However, the selected successor auditor will be granted access to prior auditors' working papers after the contract is awarded. IV. TIME REQUIREMENTS A. Proposal Calendar The following is a list of key dates up to and including the date oral interviews are conducted: Request for proposal issued August 31, 2009 Due date for proposals October 1, 2009 Staff ratings completed; short list developed October 8, 2009 Interviews; selection of firm October 20, 2009 starting at 9:00 a.m. B. Notification and Contract Dates Selected firm notified October 28, 2009 Notification Announcement to Council November 5, 2009 Contract date November 9, 2009 C. Date Audit May Commence The MPO will have all records ready for interim audit work and appropriate management personnel available to meet with the firm's personnel in December after contract negotiations are completed. D. Auditor should provide a work plan to be agreed upon by the MPO prior to commencement of fieldwork each year. Note: Final opinions must be dated no later than April 30" each year. The work plan should include: 10 Interim Work 2. Detailed Audit Plan The auditor shall provide MPO by December 31, 2009, both a detailed audit plan and a list of all schedules to be prepared by the MPO. 3. Reports Drafts of the audit opinions and final opinions are to be dated no later than April 30, 2010. Recommendations to management shall be made available for review by management no later than April 10, 2010, with the final Management Report being dated no later than April 30, 2010. Annual Financial Statements The Administration Team shall complete draft financial statements and notes by about March 20, 2010. The auditor shall provide all recommendations, revisions and suggestions for improvement to the Financial Manager by April 10,2010. The Administration Team shall complete all required supplementary information for its annual financial statements on or about April 15. It is anticipated that the final report will be delivered to the MPO's printer on or about May 5th. A signed auditor's opinion will be needed for the report by that date. Single Audit for the North Front Range MPO The Administration Team shall complete preliminary drafts of the Schedule of Expenditures of Federal Awards (EFA) by about March 20, 2010. The final Schedule of EFA will be completed by April 15, 2010. It is anticipated that the final report will be delivered to the MPO's printer on or about May 5th. All applicable signed opinions will be needed for inclusion into the report by that date. E. Entrance Conferences, Progress Reporting and Exit Conferences (A similar time schedule will be developed for audits of future fiscal years if the MPO exercises its option for additional audits). At a minimum, the following conferences should be held: a. Entrance conference with key Administration Team personnel The purpose of this meeting will be to discuss prior audit issues and the interim work to be performed. This meeting will also be used to establish overall liaison for the audit and to make arrangements for work space and other needs of the auditor. 11 b. Progress conference with key Administration Team personnel The purpose of this meeting will be to summarize the results of the preliminary review and to identify the key internal controls or other matters to be tested. C. Progress conference with Audit Committee, if necessary d. Exit conference with the Audit Committee and key Administration Team personnel, The purpose of this meeting will be to summarize the results of the field work and to review significant findings. V. ASSISTANCE TO BE PROVIDED TO THE AUDITOR AND REPORT PREPARATION A. Administration Team Assistance The Administration Team and responsible management personnel will be available during the audit to assist the firm by providing information, documentation and explanations. The preparation of requested confirmations will be the responsibility of the MPO. B. Electronic Data Processing (EDP) Assistance EDP personnel will be available to assist the auditor in performing the engagement, if necessary. The auditor will be provided computer time and the use of MPO computer hardware and software. C. Work Area, Telephones, Photocopying and FAX Machines The MPO will provide the auditor with reasonable work space, desks and chairs. The auditor will also be provided with access to one telephone line, one data line, photocopying facilities, and FAX machines subject to the following restrictions: Long-distance telephone calls and faxes shall be made at the auditor's expense. D. Statements, Schedules and Working Papers to be Prepared by Administration Team The Administration Team prepares all financial statements, schedules, and other information to be included in the Annual Financial Statements. They also prepare the Schedule of Expenditures of Federal Awards to be included in the Single Audit Report. Financial statements are generated utilizing the MPO's QuickBooks Software and final camera-ready copies are generated through customized PC spreadsheets and word processing programs. E. Administration Team Profile The Administration Team consists of the Finance Director, the Office Coordinator, and the Financial and Administrative Specialist. The Finance Director is a CPA and 12 has been with the MPO for 2 years. The Office Coordinator has 1 year of experience with the MPO. The Financial and Administrative Specialist has been with the MPO less than 1 year. F. Report Preparation Preparation of the Annual Financial Statements, editing and printing shall be the responsibility of the MPO. The auditing firm shall submit its opinions and reports to the MPO for collating into the MPO's documents. VI. PROPOSAL REQUIREMENTS A. General Requirements Inquiries Inquiries concerning the request for proposals and the subject of the request for proposals must be made to: Crystal Hedberg, Finance Director North Front Range Transportation & Air Quality Planning Council 419 Canyon Avenue, Suite 300 Fort Collins, CO 80521 (970) 416-2638 James B. O'Neill II, CPPO, FNIGP Director of Purchasing and Risk Management, City of Fort Collins P.O. Box 580 215 North Mason Street, 2"d Floor Fort Collins, CO 80522 (970) 221-6775 UNLESS OTHERWISE SPECIFIED HEREIN, CONTACT WITH PERSONNEL OF THE NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL OTHER THAN THE ABOVE REGARDING THIS REQUEST FOR PROPOSALS MAY BE GROUNDS FOR ELIMINATION FROM THE SELECTION PROCESS. 