HomeMy WebLinkAboutANDERSON AND WHITNEY PC - CONTRACT - BID - 7072 AUDIT SERVICES MPOPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of 1VWeMks' ,
2009, by and between THE NORTH FRONT RANGE TRANSPORTATION AND AIR
QUALITY PLANNING COUNCIL (the "MPO") and ANDERSON & WHITNEY, P.C.
("Professional").
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 scope of services to be performed pursuant to this
Agreement shall be performed in accordance with the Work Schedule stated on each
Work Order, a sample of which is attached hereto as Exhibit A and incorporated herein
by this reference.
2. Time. The services to be performed pursuant to this Agreement shall be
initiated as specified on each Work Order. Time is of the essence. Any extensions of
any time limit must be agreed upon in writing by the parties hereto.
3. Term. This Agreement shall commence on December 1, 20Q9, and shall
continue in full force and effect until Mao 31, 2010), unless terminated sooner as herein
provided. In addition, at the option of the MPO, the Agreement may be extended for
additional one year periods not to exceed four (4) additional one year periods with fees
and costs not to exceed those set forth in Exhibit S, incorporated herein by this
reference. Written notice of renewal shall be provided to Professional and mailed no
later than ninety (90) days prior to contract end.
4. 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,
and this Agreement may be terminated.
5. Early Termination by MPO. Notwithstanding the time periods contained
herein, the MPO may terminate this Agreement at any time for the MPO's convenience or
because of the failure of Professional to fulfill the contract obligations. The MPO shall
terminate by providing at least fifteen (15) days prior written notice of termination by
delivering to Professional a notice of termination specifying the nature, extent, and
effective date of the termination. Upon receipt of the notice, Professional shall
immediately discontinue all services affected (unless the notice directs otherwise) and
deliver to the MPO all data, drawings, specifications, reports, estimates, summaries, and
other information and materials accumulated in performing this contract, whether
completed or in process. If the termination is for convenience, the MPO shall make an
equitable adjustment in the contract price but shall allow no anticipated profit on
unperformed services. If the termination is for failure of Professional to fulfill the
contract obligations, the MPO may complete the work and Professional shall be liable for
any additional cost incurred by the MPO. If, after termination for failure to fulfill
contract obligations, it is determined that Professional was not in default, the rights and
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designed to provide reasonable, but not absolute, assurance and because a detailed
examination of all transactions will not be performed, there is an understanding that there
is a risk that material misstatements may exist and not be detected. However, the
Professional will inform the MPO of any material errors and any fraudulent financial
reporting or misappropriation of assets that comes to their attention, unless clearly
inconsequential. Any such matters will be included in the reports required for a single
audit.
As required by OMB Circular A-133, tests of controls will be performed to evaluate the
effectiveness of the design and operation of controls that are considered relevant to
preventing or detecting material noncompliance with compliance requirements applicable
to each major federal award program. However, the 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 the report on internal control issued pursuant to Government Audit
Standards and OMB Circular A-133.
The audit is not designed to provide assurance on internal control or to identify reportable
conditions. However, the Professional will inform the governing body or audit
committee of any matters involving internal control and its operation that are considered
to be reportable conditions under standards established by the American Institute of
Certified Public Accountants. Professional will also inform the MPO of any non -
reportable conditions or other matters involving internal control, if any, as required by
OMB Circular A-133.
The audit will be conducted in accordance with the standard referred to above. As part of
obtaining reasonable assurance about whether the financial statements are free of material
misstatement, the Professional will perform tests of the MPO's compliance with
applicable laws and regulations and the provisions of contracts and agreements, including
grant agreements. flowever, the objective of these procedures will not be to provide an
opinion on overall compliance and no such opinion will be expressed in the report on
compliance.
OMB Circular A-133 requires that the audit be planned and performed to obtain
reasonable assurance about whether the auditee has complied with applicable laws and
regulations and the provisions of contracts and grant agreements applicable to major
programs. The procedures will consist of the applicable procedures described in OMB
Circular A-133 Compliance Supplement for the types of compliance requirements that
could have a direct and material effect on each of the MPO's major program. The
purpose of the procedures will be to express an opinion on the MPO's compliance with
requirements applicable to major programs in the report on compliance issued pursuant to
OMB Circular A-133.
