HomeMy WebLinkAboutbocc.con.126.2013 Rev. 08-30-11 jls
COUNTY CLERK'S
CONTRACT COVERSHEET
CONTRACT #: 126-2013
ORIGINATING DEPARTMENT: Finance
PROCUREMENT OFFICER: John Redmond PHONE#: 920-5225
PROJECT NAME: 2012 Annual Audit CONTRACTOR: Eide Bailly
DOLLAR AMOUNT: 71 500.00 LINE ITEM# 001.16.D0000.82000
CONTRACT EXECUTION DATE: 1/3/2013 CONTRACT END DATE: 12/31/2013
AUTOMATIC RENEWAL: ❑ YES �NO TERM: 1 year
❑ BOCC AGENDA ITEM(Grants, IGA) ❑ STAFF AUTHORIZED SIGNATURE
(Requires BOCC Signature) (Per Revised Procurement Code 7/2005)
� OVER$50,000(Requires Section Leader&County Manager's Signature)
✓ CHECK PROCUREMENT TYPE:
❑None ❑ Informal ❑ Formal � Sole Source ❑ Emergency ❑ Outside Agency/State Bid
❑ Compliance with C.R.S. 8-17-5-101, 102 as amended(Im.migration Form) ❑ Exempt
❑ Contract Renewal
✓ CHECK CONTRACT TYPE:
� Services/Maintenance ❑ Employment
❑ License/Use ❑ Intergovernmental Agreement(Resolution Required)
❑ Lease ❑Non-Profit
❑ Construction ❑ Quasi-Public(e.g.-AVH)
❑ Goods,Equipment, Supplies ❑ Grant Agreements(Notify Finance&Resolution Required)
❑ Other(e.g. revenue) ❑ Change Order/Contract Amendment
(C/O: 10%or$25K whichever is the lesser must have County Manager signature)
All Contracts should be proofed and all e�chibits and notices must be attached for the following:
✓ �No Pages Missing ✓�All Other Blanks Filled In
✓ � If Page Left Intentionally Blank—Note on Page ✓� All E�ibits Attached
✓ � Page numbered consecutively ✓❑ All Legal Descriptions attached (rf applicable)
✓ � All Original Signatures Affixed ✓❑Notice of Award/Notice to Proceed Attached ('�applicable,
✓ � All Dates Filled In ✓❑ Warranty(if applicable)
✓ ❑ Special Instructions for Finance Department:
✓ � Authorized Procurement Officer's Name: John Redmond
iiY CHECKING ABOV.F.. AND ENTFRING NAMF,,THF AUTHORIZED STAFF PFRSON INDICATF.S TNAT
T.HF ATTACHFD DC)CUMFNT HAS I�FFN PROOF.F.D AND READY FOR SCANNING.
NOTE: CLERK'S OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE
ARCHNES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST!
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Contract# 126-2013 Rev 8.25.11 jaa
Budget Line Item#001.16.00000.82000
PITKIN COUNTY
SOLE SOURCE PROCUREMENT
JUSTIFICATION REQUEST
TO: Jon Peacock, County Manager
DATE: February 20, 2013
FROM: John Redmond
Proposed Contractor: Eide Bailly Product/Service: 2012 Audit
Estimate expenditure for the above construction service: $ 71 500
This form is required, and is to aid you, in documenting your Sole Source request. Complete all portions of
this form. This purchase is clearly and legitimately limited to a Single or Sole Source. (Examples: original
manufacturer, no regional distributor, standardization etc):
Explain: Savings of 10% is projected in the 2013 contract.
This contract will go out to bid for 2014 and beyond services during the summer/fall of this year.
The undersigned requests that Pitkin County waive other procurement requirements and recognize this
transaction as a sole source exception to the Pitkin County Procurement Code.
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D ment Head Date Section H ad Date
Approved �� Denied Reason for Denial:
Jon Peacock, C Manager a e �
Note: Every effort should be made to obtain a written contract when otherwise required under County
procedures. When a contract is obtained, complete the Clerk's check list and send the original signed contract
with coversheet to clerk's office for archiving.
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Service Contract# 126-2013 Rev.02/06/20121m
Budget Line Item# 001.16.00000.82000
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CONTRACT FOR PROVISION OF SERVICES
THIS CONTRACT is made and entered by and between the Pitkin County Board of County
Commissioners ("County") and Eide Bailly (hereinafter"Contractor").
1. Term. The term of this contract is from 1/1/2013 to 12/31/2013.
2. Contractor's Obli at�. Contractor shall perform services necessary to complete the 2012
Annual Audit: 2012 Fi_nancial Statement Audit; A-133 Federal Compliance Audit, PFC Audit; Prior
year follow up for Yellow Book issues and A-133 findings. See attached Exhibit A.
3. Compensation and Expenses, Invoicin�yment and Offset. The County shall compensate
Contractor for its services in accordance with the Project Budget and Schedule set out in Paragraph 2.
It is expressly understood and agreed that in no event will the total compensation and reimbursement
to be paid hereunder exceed the sum of$71,500 for all services rendered. By contract or amendment,
the County and Contractor may reallocate the budget among project tasks if the total budget amount
remains unchanged. Contractor shall invoice for the project monthly based on hours worked, with
payment expected within thirty (30) days of invoice, but any payment by the County may be offset by
any amount the Contractor owes the County for any reason.