2. Submission of Proposals The following material is required to be received by October 1, 2009, for a proposing firm to be considered: Six copies of a Technical Proposal to include the following: Title Page Title page showing the request for proposals subject; the firm's name; the name, address and telephone number of the contact person; and the date of the proposal. 13 Table of Contents iii. Transmittal Letter A signed letter of transmittal briefly stating the audit firm's understanding of the work to be done, the commitment to perform the work within the time period, a statement why the firm believes itself to be best qualified to perform the engagement and a statement that the proposal is a firm and irrevocable offer for a five year period beginning with the 2009 fiscal year audit and ending with the 2013 fiscal year audit. iv. Technical Proposal The technical proposal should follow the order set forth in Section VI B, items 2-8 of this request for proposals. V. Dollar Cost Bid The dollar cost bid should follow the order set forth in Section VI C, items 1-4 of this request for proposals. b. Audit firms submitting proposals should send or deliver the completed proposal to the following address: North Front Range MPO c/o James B. O'Neill ll, CPPO, FNIGP Director of Purchasing & Risk Management City of Fort Collins P.O. Box 580 215 North Mason Street, 2nd Floor Fort Collins, CO 80522 B. Technical Proposal General Requirements The purpose of the Technical Proposal is to demonstrate the qualifications, competence and capacity of the firms seeking to undertake an independent audit and additional services for the NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL in conformity with the requirements of this request for proposals. As such, the substance of proposals will carry more weight than their form or manner of presentation. The Technical Proposal should demonstrate the qualifications of the firm and of the particular staff to be assigned to this engagement. It should also specify an audit approach that will meet the request for proposals requirements. 14 The Technical Proposal should address all the points outlined in the request for proposals. The Proposal should be prepared simply and economically, providing a straightforward, concise description of the audit firm's capabilities to satisfy the requirements of the request for proposals. While additional data may be presented, the following subjects, items Nos. 2 through 8, must be included. They represent the criteria against which the proposal will be evaluated. 2. Independence The firm should provide an affirmative statement that it is independent of the NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL as defined by generally accepted auditing standards, the U.S. General Accounting Office's Government Auditing Standards. The firm also should provide an affirmative statement that it is independent of all of the component units of the NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL as defined by those same standards, including the North Front Range Mobility Alternatives. The firm should also list and describe the firm's (or proposed subcontractors') professional relationships involving the NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL orany of its boards, commissions, and agencies or component units and agencies, including North Front Range Mobility Alternatives for the past five (5) years, together with a statement explaining why such relationships do not constitute a conflict of interest relative to performing the proposed audit. In addition, the firm shall give the NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL written notice of any professional relationships entered into during the period of the engagement. License to Practice in Colorado An affirmative statement should be included that the firm and all assigned key professional staff are properly licensed to practice in Colorado. 4. Firm Qualifications and Experience The audit firm should state the size of the firm, the size of the firm's governmental audit staff, the location of the office from which the work on this engagement is to be performed and the number and nature of the professional staff to be employed in this engagement on a full-time basis and the number and nature of the staff to be so employed on a part-time basis. If the audit firm is a joint venture or consortium, the qualifications of each firm comprising the joint venture or consortium should be separately identified and the firm that is to serve as the principal auditor should be noted, if applicable. 15 The firm is also required to submit a copy of the report on its most recent external quality control review, with a statement whether that quality control review included a review of specific government engagements. The firm shall also provide information on the results of any federal or state desk reviews or field reviews of its audits during the past three (3) years. In addition, the firm shall provide information on the circumstances and status of any disciplinary action taken or pending against the firm during the past three (3) years with state regulatory bodies or professional organizations. Partner, Supervisory and Staff Qualifications and Experience Identify the principal supervisory and management staff, including engagement partners, managers, other supervisors and specialists, who would be assigned to the engagement. Indicate whether each such person is registered or licensed to practice as a certified public accountant in Colorado. Provide information on the government auditing experience of each person, including information on relevant continuing professional education for the past three (3) years and membership in professional organizations