Management Responsibilities: The MPO management will provide the basic information
required for the audit and are responsible for the accuracy and completeness of that
information. The Professional will advise the MPO about appropriate accounting
principles and their application and will assist in the preparation of the MPO's basic
financial statements, including the schedule of expenditures of federal awards, but the
responsibility for the basic financial statements remains with the MPO. This
responsibility includes the establishment and maintenance of adequate records and
effective internal control over financial reporting and compliance, and selection and
application of accounting principles, and the safeguarding of assets. Management is
responsible for adjusting the financial statements to correct material misstatements and
for confirming to the auditor in the management representation letter that the effects of
any uncorrected misstatements aggregated by the auditor during the engagement and
pertain to the latest period presented are immaterial, both individually and in the
aggregate, to the financial statements taken as a whole. Additionally, as required by
OMB Circular A-133, it is management's responsibility to follow up and take corrective
action on reported audit findings and to prepare a summary schedule of prior audit
findings and a corrective action plan.
Management is responsible for establishing and maintaining internal control and for
compliance with the provisions of contract, agreements, and grants. In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related cost of the controls. The objectives of internal control are
to provide management with reasonable, but not absolute, assurance that assets are
safeguarded against loss from unauthorized use or disposition, that transactions are
executed in accordance with management's authorizations and recorded properly to
permit the preparation of financial statements in accordance with generally accepted
accounting principles, and that federal award programs are managed in compliance with
applicable laws and regulations and the provisions of contracts and grant agreements.
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Specific Audit Approach
Following is a proposed work plan, including audit methodology and the various sources
of information needed:
ACTIVITY TIMING
Entrance conference; audit planning December
Interim fieldwork to primarily review and evaluate the internal control
structure, and perform tests of controls with the intent of being able to rely
on those controls.
Mailing of bank account confirmations and revenue confirmations.
January
Final fieldwork to audit each of the fluids of the MPO as well as the
general areas of cash and investments, accounts payable, receivables, and
operations. Information needed will include working trial balances and
budget comparisons for each fund as well as copies of selected account
analyses prepared by the MPOs finance staff. Audit work includes
comparison of activity to prior year as well as tracing large transactions to
supporting documentation. Unusual transactions or activity new to the
MPO will be discussed with management and the contract, agreement,
etc., reviewed for proper accounting. March
Review of Board minutes for indication of grants, Contracts, or agreements
not noted in the audit. Observation of records and inquiry of management
of any commitments, contingencies, and subsequent events. Written
communication with your Attorney for information on litigation, claims,
and unasserted claims, if necessary. March
Review the first draft of the financial statements and footnotes. Conduct
exit conference with audit committee. April
Make final presentation of report and management letter to the MPO
Council. May/June
Following is additional requested information on the details of our audit approach:
a. Our approach to understanding your major segments is to first obtain an understanding
of the accounting system and internal controls. This may include review of MPO
procedures or accounting manuals, interviews with key personnel, and walk-throughs of
key transactions cycles.
Audit test work over cash typically includes confirmation of balances and tests of bank
reconciliations. Receivables are tested through written confirmation as well as review of
subsequent receipts and grant billings. Fixed asset depreciation schedules are reviewed,
and additions tested.
Accounts payable are audited though tests of subsequent disbursements and review of
payroll, payroll tax and accrued vacation accruals. Deferred revenue is considered for any
grant receipts received which has not been earned.
Grant revenue is tested through review of reimbursement requests and written
confirmation. Program revenues are compared to prior periods.
Expenditures are tested through disbursement testing and analytical review.
b. A detailed time budget by staff level and proposed segment is as follows:
Shareholder
Manager
In -Charge
Planning
1
6
4
Client Conferences
3
3
2
Risk Assessment Procedures
--
6
14
Audit test work
1
15
36
Research and Supervision
1
1
--
Work paper Review
2
4
--
Review Financial Statements and MD&A
2
4
4
Management l etter
Total
11
40
60
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c. Audit sampling is anticipated to be used in the audit, particularly in transaction testing
over payroll and purchasing/disbursements. We do not rely on sampling exclusively, as
we consider it important to test large or unusual transactions or balances on a 100% basis,
not a sample basis. Our firm's approach to sampling is usually that of "judgmental"
sampling as opposed to "statistical'' sampling.
One area that absolutely requires additional audit samples is the Single Audit procedures
over federal programs. Adequate samples must be selected in the major program for the
auditor to- report on internal controls and give an opinion on compliance with laws and
regulations. We use sample sizes of 25-30 expenditures per major program, as long as
controls are reasonable and there have not been significant exceptions in previous years.