4. County's Exclusive Ownership of Work Product. Drawings, specifications, guidelines and
other documents prepared by Contractor in connection with this contract shall be the property of the
County. However, Contractor shall have the right to utilize such documents in the course of its
marketing, professional presentations, and for other business purposes. Contractor assigns to County
the copyrights to all work prepared, developed, or created pursuant to this contract, including the
right to: 1) reproduce the work; 2) prepare derivative works; 3) distribute copies to the public; 4)
perform the works publicly; and 5) to display the work publicly. Contractor shall have right to use
materials produced in the course of this contract for marketing purposes and professional
presentations, articles, speeches and other business purposes.
5. Pitkin Countv's Obli atg ions. Pitkin County shall administer this contract through a County
Representative. :Tohn Redmond will manage the project as the County's Representative. In the event
that John Redmond is not available, Amy Carter shall assume the County Representative's duties.
The services provided and products delivered by the Contractor under this contract will be subject to
review by the County's Representatives, or a designee, for compliance with Contractor's obligations
prior to final payment.
6. Termination Prior to Exniration of Contract Term. The County has the right to terminate
this contract, with or without cause, by giving written notice to the Contractor of such termination
and specifying the effective date thereof. Such notice shall be given at least ten (10) days before the
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effective date of such termination. In such event all finished or unfinished documents, data, studies
and reports prepared by the Contractor pursuant to this contract shall become the County's property.
Contractor shall be entitled to receive compensation in accordance with the contract for any
satisfactory work completed pursuant to the terms of this contract prior to the date of termination.
Not withstanding the above, Contractor shall not be relieved of liability to the County for damages
sustained by the County by virtue of any breach of the contract by the Contractor.
7. Independent Contractor Status.
A. The parties to this contract intend that the relationship between them contemplated by
the contract is that of independent contractor. Contractor, and any agent, employee, or servant of
Contractor shall not be deemed to be an employee, agent, or servant of Pitkin County.
B. Contractor is not required to offer his services exclusively to Pitkin County under this
contract. Contractor may choose to work for other individuals or entities during the term of this
contract, provided that the basic services and deliverable products required under this contract are
submitted in the manner and on the schedule defined under this contract.
C. Contractor warrants that all work produced will conform to all applicable industry
standard of care, skill and diligence in the performance of Contractor's obligations under this contract.
D. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin
County employee, servant or agent in the course of completing work under this contract.
E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin
County and is responsible for payment of any federal, state, FICA and other income t�es.
8 Assignabilitv. This contract is not assignable by either party. Any use of subcontractors by
the Contractor for performance of this contract must be accepted in writing by the County.
9. Bindin� Arbitration. Any disputes arising out of this contract shall be subject to binding
arbitration. The parties agree that any disputes concerning the terms and conditions of this contract
shall be submitted and finally settled by arbitration. Arbitration shall be conducted pursuant to the
rules of the American Arbitration Association and shall be presided over by the Pitkin County
Hearing Officer appointed to arbitrate Pitkin County contract disputes. Costs of the arbitration shall
be awarded to the substantially prevailing party.
10. Severabilitv. In the event that any provision of this contract shall be held to be invalid or
unenforceable, the remaining provisions of this contract shall remain valid and binding upon the
parties hereto.
11: Integration and Modification.
A. This contract represents the entire and integrated contract between the County and the
Contractor and supersedes all prior negotiations, representations, or contract, either written or oral.
This contract may be amended only by written contract signed by both the County and the Contractor.
B. The County may, from time to time, request changes in the scope of services of the
Contractor to be performed hereunder. Such changes, including the increase or decrease in the
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amount of the Contractor's compensation, which are mutually agreed upon between the County and
the Contractor, shall be in writing and upon execution shall become part of this contract.
12. Indemni .
A. The Contractor agrees to indemnify,hold harmless and, not excluding the County's right
to participate, defend the County, its subsidiary, parent, associated and/or afFiliated entities, successors,
or assigns, its elected officials, trustees, employees, agents, volunteers, and any jurisdiction or agency
issuing permits for any work included in the project,hereinafter referred to as indemnitee,from all suits
and claims, including attorney's fees and cost of litigation, actions, loss, damage, expense, cost or
claims of any character or any nature arising out of the work done in fulfillment of the terms of this
Contract or on account of any act, claim or amount arising or recovered under workers' compensation
law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, law
or court decree. It is agreed that the Contractor will be responsible for primary loss investigation,
defense and judgment costs where this contract of indemnity applies. In consideration of the award of
this contract, the Contractor agrees to waive all rights of subragation against the County its subsidiary,
parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees,
employees, agents, and volunteers for losses arising from the work performed by the Contractor for the
County.
B. The Contractor further shall investigate, process, respond to, adjust, provide defense for
and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense and shall
bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless,
false or fraudulent.
13. Insurance. Contractor and subcontractors shall procure and maintain until all of their
obligations have been discharged, including any warranty periods under this Contract are satisfied,
insurance against claims for injury to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Contractor, its agents, representatives,
employees or subcontractors.
The insurance requirements herein are minimum requirements for this Contract and in no way limit
the indemnity covenants contained in this Contract.
The County in no way warrants that the minimum limits contained herein are sufficient to protect the
Contractor from liabilities that might arise out of the performance of the work under this Contract by
the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess
its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader
coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to
the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration,
or types.