relevant to the performance of this audit. Provide as much information as possible regarding the number, qualifications, experience and training, including relevant continuing professional education, of the specific staff to be assigned to this engagement. Indicate how the quality of staff over the term of the agreement will be assured. Indicate how all levels of staff keep "current" in their knowledge of governmental accounting, auditing, and financial reporting as well as federal and state laws and regulations which may have a financial impact on the MPO. Engagement partners, managers, other supervisory staff and specialists may be changed if those personnel leave the firm, are promoted or are assigned to another office. These personnel may also be changed for other reasons with the express prior written permission of the MPO. However, in either case, the MPO retains the right to approve or reject replacements. Consultants and firm specialists mentioned in response to this request for proposal can only be changed with the express prior written permission of the MPO, which retains the right to approve or reject replacements. Other audit personnel may be changed at the discretion of the proposer provided that replacements have substantially the same or better qualifications or experience. Similar Engagements With Other Government Entities For the firm's office that will be assigned responsibility for the audit, list the most significant engagements (maximum - 5) performed in the last five years that are similar to the engagement described in this request for proposals. 16 These engagements should be ranked on the basis of total staff hours. Indicate the scope of work, date, engagement partner(s), total hours, and the name and telephone number of the principal client contact. Indicate whether or not a single audit was involved. A description of other governmental engagements performed by the local office in the past five years may be included as a supplementary schedule in the proposal. 7. Specific Audit Approach The proposal should set forth a work plan, including an explanation of the audit methodology to be followed, to perform the services required in Section II of this request for proposal. Audit firms submitting proposals will be required to provide the following information on their audit approach: a. How you envision understanding and auditing various major segments of the MPO's accounting system including, but not limited to cash, investments, receivables, fixed assets, long-term debt, payroll, revenues, and expenditures. b. Level of staff and number of hours to be assigned to each proposed segment of the engagement. C. Sample size and the extent to which statistical sampling is to be used in the engagement. d. Extent of use of EDP software by the firm in the engagement. e. Type and extent of analytical procedures to be used in the engagement. f. Approach to be taken to gain and document an understanding of the MPO internal control structure g. Approach to be taken in determining laws and regulations that will be subject to audit test work h. Approach to be taken in drawing audit samples for purposes of tests of compliance 8. Identification of Anticipated Potential Audit Problems The proposal should identify and describe any anticipated potential audit problems, the firm's approach to resolving these problems and any special assistance that will be requested from the MPO. 17 C. Dollar Cost Bid Total All -Inclusive Maximum Price The dollar cost bid should contain all pricing information relative to performing the audit engagement as described in this request for proposal. The total all-inclusive maximum price to be bid is to contain all direct and indirect costs including all out-of-pocket expenses. The NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL will not be responsible for expenses incurred in preparing and submitting the technical proposal or the dollar cost bid. Such costs should not be included in the proposal. The first page of the dollar cost bid should include the following information: a. Name of Firm b. Certification that the person signing the proposal is entitled to represent the firm, empowered to submit the bid, and authorized to sign a contract with the NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL. A Total All -Inclusive Maximum Price for the 2009 audit engagement. 2. Rates by Partner, Specialist, Supervisory and staff level times hours anticipated for each. The second page of the dollar cost bid should include a schedule of professional fees and expenses, presented in the format provided in the attachment (Appendix A), that supports the total all-inclusive maximum price of performing the 2009 audit. The cost of additional services described in Appendix F of this request for proposal should be the third page of the dollar cost bid utilizing the format provided in the attachment (Appendix B). Rates for Other Professional Services If it should become necessary for the NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL to request the auditor to render any other services not specified or requested in this RFP then such other work shall be performed only if set forth in an addendum to the contract between the NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL and the firm. Any such additional work agreed to between the NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL and the firm shall be performed at the rates set forth in the schedule of fees and expenses included in the dollar cost bid indicated using the format in Appendix C. This should be the fourth page of the dollar cost bid. 18 4. Manner of Payment Progress payments will be made on the basis of hours of work completed during the course of the engagement and out-of-pocket expenses incurred in accordance with the firm's dollar cost bid proposal. Interim billing shall cover a period of not less than a calendar month. Ten percent (10%) will be withheld from each billing pending delivery of the firm's final reports. VII. EVALUATION PROCEDURES Firms will be evaluated using the criteria