We would propose to select these transactions systematically from the population of all
expenditures subject to full or partial federal reimbursement. Special care would be taken
to ensure that a wide range of transactions was selected including payroll, benefits,
capital outlay, payments to vendors, and payments to program participants, if any.
d. Our firm has made a commitment to be up-to-date with the use of "paperless" audit
software in the engagements. We facilitate this with notebook computers with several
software applications on -site during the audit. We use these in conjunction with the
client's system to the fullest extent possible to save our time and your time.
For example, some clients prefer to give us account analyses on disk or by e-mail, and we
can efficiently add our audit procedures.
Our overall goal in "paperless" audit software is to work with clients to take advantage of
the technology available from their systems and ours to produce a more efficient process.
e. Analytical procedures are first used in the planning of an engagement whereby
unaudited financial information is reviewed to identify significant changes for further
review. The most extensive analytical procedure planned for the audit is the comparison
of current year account balances to the prior year account balances. Any significant
variation among these factors is reviewed with MPO staff and further evidence is
examined to document the propriety of the change.
The other primary source of analytical procedures involves the VanGo program. The
number of riders and routes is analyzed in comparison to fare revenue. VanGo revenue is
also compared to VanGo expense.
f. The review and testing of internal controls is of added importance in the MPO audit.
Internal control review is also very important because of the MPO's growing activities
and potential growth.
The first consideration is of the MPO's internal control environment. This includes
analysis of such factors as management's philosophy and operating style, organizational
structure, methods of assigning authority, and personnel policies and practices. The
control environment reflects the overall attitude, awareness, and actions of the MPO
Council and management concerning the importance of internal controls.
The second phase of the internal control structure is the accounting system. This includes
analysis of how transactions are initiated, processed and ultimately recorded in the
general ledger. All significant cycles of transactions are reviewed through interviews with
employees, inspection of documents used, and walk-throughs of transactions through the
entire system. The results of this review are documented through checklists, flowcharts,
and narratives.
A final phase of control evaluation is the identification of the policies and procedures
management has established to provide reasonable assurance that financial records are
accurate and assets are safeguarded. The existence and effectiveness of controls is a very
important factor in designing audit tests to uncover material financial misstatements.
g. There are many contracts, laws and regulations for which the MPO's auditor is
responsible for testing compliance with. Most of these are financial in nature. The auditor
does not have detection responsibility for general laws and regulations, such as civil
rights statutes or environmental regulations.
Our approach to this testing is to review the primary contracts, laws, and regulations
applicable to the MPO, and determine which could directly affect the financial statements
if noncompliance occurred. We then test these provisions in proportion to the likelihood
and impact of noncompliance. The major potential source for laws affecting
intergovernmental entities is the Colorado Revised Statutes. Remaining sources of laws
and regulations include the MPOs policies, (e.g. purchasing and investment regulations),
the provisions of federal grants, and others, such as arbitrage and continuing disclosure.
h. This section will discuss the approach to be taken in drawing audit samples for tests of
compliance. Control/compliance tests will he primarily performed in the areas of
purchasing, disbursements and payroll. Purchasing transactions will be selected from the
range of check numbers issued during the year. Those checks selected will be tested in
detail for purchase approval, receipt of goods, approval of invoice, purchasing policies,
and compliance with contracts, if applicable.
Payroll transactions will be selected from the range of payroll checks or direct deposit
advices issued during the year. These will be tested for accuracy, pay rates, contract or
timesheet, approval, payroll deductions, and legal requirements (W-4, 1-9, etc.).
Some types of laws, regulations, and contracts can be tested without selecting additional
audit samples. For example, the purchasing policies of the MPO will be tested in
conjunction with the test of controls over expenditures. Compliance with grants and
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contracts can best be determined in the audit by reviewing these documents to determine
if any provisions would apply to transactions of the period.
Identification of Anticipated Potential Audit Problems
We are not aware of any anticipated audit problems regarding the 2009 audit of the MPO.
Of course, there are always unexpected circumstances, different kinds of transactions,
and changes in accounting standards that come up during the performance of an audit.
Our method of dealing with these factors is to identify them as soon as possible and to
immediately communicate with MPO officials to determine what efforts will be
necessary to work through the situation. Typically, extra efforts are required of both the
audit firm and the MPO staff.
The professional attitude of the MPO staff, as well as our considerable audit experience;
has given us an excellent track record in resolving unanticipated difficulties.
EXHIBIT "B"
SCHEDULE OF PROFESSIONAL FEES AND EXPENSES FOR ADDITIONAI.