A. Coverage and Limits of Insurance:
Contractor shall provide coverage with limits of liability not less than those stated below. An
umbrella and/or excess liability policy may be used to meet the minimum liability requirements
provided that the coverage is written on a"following form" basis.
1. Statutory Workers' Compensation: Colorado statutory minimums
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a. Policy shall contain a waiver of subrogation against the County.
b. This requirement shall not apply when a contractor or subcontractor is
exempt under Colorado Workers' Compensation Act., AND when such contractor
or subcontractor executes the appropriate sole proprietor waiver form.
Minimum Limits:
Coverage A(Workers' Compensation) Statutory
Coverage B (Employers Liability) $ 500,000
$ 500,000
$ 500,000
2. Commercial General Liability–ISO 1 CG 0001 form or equivalent
(With C'ounty named additional insured)
Minimum Limits:
General Aggregate $ 2,000,000
Products/Completed Operations Aggregate $ 2,000,000
Each Occurrence Limit $ 1,000,000
Personal/Advertising Injury $ 1,000,000
Fire Damage(Any One Fire) $ 50,000
Medical Payments(Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
• Explosions, Collapse and Underground Hazards
• Personal/Advertising Injury
• Products J Completed Operations
• Liabiliiy assumed under an Insured Contract(including defense costs assumed under contract)
• Independent Contractors
• Designated Construction Projects(s) General Aggregate Limit, ISO CG 2503 (1997
Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010
(2004 Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037
(2004 Edition or equivalent)
• The policy shall be endorsed to include the following additional insured language on
the Additional Insured Endorsements specified above: "County, its subsidiary, parent,
associated and/or affiliated entities, successors, or assigns, its elected officials,
trustees, employees, agents, and volunteers named as an additional insured with
respect to liability and defense of suits arising out of the activities performed by, or on
behalf of the Contractor, including completed operations".
3. Auto Liability: Bodily injury and property damage for any owned, hired, and
non- owned vehicles used in the performance of this Contract.
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Minimum Limits:
Bodily Injury/Property Damage(Each Accident) $ 1,000,000
4. Special Coverages (check as appropriate and insert amount):
❑(1) Performance Bond $
❑Labor and Material $
❑Payment Bond $
❑ (2)Professional Errors and Omissions
❑(3)Aircraft Liability
❑(4) Owner's Protective
❑(5)Builder's Risk
❑(6)Boiler and Machinery
❑ (7)Loss of Use Insurance
❑(8)Pollution Liability
❑(9) Crime, including Employee Dishonesty Coverage, or Fidelity Bond
B. Proof of Insurance:
1. Each insurance policy required by the insurance provisions of this Contract
shall provide the required coverage and shall not be suspended, voided or canceled except
after thirty (30) days prior written notice has been given to the County, except when
cancellation is for non-payment of premium, then ten (10) days prior notice may be given.
Such notice shall be sent directly to (County Representative's Name & Address). If the
insurance carrier will not provide the required notice, the Consultant/Coniractar and or its
insurance broker shall notify the County of any cancellation, or reduction in coverage or
limits of any insurance within seven(7)days of receipt of insurers' notification to that effect.
Simultaneously with the Certificates of Insurance, the Contractor sha11 file with the
Procurement Officer a certified statement as to claims pending against the required coverages,
reserves established on account of such claims, defense costs expended and amounts remaining
on policy limits.
2. In addition,these Certificates of Insurance shall contain the foliowing clauses:
a. The contractor's insurance shall be primary and non-contributory with
any insurance or self-insurance purchased by the County.
b. The insurance companies issuing the policy or policies hereunder shall
have no recourse against the County of Pitkin for payment of any premiums or for
assessments under any form of policy.
c. Any and a11 deductibles or self insured retentions in the above-described
insurance policies shall be assumed by and be for the amount of, and at the sole expense
of the Contractor.
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d. Location of operations shall be: "all operations and locations at which
work for the referenced Project is being done.''
3. Certificates of Insurance for a11 renewal policies sha11 be delivered to the
County's Representative at least fifteen (15) days prior to a policy's expiration date except for
any policy expiring on the expiration date of this contract or thereafter.
4. The County reserves the right to request and receive a copy of any policy and
any policy endorsement at any time during the term of this contract.
14. Exemptions and Preferences. All purchases of construction or building or any other materials
for this contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes.
Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-SK.
15. Records. The Contractor shall maintain comprehensive, complete and accurate books,
records, and documents concerning its performance relating to this contract for a period of three (3)
years after final payment under the contract and the County shall have the right within the three (3)
year period to inspect and audit these books, records and documents, upon demand, in a reasonable
manner and at reasonable times, for the purpose of determining, by accepted accounting and auditing
standards, compliance with all provisions of the contract and applicable law.
16. Contract Made in Colorado. The parties agree that this contract was made in accordance with
the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the
courts of Pitkin County, Colorado.
17. Attorne 's Fees. In the event that legal action is necessary to enforce any of the provisions of
this contract beyond the arbitration described in Paragraph 9, the substantially prevailing party shall be
entitled to its costs and reasonable attorney's fees.
18. Governmental Immunitv. Contractor agrees and understands that Pitkin County is relying on
and does not waive, by any provision of this contract, the monetary limitations or terms (presently
$150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protections
provided by the Colorado Governmental Immunity Act, § 24-10-101, et seq., C.R.S., as from time to
time amended, or otherwise available to Pitkin County or any of its officers, agents or employees.