enumerated below. These criteria will be the basis for review of the written proposals as well as the oral interviews. The rating scale shall be from 1 to 5 for each criterion, with 1 being a poor rating, 3 being an average rating, and 5 being an outstanding rating. Each criterion also has a weighting factor as disclosed below. A. Review of Proposals A Staff Committee will use the point formula during the review process to score proposals. Each member of the Staff Committee will first score each proposal by each of the criteria described in Section B below. B. Evaluation Criteria Proposals are evaluated using three sets of criteria. Firms meeting the mandatory criteria (section 1 below) will have their proposals evaluated and scored for both technical qualifications (section 2) and price. The following represent the principal selection criteria which are considered during the evaluation process. Mandatory Elements a. The audit firm is independent and licensed to practice in Colorado. b. The firm has no conflict of interest with regard to any other work performed by the firm for the North Front Range Transportation & Air Quality Planning Council. C. The firm adheres to the instructions in the request for proposal on preparing and submitting the proposal. d. The firm submits a copy of its last external quality control review report and the firm has a record of quality audit work. 2. Technical Quality a. Firm capability --weighting factor = 3.0 The firm's past experience and performance on comparable government or MPO engagements. 19 NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL REQUEST FOR PROPOSALS 7072 Audit Services - MPO TABLE OF CONTENTS INTRODUCTION A. General Information B. Term of Engagement C. Subcontracting NATURE OF SERVICES REQUIRED A. General B. Scope of Work to be Performed C. Auditing Standards to be Followed D. Reports to be Issued E. Special Considerations F. Working Paper Retention and Access to Working Papers III. DESCRIPTION OF THE MPO A. Contact Person B. Background Information C. Computer Systems D. Internal Audit Function E. Availability of Prior Audit Working Papers IV. TIME REQUIREMENTS A. Proposal Calendar B. Notification and Contract Dates C. Date Audit May Commence D. Schedule for the 2004 Fiscal Year Audit 1. Interim Work 2. Detail Audit Plan 3. Reports and Due Dates E. Entrance Conferences, Progress Reporting and Exit Conferences V. ASSISTANCE TO BE PROVIDED TO THE AUDITOR AND REPORT PREPARATION A. Administration Team Assistance B. Electronic Data Processing (EDP) Assistance C. Work Area, Telephone, Photocopying & FAX Machines D. Statements, Schedules, and Working Papers to be Prepared by the Administration Team E. Profile of Administration Team F. Report Preparation 2 ii. The firm's experience in performing Single Audit engagements. iii. The firm's experience and performance in providing timely and relevant management comments and advice to governing boards and staff of similar governmental entities. b. Assigned personnel --weighting factor = 2.0 i. The quality of the firm's professional personnel to be assigned to the engagement and the quality of the firm's management support personnel to be available for technical consultation. C. Scope of Proposal --weighting factor = 2.0 i. Adequacy of proposed staffing plan for various segments of the engagement. ii. Adequacy of sampling techniques. iii. Adequacy of analytical procedures. iv. Understanding of the objectives of the audit, including supplemental work to be completed. d. Availability --weighting factor = 1.0 i. Adequacy of proposed timing of completing all steps involved in the engagement. ii. Availability of the firm's staff to consult with the MPO on finance -related matters. e. Motivation --weighting factor = 1.0 i. Interest in completing the work in an effective, efficient, and timely manner. 3. Price and work hours --weighting factor = 2.0 C. Firms to be Interviewed After proposals are evaluated, the Staff Committee will develop a list of three firms to be interviewed based on the total point evaluation. D. Background Check A detailed background check will be made of all firms to be interviewed. This will include contact with the Colorado Society of CPAs, Colorado State Board of 20 Accountancy, and references listed in the proposal. In addition, the firm may be contacted regarding other matters of significance noted in the proposal. The results of the background check are utilized by the Audit Selection Committee in ranking the firms during the oral presentation process. E. Oral Presentations During the evaluation process, oral presentations are made. Such presentations will provide firms with an opportunity to answer any questions the Audit Selection Committee may have on a firm's proposal. During the interviews, the Audit Selection Committee will assign points to the various technical and cost criteria described above. Please note: Firms selected for interviews should clear their calendars for interviews beginning at 9:00 a.m., October 20, 2009, to meet with the Audit Selection Committee. Interviewed firms should be prepared to bring key staff at all levels to the interview. F. Final Selection Rankings will be done by the Audit Selection Committee during the oral presentations and the firm with the top score will be selected. Following notification of the firm selected, it is expected a contract will be executed between both parties by November 9, 2009. G. 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 the NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL and the firm selected. The NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL reserves the right without prejudice to reject any or all proposals. 