SERVICES
Maximum
All -Inclusive
Nature of Service to be Provided
Total Price
2009 Audit of North Front Range MPO
2010 Audit of North Front Range MPO
2011 Audit of North Front Range MPO
2012 Audit of North Front Range MPO
2013 Audit of North Front Range MPO
$10,500
10,900
11,300
11,700
12,100
NORTH FRONT RANGE MPO
SCHEDULE OF PROFESSIONAL FEES AND EXPENSES
FOR THE AUDIT OF THE FINANCIAL STATEMENTS.
Standard Quoted
Hourly Hourly
Hours Rate Rate Total
Shareholder 11
Manager 40
In -Charge Auditor 60
$ 260
140
85
$ 200
105
65
$ 2,200
4,200
3,900
Subtotal
N/A
N/A
$10,300
Out-of-pocket expenses
200
Total all-inclusive maximum price for 2009 audit
$10,500
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SCHEDULE OF PROFESSIONAL FEES AND EXPENSES
FOR ADDITIONAL SERVICES NOT SPECIFIED IN APPENDIX F
Standard
Quoted
Hourly
Hourly
Rates
Rates
Shareholder
$ 260 $ 200
Manager
140 105
Supervisory Staff
85 65
Staff
75 56
Other (specify)
Out of pocket expenses:
Meals and lodging (amount per person per day)
(lunch)
Transportation (cents -per -mile)
Other (specify)
$10
55¢
EXHIBIT C - Federal Patent and Rights in Data
37 C.F.R. Part 401, 49 C.F.R. Parts 18 and 19
The FTA patent clause is substantially similar to the text of 49 C.F.R. Part 19, Appendix
A, § 5, but the rights in data clause reflects FTA objectives. For patent rights, FTA is
governed by Federal law and regulation. For data rights, the text on copyrights is
insufficient to meet FTA's purposes for awarding research grants. This model clause,
with larger rights ,as a standard, is proposed with the understanding that this standard
could be modified to FTA's needs.
CONTRACTS INVOLVING EXPERIMENTAL, DEVELOPMENTAL, OR
RESEARCH WORK.
A. Rights in Data.
(1) The term "subject data" means recorded information, whether or not copyrighted,
that is delivered or specified to be delivered under this Agreement. The term includes
graphic or pictorial delineation in media such as drawings or photographs; text in
specifications or related performance or design -type documents; machine forms such as
punched cards, magnetic tape, or computer memory printouts; and information retained
in computer memory. Examples include, but are not limited to: computer software,
engineering drawings and associated lists, specifications, standards, process sheets,
manuals, technical reports, catalog item identifications, and related information. The
term "subject data" does not include financial reports, cost analyses, and similar
information incidental to contract administration.
(2) The following restrictions apply to all subject data first produced in the
performance of the contract to which this Attachment has been added:
(a) Except for its own internal use, Professional may not publish or reproduce subject
data in whole or in part, or in any manner or form, nor may Professional authorize others
to do so, without the written consent of the Federal Government, until such time as the
Federal Government may have either released or approved the release of such data to the
public; this restriction on publication, however, does not apply to any contract with an
academic institution.
(b) In accordance with 49 C.F.R. 18.34 and 49 C.F.R. 19.36, the Federal Government
reserves a royalty -free, non-exclusive and irrevocable license to reproduce, publish, or
otherwise use, and to authorize others to use, for "Federal Government purposes," any
subject data or copyright described in subsections (2)(b)l and (2)(b)2 below. As used in
the previous sentence, "for Federal Government purposes," means use only for the direct
purposes of the Federal Government. Without the copyright owner's consent, the Federal
Government may not extend its Federal license to any other party.
1. Any subject data developed under this Agreement, whether or not a copyright has
been obtained; and
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obligations of the parties shall be the same as if the termination had been issued for the
convenience of the MPO.
6. Opportunity to Cure. In the case of a breach or default, the MPO may, in
its sole discretion, allow Professional a period of time in which to cure the defect. In
such case, the notice of termination shall state the time period in which cure is permitted
and other appropriate conditions. If Professional fails to remedy to the MPO's
satisfaction the breach or default or any of the terms, covenants, or conditions of this
Agreement within ten (10) days after receipt by Professional of written notice from the
MPO setting forth the nature of said breach or default, the MPO may terminate the
Agreement without any further obligation to Professional and seek damages, may treat
the Agreement as continuing and require specific performance, or may avail itself of any
other remedy at law or equity. If the MPO commences legal or equitable actions against
Professional, Professional shall be liable to the MPO for the MPO's reasonable attorney
fees and costs incurred because of the default. Any such termination for default shall not
in any way operate to preclude the MPO from also pursuing all available remedies
against Professional and its sureties for said breach or default.