Further, nothing in this contract shall be construed or interpreted to require or provide for
indemnification of the Contractor by the County for any injury to any person or any property damage
whatsoever which is caused by the negligence or other misconduct of the County or its agent or
employees.
19. Current Year Obli at�ns. The parties acknowledge and agree that any payments provided
for hereunder or requirements for future appropriations shall constitute only currently budgeted
expenditures of Pitkin County. Pitkin County's obligations under this contract are subject to Pitkin
County's annual right to budget and appropriate the sums necessary to provide the services set forth
herein. No provisions of the contract shall constitute a mandatory charge or requirement in any
ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the contract
shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other
financial obligation of Pitkin County within the meaning of any constitutional or statutory debt
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limitation. This contract shall not directly or indirectly obligate Pitkin County to make any payments
beyond those appropriated for Pitkin County's then current fiscal year. No provisions of this
contract shall be construed to pledge or create a lien on any class or source of Pitkin County's
moneys, nor shall any provision of this contract restrict the future issuance of Pitkin County's bonds
or any obligations payable from any class or source of Pitkin County's money.
20. Notice. Any written notice required by this contract shall be deemed delivered through any
of the following: (1) hand delivery to the person at the address below; (2) delivery by facsimile with
confirmation of receipt to the fax number below; or (3) within three (3) days of being sent certified
first class mail, postage prepaid, return receipt requested addressed as follows:
A. To Pitkin County with copies to:
Jolin Redmond Pitkin County Attorney's Office
5�0 E Main St Ste 201 530 E. Main Street, #302
Aspen, Colorado 81611 Aspen, C;olorado 81611
Fax: (970) 920-5230 F�: (97�0) 920-5198
B. To Contractor:
I;ide I3aillv: 440 Indiana St Ste. 200 Golden, C'O 80�01
"I��l: 303-986-?454 Fax: 303-980-5029
21. Public Contracts for Services and Public Contracts with Natural Persons. In conformance
with the provisions of C.R.S. § 8-17.5-101 and 102, as amended and C.R.S. § 24-76.5-101, as
amended
PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [NotApplicable to agreements
relating to the offer, issuance, or sale of securities, investment advisory services or fund
management services, sponsored projects, intergovernmental agreements, or information
technology services or products and services] Contractor certifies, warrants, and agrees that it does
not knowingly employ or contract with an illegal alien who will perform work under this contract
and will confirm the employment eligibility of all employees who are newly hired for employment in
the United States to perform work under this contract,through participation in the E-Verify Program
or the Department program established pursuant to CRS §8-17.5-102(5)(c), Contractor shall not
knowingly employ or contract with an illegal alien to perform work under this contract or enter into a
contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not
knowingly employ or contract with an illegal alien to perform work under this contract. Contractor
(a) shall not use E-Verify Program or Department program procedures to undertake pre-employment
screening of job applicants while this contract is being performed, (b) shall notify the subcontractor
and the contracting State agency within three days if Contractor has actual knowledge that a
subcontractor is employing or contracting with an illegal alien for work under this contract, (c) shall
terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal
alien within three days of receiving the notice, and(d) shall comply with reasonable requests made in
the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado
Department of Labor and Employment. If Contractor participates in the Department program,
Contractor shall deliver to the contracting State agency, Institution of Higher Education or political
subdivision a written, notarized affirmation, affirming that Contractor has examined the legal work
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status of such employee, and shall comply with all of the other requirements of the Department
program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et
seq.,the contracting State agency, institution of higher education or political subdivision may
terminate this contract for breach and, if so terminated, Contractor shall be liable for damages.
PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Contractor, if a natural
person eighteen(18)years of age or older, hereby swears and affirms under penalty of perjury that he
or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b)
shall comply with the provisions of CRS §24-76.5-101 et seq., and (c)has produced one form of
identification required by CRS §24-76.5-103 prior to the effective date of this contract.
IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein
above.
CONTRACTOR:
By: �� � �
Title ����f1�` 3/j1/ 3
Date
PITKIN COUNTY, COLORADO:
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By: � ��2y°��---�//
�ithorized Signer Date
By ,:.
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Jon Peacock, ounty Manager
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Exhibit A
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EideBailly
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CPA,�&kiUSIN6SS AllV[S(.�KS
January 3,2013
Board of County Commissioners
c/o John Redmond,Finance Director
Pitkin County
530 E.Main Street, Suite 201
Aspen,CO 81611
Members of the Board:
We are pleased to confirm our understanding of the services we are to provide Pitkin County for the December 31,
2012. We will audit the financial statements of the governmental activities,the business-type activities,the
aggregate discretely presented component units, each major fund,and the aggregate remaining fund information,
which collectively comprise the basic financial statements,of Pitkin County as of and for the December 31,2012.
Accounting standards generally accepted in the United States of America provide for certain required
supplementary information(RSI),such as management's discussion and analysis(MD&A),to supplement Pitkin
County's basic financial statements. Such information,although not a part of the basic financial statements, is
required by the Governmental Accounting Standards Board who considers it to be an essential part of financial
reporting for placing the basic financial statements in an appropriate operational,economic,or historical context.