21 APPENDICES A. Format for Schedule of Professional Fees and Expenses to Support the Total All - Inclusive Maximum Price B. Format for Schedule of Professional Fees and Expenses for Additional Services Described in Appendix F C. Format for Schedule of Professional Fees and Expenses for Additional Services Not Specified in Appendix F D. Prior Year's Audit Fees E. Scope of Services F. Additional Services G. Services Agreement 22 APPENDIX A Page 1 SCHEDULE OF PROFESSIONAL FEES AND EXPENSES FOR THE AUDITS OF THE 2009 NORTH FRONT RANGE MPO FINANCIAL STATEMENTS AND RELATED 2009 SINGLE AUDITS Standard Quoted Hourly Hourly Hours Rates Rates Total Partners Managers Supervisory staff Staff Other (specify): Subtotal Out-of-pocket expenses: Meals and lodging Transportation Other (specify): Total all-inclusive maximum price for 2009 audit APPENDIX B Page 1 SCHEDULE OF PROFESSIONAL FEES AND EXPENSES FOR ADDITIONAL SERVICES (SERVICES ARE DESCRIBED IN RFP APPENDIX F) Nature of Service To Be Provided 2009 Audits of North Front Range MPO* 2010 Audits of North Front Range MPO* 2011 Audits of North Front Range MPO* 2012 Audits of North Front Range MPO* 2013 Audits of North Front Range MPO* * Including Single Audits for the North Front Range MPO. Maximum All -Inclusive Total Price Appendix C Page 1 SCHEDULE OF PROFESSIONAL FEES AND EXPENSES FOR ADDITIONAL SERVICES NOT SPECIFIED IN APPENDIX F: Standard Quoted Hourly Hourly Rates Rates Partners Managers Supervisory Staff Staff Other (specify): Out-of-pocket expenses: Meals and lodging (amount per person per day) Transportation (cents -per -mile) Other (specify): This schedule should reflect the hourly rates for any additional work outside the scope of this RFP if the MPO requests it. 1 Appendix D Page 1 PRIOR YEARS' AUDIT FEES Fees paid for the performance of the past five year's audits are as follows: 2004 audit $5,600 2005 audit $5,800 2006 audit $7,204 2007 audit $8,000 2008 audit $8,200 Included in the scope of these audits were the audits of the financial statements and the MPO's Single Audit. Appendix E Page 1 SCOPE OF SERVICES In connection with, and as part of, the audit engagement, the MPO has determined specific inquiries, procedures, and reports to be completed by the auditor which extend beyond those required in a financial audit. Such procedures will be performed as a part of each audit engagement and appropriate reports (management letters) submitted to the North Front Range MPO containing such information as is necessary to inform the MPO Council about these matters. 1. Provide hourly rate schedule to be used for these services. 2. Provide a briefing on new statutes or regulations which may have a significant financial impact on the MPO. 3. Provide highlights of areas in which the MPO is managing its financial affairs well. Indicate notable accomplishments such as the fact that there have been no audit adjustments made. 4. Provide highlights of areas in which the MPO could improve its financial management. a. If there are areas of concern which management is already addressing, say so. b. Point out inefficiencies noted. C. Point out problems; recommend solutions. d. Provide a synopsis of the three most important financial matters which the MPO needs to address in the coming year. Provide a briefing on the potential impact of new or proposed GASB pronouncements on the MPO's operations and financial statements. Also point out new auditing standards which may affect the MPO. 6. Update the progress of previous management letters to the Audit Committee and/or Council. 7. In a separate letter, indicate reportable conditions and material instances of noncompliance required by generally accepted auditing standards. Appendix F Page 1 ADDITIONAL SERVICES As stated in Section I B of the RFP, the MPO intends that the term of its engagement with the selected firm will be five years, subject to an annual review and recommendation of the Audit Committee. Firms should include in their proposal an all-inclusive maximum price for the audit of each of the subsequent four years using the form provided in Appendix B. Appendix G Page 1 SERVICES AGREEMENT Attached is a copy of the MPO's standard Services Agreement. The firm selected in this RFP process should expect to sign a similar agreement, modified for the particulars of the audit and this RFP in order to complete the auditor selection process. 1 VI. PROPOSAL REQUIREMENTS A. General Requirements 1. Inquiries 2. Submission of Proposals B. Technical Proposal 1. General Requirements 2. Independence 3. License to Practice in Colorado 4. Firm Qualifications and Experience 5. Partner, Supervisory and Staff Qualifications and Experience 6. Similar Engagements with Other Entities 7. Specific Audit Approach 8. Identification of Anticipated Potential Audit Problems C. Dollar Cost Bid 1. Total All -Inclusive Maximum Price 2. Rates by Partner, Specialist, Supervisory and Staff Level Times Hours Anticipated for Each 3. Rates for Other Professional Services 4. Manner of Payment VII. EVALUATION PROCEDURES A. Review of Proposals B. Evaluation Criteria 1. Mandatory Elements 2. Technical Quality 3. Price and Work Hours C. Firms to be Interviewed D. Background Check E. Oral Presentations F. Final Selection G. Right to Reject Proposals PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL, COLORADO, a body politic and corporate, hereinafter referred to as the "MPO" and , [insert either a corporation, a partnership or an individual, doing business as 1, hereinafter referred to as "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of ( ) page[s], and incorporated herein by this reference. 2. The Work Schedule. [Optional] The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule attached hereto as Exhibit "6", consisting of ( ) page[s], and incorporated herein by this reference. 3. Contract Period. This Agreement shall commence , and shall continue in full force and effect until , unless sooner terminated as herein provided. In addition, atthe option of the MPO, the Agreement may be extended for additional one year periods not to exceed (_) additional one year periods. Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. 4. Early Termination by MPO. Notwithstanding the time periods contained herein, the MPO may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days priorto the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: 2 Professional: MPO: With Copy to: North Front Range MPO City of Ft. Collins - Purchasing Attn: Crystal Hedberg Attn: James O'Neill 419 Canyon Ave, Suite 300 PO Box 580 Fort Collins, CO 80521 Fort Collins, CO 80522 In the event of any such early termination by the MPO, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 5. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the MPO, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the MPO; and for the MPO's costs and reasonable attorneys fees, arising directly or indirectly out of the Professional's performance of any of the services furnished under this Agreement. The Professional shall maintain commercial general liability insurance in the amount of $500,000 combined single limits, and errors and omissions insurance in the amount of 6. Compensation. (Use this paragraph or Option 1 below.] In consideration of the services to be performed pursuant to this Agreement, the MPO agrees to pay Professional a fixed fee in the amount of ($ ) plus reimbursable direct costs. All such fees and costs shall not exceed ($ ). Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's MPO-verified progress in completing the services to be performed pursuant hereto and upon the MPO's approval of the Professional's actual reimbursable expenses. Final payment shall be made following acceptance of the work by the MPO. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the MPO. 3 6. Compensation. [Option 1 ] Inconsideration of the services to be performed pursuant to this Agreement, the MPO agrees to pay Professional on a time and reimbursable direct cost basis according to the following schedule: Hourly billing rates: Reimbursable direct costs: with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed ($ ). Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs are permissible. The amounts of all such partial payments shall be based upon the Professional's MPO-verified progress in completing the services to be performed pursuant hereto and upon the MPO's approval of the Professional's reimbursable direct costs. Final payment shall be made following acceptance of the work by the MPO. Upon final payment, all designs, plans, reports, specifications, drawings and other services rendered by the Professional shall become the sole property of the MPO. 7. MPO Representative. The MPO will designate, prior to commencement of work, its project 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 the MPO Representative. 8. Project Drawings. [Optional] Upon conclusion of the project and before final payment, the Professional shall provide the MPO with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival quality, prepared on stable mylar base material using a non -fading process to prove for long storage and high quality reproduction. 9. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the MPO Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the MPO, suspend the processing of any partial payment request. 0 10. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the North Front Range Transportation & Air Quality Planning Council. The MPO shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 11. Personal Services. It is understood that the MPO enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the MPO. 12. Acceptance Not Waiver. The MPO's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. The MPO's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the MPO under this Agreement. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 15. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and 5 assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 16. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: I 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8- 17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. Amendment 54 To the extent that this Agreement may constitute a "sole source government contract' within the meaning of Section 2(14.4) of Article XXVIII of the constitution of the State of Colorado, about which the City makes no representation, Section 15 of said Article XXVIII, which reads as follows, is hereby incorporated into this Agreement and made a part hereof: Section 15. Because of a presumption of impropriety between contributions to any campaign and sole source government contracts, contract holders shall contractually agree, for the duration of the contract and for two years thereafter, to cease making, causing to be made, or inducing by any means, a contribution, directly or indirectly, on behalf of the contract holder or on behalf of his or 7 her immediate family member and for the benefit of any political party or for the benefit of any candidate for any elected office of the state (of Colorado) or any of its political subdivisions. 19. Special Provisions. [Optional] Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit " ", consisting of ( ) pages, attached hereto and incorporated herein by this reference. 20. Special Provisions. [Optional] Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "_", consisting of ( ) page[s], attached hereto and incorporated herein by this reference. THE NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL, COLORADO By: Cliff Davidson Executive Director DATE: ATTEST: North Front Range MPO Office Manager [Insert Professional's name] or [Insert Partnership Name] or [Insert individual's name] Doing business as [insert name of business] By: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: ATTEST: Corporate Secretary [? (Corporate Seal) APPENDICES A. Format for Schedule of Professional Fees and Expenses to Support the Total All - Inclusive Maximum Price B. Format for Schedule of Professional Fees and Expenses for Additional Services Described in Appendix F C. Format for Schedule of Professional Fees and Expenses for Additional Services Not Specified in Appendix F D. Prior Year's Audit Fees E. Scope of Services F. Additional Services G. Services Agreement 4 NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL REQUEST FOR PROPOSALS 7072 Audit Services - MPO INTRODUCTION A. General Information The NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL (also known as the North Front Range Metropolitan