7. Waiver of Remedies for any Breach. If the MPO elects to waive its
remedies for any breach by Professional of any covenant, term or condition of this
Agreement, such waiver by the MPO shall not limit the MPO's remedies for any
succeeding breach of that or of any other term, covenant, or condition of this Agreement.
8. Responsibility. 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.
9. Indemnification. Professional shall indemnify, hold harmless and defend
the MPO and its representatives, officers, employees, agents, and contractors from and
against all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims,
demands, or judgments, including, without limitation, reasonable attorney fees, arising
from or in any way connected with injury to or the death of any person or physical
damage to any property resulting from any act, omission, condition, or other matter
related to this Agreement.
10. Insurance. 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 $1,000,000.
11. Compensation. In consideration 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:
2. Any rights of copyright purchased by Professional using Federal assistance in
whole or in part provided by FTA.
(c) When FTA awards Federal assistance for experimental, developmental, or
research work, it is FTA's general intention to increase transportation knowledge
available to the public, rather than to restrict the benefits resulting from the work to
participants in that work. Therefore, unless FTA determines otherwise, Professional
performing experimental, developmental, or research work required by this Agreement
agrees to permit FTA to make available to the public, either FTA's license in the
copyright to any subject data developed in the course of that contract, or a copy of the
subject data first produced under the contract for which a copyright has not been
obtained. If the experimental, developmental, or research work, which is the subject of
the underlying contract, is not completed for any reason whatsoever, all data developed
under that contract shall become subject data as defined in subsection (a) of this clause
and shall be delivered as the Federal Government may direct. This subsection (c),
however, does not apply to adaptations of automatic data processing equipment or
programs for Professional's use whose costs are financed in whole or in part with Federal
assistance provided by FTA for transportation capital projects.
(d) Unless prohibited by state law, upon request by the Federal Government, the
MPO and Professional agree to indemnify, save, and hold harmless the Federal
Government, its officers, agents, and employees acting within the scope of their official
duties against any liability, including costs and expenses, resulting from any willful or
intentional violation by the MPO or Professional of proprietary rights, copyrights, or right
of privacy, arising out of the publication, translation, reproduction, delivery, use, or
disposition of any data furnished under that contract. Neither the MPO nor Professional
shall be required to indemnify the Federal Government for any such liability arising out
of the wrongful act of any employee, official, or agents of the Federal Government.
(e) Nothing contained herein shall imply a license to the Federal Government under
any patent or be construed as affecting the scope of any license or other right otherwise
granted to the Federal Government under any patent.
(f) Data developed by Professional and financed entirely without using Federal
assistance provided by the Federal Government that has been incorporated into work
required by the underlying contract to which this Attachment has been added is exempt
from the requirements of subsections (b), (c), and (d) of this clause, provided that
Professional identifies that data in writing at the time of delivery of the contract work.
(g) Unless FTA determines otherwise, Professional agrees to include these
requirements in each subcontract for experimental, developmental, or research work
financed in whole or in part with Federal assistance provided by FTA.
(3) Unless the Federal Government later makes a contrary determination in writing,
irrespective of Professional's status (i.e., a large business, small business, state
government or state instrumentality, local government, nonprofit organization, institution
of higher education, individual, etc.), the MPO and Professional agree to take the
necessary actions to provide, through FTA, those rights in that invention due the Federal
Government as described in U.S. Department of Commerce regulations, "Rights to
Inventions Made by Nonprofit Organizations and Small Business Firms Under
Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401.
(4) Professional agrees to include these requirements in each subcontract for
experimental, developmental, or research work financed in whole or in part with Federal
assistance provided by FTA.
B. Patent Rights:
(1) If any invention, improvement, or discovery is conceived or first actually
reduced to practice in the course of or under this Agreement, and that invention,
improvement, or discovery is patentable under the laws of the United States of America
or any foreign country, Professional agrees to take actions necessary to provide
immediate notice and a detailed report to the party at a higher tier until FTA is
ultimately notified.
(2) Unless the Federal Government later makes a contrary determination in writing,
irrespective of Professional's status (a large business, small business, state government
or state instrumentality, local government, nonprofit organization, institution of higher
education, individual), Professional agrees to take the necessary actions to provide,
through FTA, those rights in that invention due the Federal Government as described in
U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and
Cooperative Agreements," 37 C.F.R. Part 401.