As part of our engagement,we will apply certain limited procedures to Pitkin County's RSI in accordance with
auditing standards generally accepted in the United States of America.These limited procedures will consist of
inquiries of management regarding the methods of preparing the information and comparing the information for
consistency with management's responses to our inquiries,the basic financial statements,and other knowledge
we obtained during our audit of the basic financial statements. We will not express an opinion or provide any
assurance on the information because the limited procedures do not provide us with sufficient evidence to express
an opinion or provide any assurance.The following RSI is required by generally accepted accounting principles
and will be subjected to certain limited procedures,but will not be audited:
1) Management's Discussion and Analysis.
2) Budgetary Comparison Schedules
3) Notes to RSI
We have also been engaged to report on supplementary information other than RSI that accompanies Pitkin
County's financial statements. We will subject the following supplementary information to the auditing
procedures applied in our audit of the financial statements and certain additional procedures, including comparing
and reconciling such information directly to the underlying accounting and other records used to prepare the
financial statements or to the financial statements themselves,and other additional procedures in accordance with
auditing standards generally accepted in the United States of America and will provide an opinion on it in relation
to the financial statements as a whole:
1) Schedule of expenditures of federal awards
2) Combining statements and individual fund statements
3) Combined Schedule of cash and investments
4) Combined Schedule of governmental revenue by source
5) Local highway finance report �
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www.eidebailly.com
440 Indiona St.,Ste.200 � Golden,CO 80401-5021 � TF 877.882.7929 � T 303.986.2454 ( F 303.980.5029 � EOE (�
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The following other information accompanying the financial statements will not be subjected to the auditing
procedures applied in our audit of the financial statements,and our auditor's report will not provide an opinion or
any assurance on that other information.
1) Statistical Data
2) Introductory Section
Audit Objectives
The objective of our audit is the expression of opinions as to whether your basic financial statements are fairly
presented,in all material respects, in conformity with U.S.generally accepted accounting principles and to report
on the fairness of the supplementary information referred to in the second paragraph when considered in relation
to the financial statements as a whole.The objective also includes reporting on—
• Internal control related to the financial statements and compliance with the provisions of laws,regulations,
contracts,and grant agreements,noncompliance with which could have a material effect on the financial
statements in accordance with Government Auditing Standards.
• Internal control related to major programs and an opinion(or disclaimer of opinion)on compliance with
laws,regulations,and the provisions of contracts or grant agreements that could have a direct and material
effect on each major program in accordance with the Single Audit Act Amendments of 1996 and OMB
Circular A-133,Audits of States, Local Governments, and Non-Profit Organizations.
The reports on internal control and compliance will each include a statement that the report is intended solely for
the information and use of management,the body or individuals charged with governance,others within the entity
specific legislative or regulatory bodies, federal awarding agencies, and if applicable,pass-through entities and is
not intended to be and should not be used by anyone other than these specified parties.
Our audit will be conducted in accordance with auditing standards generally accepted in the United States of
America;the standards for financial audits contained 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,and will include tests of accounting records,a determination of major program(s)in accordance
with OMB Circular A-133,and other procedures we consider necessary to enable us to express such opinions and
to render the required reports. If our opinions on the financial statements or the Single Audit compliance opinions
are other than unqualified(unmodified),we will discuss the reasons with you in advance. If, for any reason,we
are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express
opinions or to issue a report as a result of this engagement.
Management Responsibilities
Management is responsible for the basic financial statements and all accompanying information as well as all
representations contained therein. Management is also responsible for identifying government award programs
and understanding and complying with the compliance requirements,and for preparation of the schedule of
expenditures of federal awards in accordance with the requirements of OMB Circular A-133. You are responsible
for making all management decisions and performing all management functions relating to the financial
statements,schedule of expenditures of federal awards,and related notes and for accepting full responsibility for
such decisions.Further,you are required to designate an individual with suitable skill,knowledge,or experience
to oversee any nonaudit services we provide and for evaluating the adequacy and results of those services and
accepting responsibility for them.
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Management is responsible for establishing and maintaining effective internal controls,including internal controls
over compliance,and for evaluating and monitoring ongoing activities,to help ensure that appropriate goals and
objectives are met and that there is reasonable assurance that government programs are administered in
compliance with compliance requirements.You are also responsible for the selection and application of
accounting principles;for the fair presentation in the financial statements of the respective financial position of
the governmental activities,the business-type activities,the aggregate discretely presented component units,each
major fund,and the aggregate remaining fund information of the Pitkin County and the respective changes in
financial position and,where applicable, cash flows in conformity with U.S. generally accepted accounting
principles;and for compliance with applicable laws and regulations and the provisions of contracts and grant
agreements.
Management is also responsible for making all financial records and related information available to us and for
ensuring that management is reliable and financial information is reliable and properly recorded.You are also
responsible for providing us with(1)access to all information of which you are aware that is relevant to the
preparation and fair presentation of the financial statements,(2)additional information that we may request for
the purpose of the audit,and(3)unrestricted access to persons within the government from whom we determine it
necessary to obtain audit evidence.
Your responsibilities also include identifying significant vendor relationships in which the vendor has
responsibility for program compliance and for the accuracy and completeness of that information.Your
responsibilities include adjusting the financial statements to correct material misstatements and confirming to us
in the written representation letter that the effects of any unconected misstatements aggregated by us during the
current engagement and pertaining to the latest period presented are immaterial,both individually and in the
aggregate,to the financial statements taken as a whole.