Planning Organization or "MPO" is requesting proposals from qualified firms of certified public accountants to audit its financial statements for the fiscal year ending December 31, 2009, with a renewal option, at the MPO's discretion, for each of the four subsequent fiscal years. These audits are to be performed in accordance with generally accepted auditing standards, the standards set forth for financial audits in the General Accounting Office's (GAO) Government Auditing Standards, the provisions of the federal Single Audit Act of 1984 and U.S. Office of Management and Budget (OMB) Circular A-133. Such audits shall also be in accordance with the State of Colorado Local Government Audit Law. The MPO will not reimburse responding firms for any expenses incurred in preparing proposals in response to this request. To be considered, six (6) copies of a proposal must be received by the North Front Range MPO c/o James B. O'Neill II, CPPO, FNIGP at 215 North Mason Street by 3:00 pm on October 1, 2009. The MPO reserves the right to reject any or all proposals submitted. Proprietary information needs to be identified and placed in separate section of your response. Proposals submitted will be evaluated by an Audit Committee appointed by the MPO Council after an initial evaluation by a staff committee. During the evaluation process, the Audit Committee reserves the right, where it may serve the MPO's best interest, to request additional information or clarifications from firms submitting proposals, or to allow corrections of errors or omissions. The MPO reserves the right to retain all proposals submitted and to use any ideas in a proposal regardless of whether that proposal is selected. Submission of a proposal indicates acceptance by the firm of the conditions contained in this request for proposals, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the MPO and the firm selected. Interviews for the top ranked firms will be held the morning of October 20, 2009. It is anticipated that the selection of a firm will be completed by October 28, 2009. Following the notification of the selected firm it is expected that a contract will be executed between both parties by November 10, 2009. B. Term of Engagement A five-year contract is contemplated, subject to the annual review and recommendation of the Audit Committee and the satisfactory negotiation of terms. C. Subcontracting Firms submitting proposals are encouraged to consider subcontracting portions of the engagement to small audit firms or audit firms owned and controlled by socially and economically disadvantaged individuals. If this is to be done, that fact, and the name of the proposed subcontracting firms, must be clearly identified in the proposal. Following the award of the audit contract, no additional subcontracting will be allowed without the express prior written consent of the MPO. NATURE OF SERVICES REQUIRED A. General The MPO is soliciting the services of qualified firms of certified public accountants to audit its financial statements for the fiscal year ending December 31, 2009, with a renewal option, at the MPO's discretion, for each of the four subsequent fiscal years. These audits are to be performed in accordance with the provisions contained in this request for proposals. B. Scope of Work to be Performed The North Front Range MPO is an association of local governments formed to meet local needs and federal transportation and air quality planning requirements in the North Front Range. It is one of five MPO's in the State of Colorado, yet research has found that few MPO's in the nation operate in a similar manner with regard to financial reporting structure. Legal opinions regarding the North Front Range MPO have found that it meets the definition of "local government", and it is therefore subject to Colorado Audit and Budget laws, however since it is not a taxing authority, it is not subject to TABOR. Nearly all of the financial activity of the MPO is made up of four primary contracts of federal funds and applicable local match. There is also a vanpooling program that includes fare program revenues. The contracts are on a cost reimbursement basis. The 2009 budget for the MPO was approximately $5.0 million. The preparation of the MPO's year-end financial statements is the responsibility of its administrative personnel. The MPO desires the auditor to express an opinion on the fair presentation of its basic financial statements with "in -relation -to" coverage on any combining or individual nonmajor fund statements in conformity with generally accepted accounting principles. Such opinion shall be included in the MPO's Annual Financial Statements. Currently, the only fund of the MPO is a General Fund, but in the future there may be some activity reported as a discreet component unit with a 501(c)(3) corporation (North Front Range Mobility Alternatives). The auditor shall be responsible for performing certain limited procedures involving required supplementary information, including Management's Discussion and r-1 Analysis, required by the Governmental Accounting Standards Board as mandated by generally accepted auditing standards. The MPO also issues a report to comply with the requirements of the Single Audit Act of 1984. Included in the Single Audit Report is the MPO's Schedule of Expenditures of Federal Awards. The auditor is not required to audit the Schedule of Expenditures of Federal Awards. However, the auditor is to provide an "in - relation -to" report on that schedule based on the auditing procedures applied during the audit of the financial statements. In connection with, and as part of, the audit engagement, the MPO has determined specific inquiries, procedures, and reports to be completed by the auditor which extend beyond those required in a financial audit. Such procedures shall be performed as a part of each audit engagement and appropriate reports submitted to the MPO containing such information as is necessary to inform the MPO Council and the Audit Committee about these matters. See Appendix E for specific procedures to