(3) Professional agrees to include the requirements of this clause in each subcontract
for experimental, developmental, or research work financed in whole or in part with
Federal assistance provided by FTA.
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EXHIBIT D
AFFIDAVIT PURSUANT TO C.R.S. 24-76.5-103
I, Ai.. 14 /-+ ,P"), swear or affirm under penalty of perjury under the laws of the
State of Colorado that (check one):
✓ I am a United States citizen, or
I am a Permanent Resident of the United States, or
I am lawfully present in the United States pursuant to Federal law.
understand that this sworn statement is required by law because I have applied for a
public benefit. I understand that state law requires me to provide proof that I am lawfully
present in the United States prior to receipt of this public benefit. I further acknowledge
that making a false, fictitious, or fraudulent statement or representation in this sworn
affidavit is punishable under the criminal laws of Colorado as perjury in the second
degree under Colorado Revised Statute 18-8-503 and it shall constitute a separate
criminal offense each time a public benefit is fraudulently received.
Signature Date
INTERNAL USE ONLY Valid forms of identification
current Colorado driver's license, minor driver's license, probationary driver's license,
commercial driver's license, restricted driver's license, instruction permit
---current Colorado identification card
q--U.S. military card or dependent identification card
P--U.S. coast guard merchant mariner card
P--Native American tribal document
The following forms of identification may be accepAed through February 28, 2007*
1---original birth certificate from any state of the United States
Y--certificate verifying naturalized status by U.S. with photo and raised seal
p--certificate verifying U.S. citizenship by U.S. government, e.g., U.S. passport
q--order of adoption by a U.S. court with seal of certification
q--valid driver's license from any state of the U.S. or the Dist. of Columbia excluding AK, HI, IL,
MD, MI, NE, NM, NC, OR, TN, TX, UT, VT and WI
7—valid immigration documents demonstrating lawful presence, e.g., current foreign passport with
current 1-551 stamp or visa, current foreign passport with 1-94, 1-94 with asylum status, unexpired
Resident Alien card, Permanent Resident card or Employment Authorization card
i
*A waiver may be available where no identification exists or can be obtained due to a medical
condition, homelessness, or insufficient documentation to receive a Colorado I.D. or driver's
license. Contact your department director.
See fee schedule included in Exhibit B, and incorporated herein by this reference,
With maximum compensation (for both the Professional's time and reimbursable direct
costs) not to exceed Ten Thousand Four Hundred dollars ($IZ0) rot the 2009 audit.
Monthly partial payments based upon the Professional's billings and itemized statements
are permissible. The amount of all such partial payments shall be based upon the
Professional's MPO-verified progress in completing the services to be performed
pursuant to the Scope of Services and upon approval of the Professional' direct
reimbursable expenses. Final payment shall be made following acceptance of the work
by the MPO.
12. Records and Reports. The MPO and Professional shall maintain all books,
records, and other documentation pertaining to the Scope of Services and necessary to
completely substantiate all costs incurred and billed to the MPO during the term of this
Agreement for a period of three (3) years from the date of final payment under the terms
of this Agreement. These records shall be made available for inspection and audit to any
state or federal authority authorized to inspect such records and copies thereof shall be
furnished at the expense of Professional, if so requested.
13. Ownership of Work Product. Upon final payment, all designs, plans,
reports, specifications, drawings, and other services rendered by Professional shall
become the sole property of the MPO, which shall have the royalty -free, nonexclusive
and irrevocable right to reproduce, publish, or otherwise use and authorize others to use
all such materials for authorized government purposes. Other entities that may
reproduce, publish, or otherwise use the designs, plans, reports, specifications, drawings,
and other services rendered by Professional include but are not limited to the Colorado
Department of Transportation ("CDOT"), the Federal Transportation Administration
("FTA"), and the Federal Highway Administration ("FHWA").
14. MPO Representative. The MPO shall 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.
15, Monthly Report. Commencing at the end of the calendar month following
the date of execution of this Agreement and every calendar month end thereafter,
Professional shall provide the MPO with a written report of the status of the work.
Failure to provide any required monthly report may, at the option of the MPO, suspend
the processing of any partial payment request.
16. Independent Contractor. The services to be performed by Professional are
those of an independent contractor and not of an employee of the MPO. 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.
M
17. Personal Services. It is understood that the MPO enters into this
Agreement based on the special abilities of Professional and that this Agreement shall be
considered as an agreement for personal services. Accordingly, Professional shall neither
assign any responsibilities nor delegate any duties, nor create any subcontracts arising
under this Agreement without the prior written consent of the MPO.