You are responsible for the design and implementation of programs and controls to prevent and detect fraud,and
for informing us about all known or suspected fraud or illegal acts affecting the government involving(1)
management, (2)employees who have significant roles in internal control,and(3)others where the fraud or
illegal acts could have a material effect on the financial statements. Your responsibilities include informing us of
your knowledge of any allegations of fraud or suspected fraud affecting the government received in
communications from employees,former employees,grantors,regulators,or others. In addition,you are
responsible for identifying and ensuring that the entity complies with applicable laws,regulations,contracts,
agreements,and grants.Additionally,as required by OMB Circular A-133,it is management's responsibility to
follow up and take conective action on reported�audit findings and to prepare a summary schedule of prior audit
findings and a corrective action plan.The summary schedule of prior audit findings should be available for our
review on May l,2013.
You are responsible for preparation of the schedule of expenditures of federal awards in conformity with OMB
Circular A-133.You agree to include our report on the schedule of expenditures of federal awards in any
document that contains and indicates that we have reported on the schedule of expenditures of federal awards.
You also agree to make the audited financial statements readily available to intended users of the schedule of
expenditures of federal awards no later than the date the schedule of expenditures of federal awards is issued with
our report thereon.Your responsibilities include acknowledging to us in the written representation letter that(1)
you are responsible for presentation of the schedule of expenditures of federal awards in accordance with OMB
Circular A-133;(2)that you believe the schedule of expenditures of federal awards, including its form and
content,is fairly presented in accordance with OMB Circular A-133;(3)that the methods of ineasurement or
presentation have not changed from those used in the prior period(or, if they have changed,the reasons for such
changes); and(4)you have disclosed to us any significant assumptions or interpretations underlying the
measurement or presentation of the supplementary information.
You are also responsible for the preparation of the other supplementary information,which we have been engaged
to report on,in conformity with U.S.generally accepted accounting principles.You agree to include our report on
the supplementary information in any document that contains and indicates that we have reported on the
supplementary information.You also agree to include the audited financial statements with any presentation of
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the supplementary information that includes our report thereon. Your responsibilities include acknowledging to us
in the written representation letter that(1)you are responsible for presentation of the supplementary information
in accordance with GAAP; (2)that you believe the supplementary information, including its form and content, is
fairly presented in accordance with GAAP;(3)that the methods of ineasurement or presentation have not changed
from those used in the prior period(or,if they have changed,the reasons for such changes};and(4}you have
disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the
supplementary information.
Management is responsible for establishing and maintaining a process for tracking the status of audit findings and
recommendations.Management is also responsible for identifying for us previous financial audits,attestation
engagements,performance audits,or other studies related to the objectives discussed in the Audit Objectives
section of this letter.This responsibility includes relaying to us corrective actions taken to address significant
findings and recommendations resulting from those audits,attestation engagements,performance audits,or
studies. You are also responsible for providing management's views on our current findings,conclusions,and
recommendations,as well as your planned corrective actions, for the report, and for the timing and format for
providing that information.
Audit Procedures—General
An audit includes examining,on a test basis,evidence supporting the amounts and disclosures in the financial
statements;therefore,our audit will involve judgment about the number of transactions to be examined and the
areas to be tested.An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of significant accounting estimates made by management, as well as evaluating the overall
presentation of the financial statements. We will plan and perform the audit to obtain reasonable rather than
absolute assurance about whether the financial statements are free of material misstatement,whether from(1)
errors,(2)fraudulent financial reporting,(3)misappropriation of assets,or(4)violations of laws or governmental
regulations that are attributable to the entity or to acts by management or employees acting on behalf of the entity.
Because the determination of abuse is subjective,Government Auditing Standards do not expect auditors to
provide reasonable assurance of detecting abuse.
Because of the inherent limitations of an audit, combined with the inherent limitations of internal control,and
because we will not perform a detailed examination of all transactions,there is a risk that material misstatements
or noncompliance may exist and not be detected by us,even though the audit is properly planned and performed
in accordance with U.S. generally accepted auditing standards and GovernmentAuditing Standards. In addition,
an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that
do not have a direct and material effect on the financial statements or major programs. However,we will inform
the appropriate level of management of any material errors or any fraudulent financial reporting or
misappropriation of assets that come to our attention. We will also inform the appropriate level of management of
any violations of laws or governmental regulations that come to our attention,unless clearly inconsequential,and
of any material abuse that comes to our attention. We will include such matters in the reports required for a Single
Audit. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later
periods for which we are not engaged as auditors.
Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts,
and may include tests of the physical existence of inventories, and direct confirmation of receivables and certain
other assets and liabilities by correspondence with selected individuals, funding sources,creditors,and financial
institutions. We will request written representations from your attorneys as part of the engagement, and they may
bill you for responding to this inquiry.At the conclusion of our audit,we will require certain written
representations from you about the financial statements and related matters.
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Audit Procedures—Internal Controls
Our audit will include obtaining an understanding of the entity and its environment,including internal control,
sufficient to assess the risks of material misstatement of the financial statements and to design the nature,timing,
and extent of further audit procedures.Tests of controls may be performed to test the effectiveness of certain
controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial
statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance
matters that have a direct and material effect on the financial statements. Our tests,if performed,will be less in
scope than would be necessary to render an opinion on internal control and,accordingly,no opinion will be
expressed in our report on internal control issued pursuant to Government Auditing Standards.