be followed and reports to be provided. C. Auditing Standards To Be Followed To meet the requirements of this request for proposals, the audit shall be performed in accordance with generally accepting auditing standards as set forth by the American Institute of Certified Public Accountants, the standards for financial audits set forth in the U.S. General Accounting Office's Government Auditing Standards, the provisions of the Single Audit Act of 1984 and the provisions of U.S. Office of Management and Budget (OMB) Circular A-133, Audits of States, Local Governments and Non -Profit Organizations. Such audits shall also be in accordance with the State of Colorado Local Government Audit Law. D. Reports to be Issued Following the completion of the audit of the financial statements, the auditor shall issue the following reports: Report on Basic Financial Statements A report on the fair presentation of the MPO's basic financial statements in conformity with generally accepted accounting principles. This report will be reproduced by the MPO in connection with the issuance of its annual financial statements. Reports Included With Single Audit Reports for the MPO A report on the internal control structure based on the auditors' understanding of the control structure and assessment of control risk. 2. A report on compliance with applicable laws and regulations. 3. An "in -relation -to" report on the Schedule of Expenditures of Federal Awards. 4. A report on the internal control structure used in administering federal financial assistance programs. 5. A report on compliance with specific requirements applicable to each major federal financial assistance program. In the required reports on internal controls, the auditor shall communicate any reportable conditions found during the audit. A reportable condition shall be defined as a significant deficiency in the design or operation of the internal control structure, which could adversely affect the organization's ability to record, process, summarize and report financial data consistent with the assertions of management in the financial statements. Reportable conditions that are also material weaknesses shall be identified as such in the report. Nonreportable conditions discovered by the auditors shall be reported in a separate letter to management, which shall be referred to in the report[s] on internal controls. The reports on compliance shall include all instances of noncompliance. Auditors shall be required to make an immediate, written report of all irregularities and illegal acts or indications of illegal acts of which they become aware to the management officials above the level of involvement as well as the MPO Council. Reporting to the Audit Committee. Auditors shall assure themselves that the MPO Audit Committee is informed of each of the following: The auditor's responsibility under generally accepted auditing standards 2. Significant accounting policies 3. Management judgments and accounting estimates 4. Significant audit adjustments 5. Other information in documents containing audited financial statements E. Special Considerations Please note that the MPO may wish to issue its basic financial statements with accompanying report of independent accountants for various business purposes and the MPO may so do without consent or knowledge of such issuance by the auditor. 2. The MPO has determined that the United States Department of Transportation will function as the cognizant agency in accordance with the provisions of the Single Audit Act of 1984 and U.S. Office of Management and Budget (OMB) CircularA-133, Audits of States, Local Governments and Non -Profit Organizations. F. Working Paper Retention and Access to Working Papers All working papers and reports must be retained, at the auditor's expense, for a minimum of three (3) years, unless the firm is notified in writing by the MPO of the need to extend the retention period. The auditor will be required to make working papers available, upon request, to the parties or their designees listed immediately below. Such requests which are initiated by the MPO will not be used to compromise the integrity of current or future engagements or to obtain audit programs or other trade secrets which are proprietary to the Auditor. U.S. Department of Transportation U.S. General Accounting Office (GAO) Parties designated by the federal or state governments or by the MPO as part of an audit quality review process Auditors of entities of which the MPO is a subrecipient of grant funds In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance. III. DESCRIPTION OF THE MPO A. Contact Person The auditor's principal contact with the MPO will be Crystal Hedberg, Financial Director. B. Background Information The North Front Range MPO is an organization of local governments that is responsible for long range transportation planning in the North Front Range. There are fifteen local government members in the MPO which are Fort Collins, Greeley, Loveland, Timnath, Berthoud, Windsor, Johnstown, Milliken, Evans, Garden City, LaSalle, Eaton, Severance. and Weld and Larimer Counties. The Colorado Department of Transportation (CDOT) and the State Air Quality Control Commission (AQCC) are also members. 2003 was the first year that the MPO operated independently from the City of Fort Collins' financial system, and was thus the first year it had its own independent audit. Background information regarding the MPO and its finances is found in the MPO's 2008 Annual Financial Statements and Single Audit Report. Additional information, including budget information, can be found in the FY09 Unified Planning Work Program (UPWP). Copies of these documents are available for inspection on the North Front Range MPO website: www.nfrmpo.org, or at the MPO office. On the website, open the Resources & Document section. Both documents are listed under the finance section. Please contact James B. O'Neill II, CPPO, FNIGP Director of Purchasing and Risk Management, City of Fort Collins, at (970) 221-6775 to arrange to see these documents at the MPO office.