18. Conflict of Interests and Prohibited Interests. The MPO and Professional
represent that neither has any interests and shall not acquire any interests, directly or
indirectly, that would conflict in any manner or degree with the performance and services
required to be performed under this Agreement. The MPO and Professional further
represent that no member or delegate to the Congress of the United States shall be
admitted to any share or part of this Agreement or to any benefit arising therefrom. In
addition no employee, officer, or agent of the MPO shall participate in selection or in the
award or administration of this Agreement if a conflict of interest, real or apparent, would
be involved. Such conflict would arise when the employee, officer or agent; any member
of his immediate family; his or her partner; or an organization which employs, or is about
to employ any of the foregoing, has a financial or other interest in the firm selected for
award. The MPO's officers, employees, or agents shall neither solicit nor accept
gratuities, favors or anything of monetary value from contractors, potential contractors, or
parties of subagreements.
20. No 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.
21. No Government Obligation to 'Third Parties. The MPO and Professional
acknowledge and agree that, notwithstanding any concurrence by the federal
government in or approval of the solicitation or award of the underlying contract, absent
the express written consent by the federal government, the federal government is not a
party to this Agreement and shall not be subject to any obligations or liabilities to the
MPO, Professional, or any other party (whether or not a party to this Agreement)
pertaining to any matter resulting from this Agreement.
22. Notices. All notices provided under this Agreement shall be effective
when mailed, postage prepaid and sent to the following addresses:
Professional:
MPO:
With Copy to:
Anderson & Whitney, P.C.
THE NFRT & AQPC
City of Fort Collins
Attn: Alan Holmberg, CPA
Attn: Crystal Hedberg
Purchasing
5801 West I l to Street, Ste 300
419 Canyon Ave, Ste 300
PO Box 580
Greeley, CO 80634-4813
Fort Collins, CO 80521
Ft Collins, CO 80522
23. Incorporation of FTA Terms. This Agreement includes certain Standard
Terms and Conditions required by the federal Department of Transportation ("DOT')
and other federal and state authorities, whether or not expressly set forth in this
Agreement. All contractual provisions required by DOT, as set forth in FTA Circular
4220.1 D, dated April 15, 1996, are hereby incorporated by reference. Anything to the
contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in
the event of a conflict with other provisions contained in this Agreement. Professional
shall not perform any act, fail to perform any act, or refuse to comply with any the MPO
requests which would cause the MPO to be in violation of the FTA terms and
conditions.
24. Grant Assurances and Federal Requirements. This Agreement involves
the expenditure of federal funds, which requires the MPO and Professional at all times
during the execution of this Agreement to adhere to and comply with all applicable
federal laws and regulations, as they currently exist and may hereafter be amended,
which are incorporated herein by this reference as terms and conditions of this
Agreement. A non -exhaustive list of federal laws and regulations that may be applicable
is included below. By signing this Agreement, Professional avers that it is his or her
responsibility to be aware of the requirements that may be imposed by the following
federal laws and regulations, and others not listed, that he or she is aware of any such
requirements, and that he or she will comply with all applicable laws and regulations.
a. Laws and regulations prohibiting false claims and statements from
being made to the federal government, 31 U.S.C.A § 3801, et seq., 49 C.F.R. Part
31, and 18 U.S.C.A. § 1001;
b. Federal privacy law, 5 U.S.C.A. § 552;
C. Nondiscrimination and equal employment opportunity laws in
accordance with Title VI of the Civil. Rights Act, 42 U.S.C.A. § 2000d; § 303 of
the Age Discrimination Act of 1975, 42 U.S.C.A. § 6102; § 202 of the Americans
with Disabilities Act of 1990, 42 U.S.C.A. § 12132 ("ADA"); and Federal transit
law, 49 U.S.C.A. § 5332;
d. Mandatory standards and policies relating to energy efficiency that
are contained in the state energy conservation plan issued in compliance with the
Energy Policy and Conservation Act, 42 U.S.C.A. § 6201.
25. Bindinp, Effect. This Agreement, together with the exhibits hereto,
constitutes the entire agreement between the parties and shall be binding upon said
parties, their officers, employees, agents and assigns and shall inure to the benefit of the
respective survivors, heirs, personal representatives, successors and assigns of said
parties.
26. Governing Law. The laws of the State of Colorado shall govern the
construction, interpretation, execution and enforcement of this Agreement.