As required by OMB Circular A-133,we will perform tests of controls over compliance to evaluate the
effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material
noncompliance with compliance requirements applicable to each major federal award program.However,our
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 our report on internal control issued pursuant to OMB Circular A-133.
An audit is not designed to provide assurance on internal control or to identify significant deficiencies or material
weaknesses.However,during the audit,we will communicate to management and those charged with governance
internal control related matters that are required to be communicated under AICPA professional standards,
Government Auditing Standards,and OMB Circular A-133.
Audit Procedures—Compliance
As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement,
we will perform tests of Pitkin County's compliance with provisions of applicable laws,regulations,contracts,
and agreements,including grant agreements.However,the objective of those procedures will not be to provide an
opinion on overall compliance and we will not express such an opinion in our report on compliance issued
pursuant to Government Auditing Standards.
OMB Circular A-133 requires that we also plan and perform the audit 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.Our procedures will consist of tests of transactions and other applicable
procedures described in the OMB Circular A-133 Compliance Supplement for the types of compliance
requirements that could have a direct and material effect on each of Pitkin County's major programs.The purpose
of these procedures will be to express an opinion on Pitkin County's compliance with requirements applicable to
each of its major programs in our report on compliance issued pursuant to OMB Circular A-133.
Engagement Administration,Fees,and Other
We may from time to time,and depending on the circumstances,use third-party service providers in serving your
account. We may share confidential information about you with these service providers,but remain committed to
maintaining the confidentiality and security of your information.Accordingly,we maintain internal policies,
procedures,and safeguards to protect the confidentiality of your personal information. In addition,we will secure
confidentiality agreements with all service providers to maintain the confidentiality of your information and we
will take reasonable precautions to determine that they have appropriate procedures in place to prevent the
unauthorized release of your confidential information to others. In the event that we are unable to secure an
appropriate confidentiality agreement,you will be asked to provide your consent prior to the sharing of your
confidential information with the third-party service provider.Furthermare,we will remain responsible for the
work provided by any such third-party service providers.
We understand that your employees will prepare all cash,accounts receivable, or other confirmations we request
and will locate any documents selected by us for testing.We understand that your staff will also prepare the
CAFR.
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At the conclusion of the engagement,we will complete the appropriate sections of the Data Collection Form that
summarizes our audit findings.It is management's responsibility to submit the reporting package(including
financial statements,schedule of expenditures of federal awards,summary schedule of prior audit findings,
auditors' reports,and corrective action plan)along with the Data Collection Form to the federal audit
clearinghouse. We will coordinate with you the electronic submission and certification. If applicable,we will
provide copies of our report for you to include with the reporting package you will submit to pass-through entities.
The Data Collection Form and the reporting package must be submitted within the earlier of 30 days a8er receipt
of the auditors' reports or nine months after the end of the audit period,unless a longer period is agreed to in
advance by the cognizant or oversight agency for audits.
The audit documentation for this engagement is the property of Eide Bailly LLP and constitutes confidential
information.However,pursuant to authority given by law or regulation,we may be requested to make certain
audit documentation available to cognizant or oversight federal agency providing direct or indirect funding,or the
U.S. Government Accountability Office for purposes of a quality review of the audit,to resolve audit findings,or
to carry out oversight responsibilities. We will notify you of any such request. If requested,access to such audit
documentation will be provided under the supervision of Eide Bailly LLP personnel. Furthermore,upon request,
we may provide copies of selected audit documentation to the aforementioned parties.These parties may intend,
or decide,to distribute the copies or information contained therein to others, including other governmental
agencies.
The audit documentation for this engagement will be retained for a minimum of five years after the report release
or for any additional period requested by the Oversight Agency for Audit. If we are aware that a federal awarding
agency,pass-through entity,or auditee is contesting an audit finding, we will contact the party(ies)contesting the
audit finding for guidance prior to destroying the audit documentation.
We expect to begin our audit on approximately May 20,2013 and to issue our reports no later than June 30,2013.
David A.DeZutter is the engagement partner and is responsible for supervising the engagement and signing the
reports or authorizing another individual to sign them.
Our fee for these services will be at our standard hourly rates plus out-of-pocket costs(such as report reproduction,
word processing,postage,travel,copies,telephone,etc). We expect our fees for the 2013 engagement to be
approximately$71,500,broken dow�n\�s follows:
December 31,20L1'fi�n�a�al stat ment audit $45,000
A-133 Federal Compliance Auditing,including compliance
with ARRA funding(estimating 1 program at$8,500 per
program) $ 8,500
PFC audit $ 8,500
Follow up on prior year Yellow Book issues No additional charge
Follow up on prior year A-133 findings No additional charge
Out of pocket costs At Actual—not to exceed
$9,500
GASB 34 Financial Statement Preparation Pitkin County Staff or
Consultant
Consultation,ifrequested $175-250/Hour
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Our standard hourly rates vary according to the degree of responsibility involved and the experience level of the
personnel assigned to your audit. Our invoices for these fees will be rendered each month as work progresses and
are payable on presentation.In accordance with our firm policies,work may be suspended if your account
becomes 90 days or more overdue and may not be resumed until your account is paid in full. If we elect to
terminate our services for nonpayment,our engagement will be deemed to have been completed upon written
notification of termination,even if we have not completed our report(s).You will be obligated to compensate us
for all time expended and to reimburse us for all out-of-pocket costs through the date of termination.The above
fee is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances
will not be encountered during the audit.If significant additional time is necessary,we will discuss it with you
and arrive at a new fee estimate before we incur the additional costs.