27. Severability. 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.
28. Prohibition Against Employing Illegal Aliens. This paragraph shall apply
to all Contractors whose performance of work under this Agreement does not involve the
delivery of a specific end product other than reports that are merely incidental to the
performance of said work. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Contractor
represents and agrees that:
a. As of the date of this Agreement:
1. Contractor does not knowingly employ or contract with an
illegal alien; and
2. Contractor has participated or attempted to participate in the
basic pilot employment verification 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 "Basic Pilot
Program") in order to confirm the employment eligibility of all
newly hired employees.
b. Contractor 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. Contractor shall continue to apply to participate in the Basic Pilot
Program and shall in writing verify same every three (3) calendar months
thereafter, until Contractor is accepted or the public contract for services has been
completed, whichever is earlier. The requirements of this section shall not be
required or effective if the Basic Pilot Program is discontinued.
d. Contractor is prohibited from using Basic Pilot Program
procedures to undertake pre -employment screening of job applicants while this
Agreement is being performed.
e. If Contractor obtains actual knowledge that a subcontractor
performing work under this Agreement knowingly employs or contracts with an
illegal alien, Contractor shall:
1. Notify such subcontractor and the City within three days
that Contractor 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 Contractor 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.
f. Contractor 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.
g. If Contractor 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, Contractor shall be liable for
actual and consequential damages to the City arising out of Contractor's violation
of Subsection 8-17.5-102, C.R.S.
h. "The City will notify the Office of the Secretary of State if
Contractor violates this provision of this Agreement and the City terminates the
Agreement for such breach.
29. Special Provisions. Special provisions or conditions relating to federal
patent law and rights in data that are applicable to this Agreement are set forth in Exhibit
C, attached hereto and incorporated herein by this reference.
13
THE NORTH FRONT RANGE TRANSPORTATION
AND AIR QUALITY PLANNING COUNCIL (MPO)
Cli avV0n',-GeC-ut'Av Director
PROFESSIONAL:
By:
Title:
STATE OF COLORADO )
ss.
COUNTY OF }
The foregoing instrument was subscribed, sworn to and acknowledged before me
this da y of 200 by fas of
.]
My commission expires:
(S E A L)
Notary Public
EXHIBIT A — Scope of Services
Professional will audit the basic financial statements of the MPO as of December 31,
2009 and for the year then ending. Also, the document the MPO receives from the
Professional will include required supplementary information and additional information
that will be subjected to the auditing procedures applied in the audit of the financial
statement as applicable.
The objective of the audit is the expression of an opinion as to whether the financial
statements are fairly presented, in all material respects, in conformity with accounting
principles generally accepted in the United States, and to report on the fairness of the
additional information when considered in relation to the basic financial statements taken
as a whole. The objective also includes reporting on the Schedule of Expenditures of
Federal Awards and the MPO's compliance with laws and regulations and its internal
control as required for a single audit.
The audit will be made in accordance with auditing standards generally accepted in the
United States; the standard for financial audits contain in Government Auditing
Standards, issued by the Comptroller General of the United States; the Single Audit Act
Amendments of 1996; and the provisions of OMB Circular A-133, Audits of States, Local
Governments, and Non -Profit Organizations. As such, the audit will include tests of the
accounting records, a determination of major program(s) in accordance with Circular A-
133, and other procedures considered necessary to enable the Professional to express an
opinion on the financial statements and to render the required reports. If the opinion is
other than unqualified, the Professional will discuss the reasons with management in
advance.
The audit procedures will include tests of documentary evidence supporting the
transactions recorded in the accounts, tests of physical existence of assets, and direct
confirmation with selected customers, creditors, legal counsel and banks. J Whenever
possible, MPO personnel will be used, as well as their schedules, reports and
correspondence. At the conclusion of the audit, the Professional will request certain
written representations from the MPO about the financial statement and related matters.
The audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the basic financial statements; therefore, the audit will involve judgment
about the number of transactions to be examined and the areas to be tested. The audit
will be planned and performed to obtain reasonable rather than absolute assurance about
whether the basic financial statements are free of material misstatement, whether caused
by errors, fraudulent financial reporting, misappropriation of assets, or violations of laws
or governmental regulations that are attributed to the entity or to acts by management or
employees acting on behalf of the entity. As required by the Single Audit Act
Amendments of 1996 and OMB Circular A-133, the audit will include tests of
transactions related to major federal award programs for compliance with applicable laws
and regulations and the provisions of contracts and grant agreements. Because an audit is
15