Government Auditing Standards require that we provide you with a copy of our most recent external peer review
report and any letter of comment,and any subsequent peer review reports and letters of comment received during
the period of the contract.Our 2011 peer review report accompanies this letter.
DisQute Resolution
The following procedures shall be used to resolve any disagreement,controversy or claim that may arise out of
any aspect of our services or relationship with you,including this engagement,for any reason("Dispute").
Specifically,we agree to first mediate.
Mediation
All Disputes between us shall first be submitted to non-binding mediation by written notice("Mediation Notice")
to the other party. In mediation,we will work with you to resolve any differences voluntarily with the aid of an
impartial mediator. The mediator will be selected by mutual agreement,but if we cannot agree on a mediator,one
shall be designated by the American Arbitration Association("AAA",l.
The mediation will be conducted as specified by the mediator and agreed upon by the parties. The parties agree to
discuss their differences in good faith and to attempt,with the assistance of the mediator,to reach an amicable
resolution of the Dispute.
Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally
by the parties.
Either party may commence suit on a Dispute after the mediator declares an impasse.
Choice of Venue
We both agree to submit any unresolved Dispute to trial by a federal or state court venued in Pitkin County,
Colorado.
No Punitive DamaQes
The exclusive remedy available to you in any adjudication proceeding shall be the right to pursue claims for
actual damages that are directly caused by acts or omissions that are breaches by us of our duties under this
agreement and/or under applicable accounting standards. In no event shall we be liable to you for any punitive or
exemplary damages,or for attorneys' fees.
Time Limitation
The nature of our services makes it difficult,with the passage of time,to gather and present evidence that fully
and fairly establishes the facts underlying any Dispute. We both agree that,notwithstanding any statute of
limitations that might otherwise apply to a Dispute, it is reasonable that you may not bring any legal proceeding
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against us unless it is commenced within twenty-four(24)months("Limitation Period")after the date when we
deliver our report under this agreement to you,regardless of whether we do other services for you or that may
relate to this engagement.
The Limitations Period applies and begins to run even if you have not suffered any damage or loss,or have not
become aware of the existence or possible existence of a Dispute.
Indemnitv
You agree to indemnify Eide Bailly LLP,its partners, affiliates,officers and employees(collectively"Eide
Bailly"),against any losses,including settlement payments,judgments,damage awards,punitive or exemplary
damages,and the costs of litigation(including attorneys' fees)associated with a claim brought by a third-party
and that arises out of or is in any way related to the services provided under this engagement,provided that the
services performed hereunder were performed in accordance with professional standards,in all material respects
and provided that no claim is due to negligence, intentional act or misconduct on the part of Eide Bailly LLP, its
partners,affiliates,officers or employees.
Assi nments Prohibited
You agree that you will not and may not assign,sell,barter or transfex any legal rights,causes of actions,claims
or Disputes you may have against Eide Bailly,its partners,affiliates,officers and employees,to any other person
or party,or to any trustee,receiver or other third party.
We appreciate the oppc�rtunity to be of service to Pitkin County and believe this letter accurately summarizes the
significant terms of our engagement.If you have any questions,please let us know. If you agree with the terms of
our engagement as described in this letter,please sign the enclosed copy and return it to us.
EIDE BAILLY LLP
�� � �
David A.DeZutter,Partner
ACCEPTED BY: Pitkin County
� ��(,'�"�� —
(��,�.--� i�'ti.�'y,dy,/-' Date
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System Review Report
To the Partners of
Eide Bailly LLP �
and the National Peer Review Camrnittee
We have rcviewed thc system of qualiry control for the accounting and auditing praCtice of Eide Bailly
LLP (t�he firm) appticabie to non-SEC issuers in effect for the year ended July 31, 201 t. Our peer review
was COriC�UCC�{� in �CCUTCI1riCC wEth the Standards far Performing and Repnrting on Peer Reviews
establisk��d by th�Peer Review Bc�ard of the�American lnstitute of Certified F'e�blic Accountants. The firr�
is responsible far designing a system of quality control and complying with it to provide tbe firm with
reasanable assurance of perfarming and repartin� in confarmity with applicablc professionat standards in
all matcrial respccts. Our responsibility is ta express an opinion on the design of the system af quality
eontrol and th� firrn's compliance therewith based on aur review. The nature, objectives, seope,
limitations af, and the procedures p�rforrned in a System Review are des�ribed in the standards ai
www.aicpa.argiprsumrnary.
As requircd by the standards, engagements selected for r�view included en�agemenis performed under
the Governm�nt A��diting Standarda, audits of emplayee benefit plans, and audits performed under
FDICIA.
In our opinion, the system of quality cantral for the accounting and audiring practice af Eide Eia911y LLP
applicabte to non-SEC issuers in effect for the ycar ended luly 31, 201 I, has been sustabEy designed and
complicd with to provide the firm with reasonable assurance of g�rfarming anc! reparting in conformity
with �pplicable �rnfessional standards in al! materia! respecis. Firms can receive a rating of pass, �ass
wilh defrcrc�nr.��(ic�s)or fail. Eide Bai11y LLP has received a p�cr r�view rating of pass.
�,���11P� t���I��'� "� R'�� � �...�—�
Cherry, Bekaert&No�land, L.L.P,
Navember 2l, 2011
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