7f. Memo [PDF]

City and County of Broomfield, Colorado

CITY COUNCIL AGENDA MEMORANDUM To: From: Prepared by:

Mayor and City Council Charles Ozaki, City and County Manager Patricia Soderberg, Finance Director Valerie Price, Accounting Manager Meeting Date Agenda Category Agenda Item # September 9, 2014 Consent Agenda 7(f) Proposed Resolution No. 2014-146, Appointing RubinBrown LLP as the Independent Auditor for the City and County of Broomfield and Authorizing an Agreement By and Between the City and Agenda Title: County of Broomfield and RubinBrown LLP to Audit the City and County of Broomfield’s Financial Statements for Fiscal Year 2014.   



Summary Both Colorado law and Broomfield’s Home Rule Charter require an independent audit to be performed of all city and county accounts, on at least an annual basis. According to Broomfield’s charter, the independent auditors are to be selected by Council and must be “certified or registered public accountants, experienced in municipal accounting.” At the conclusion of the 2013 audit, Broomfield’s contract with auditor RubinBrown LLP expired. This firm has been the City and County’s auditor since it acquired the City’s previous audit firm, Bondi & CO LLC on June 1, 2011. At the City Council meeting on April 15, 2014, Council directed staff to issue a Request for Proposals (RFP) for auditing services and invite all qualified firms who responded to interview with the City Council. In response to the RFP, four CPA firms submitted proposals to perform Broomfield’s audit for the year ending December 31, 2014. One of these firms did not have sufficient experience with county audits and was not invited to interview. Three CPA firms were interviewed by Council at the August 19, 2014 study session. Subsequent to the interviews, Council directed staff to negotiate a contract for Council’s consideration designating RubinBrown LLP as the independent auditor (with the understanding that Cheryl Wallace will be the engagement partner) for the City and County of Broomfield for purposes of performing the 2014 audit of the financial records. The firm’s proposal is included as exhibit A to the contract.

Prior Council Action  

Independent City and County Auditor for 2014 – Policy Considerations – discussion and direction will be given at the Council Meeting on April 15, 2014 Study session to conduct interviews of selected firms – August 19, 2014

Financial Considerations As shown in the sources and uses of funds summary below, the independent audit can be completed within the budgeted amount. SOURCES AND USES OF FUNDS 2014 Independent Audit Sources of Funds: Operating Budgets – Various Departments (Finance, Utility Billing, HHS Administration) $ 95,000 Total Funds Available $ 95,000 Uses of Funds: Base Contract with RubinBrown for Independent Audit Services $ 83,000 Contingency to cover additional single audit program reviews, if needed 12,000 Total Uses of Funds $ 95,000 Projected Balance $ 0

Alternatives None.

Proposed Actions/Recommendations Based on the above… That Resolution No. 2014-146 be adopted.

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RESOLUTION NO. 2014-146 A RESOLUTION AUTHORIZING AN AGREEMENT BY AND BETWEEN THE CITY AND COUNTY OF BROOMFIELD AND RUBINBROWN, LLP TO AUDIT THE CITY AND COUNTY OF BROOMFIELD FINANCIAL STATEMENTS FOR FISCAL YEAR 2014 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY AND COUNTY OF BROOMFIELD, COLORADO

Section 1. The firm selected to act as independent auditor for the City and County of Broomfield is RubinBrown, LLP. Section 2. An agreement, in a form approved by the city and county attorney, by and between the City and County of Broomfield and RubinBrown, LLP to audit the City and County of Broomfield financial statements for fiscal year 2014 is authorized. The fee structure for this agreement is summarized on Exhibit A incorporated herein by reference. Section 3. The mayor or mayor pro term is authorized to sign and the city and county clerk to attest the agreement, in form approved by the city and county attorney. Section 4. This resolution is effective upon its approval by the City Council.

APPROVED on September 9, 2014. THE CITY AND COUNTY OF BROOMFIELD, COLORADO

Mayor ATTEST:

City and County Clerk

City & County Attorney

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Exhibit A PRICING STRUCTURE SUBMITTED BY RUBINBROWN LLP Description of Fee Amount Base fee for auditing services associated with the 2014 financial statements and federal expenditures in accordance with OMB A133 (Single Audit). Includes the review of four A-133 programs. A-133 programs in excess of four that require review as part of the Single Audit. Costs associated with additional services, if requested in writing by the city and county. Partner Rate Manager Rate Staff Rate

$83,000

$4,000 per program

$275 per hour $205 per hour $165 per hour

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AN AGREEMENT BY AND BETWEEN THE CITY AND COUNTY OF BROOMFIELD AND RUBINBROWN, LLP FOR INDEPENDENT AUDITING AND FINANCIAL SERVICES 1.0 PARTIES. The parties to this Agreement are the City and County of Broomfield, a Colorado municipal corporation and county, (the “City”) and RubinBrown, LLP, (the “Contractor”), collectively, the “Parties,” or individually, a “Party.” 2.0 RECITALS. The Recitals to this Agreement are incorporated herein by this reference as though fully set forth in the body of this Agreement. 2.1 The City desires the financial auditing and support services for the City’s 2014 Comprehensive Annual Financial Report (CAFR). 2.2 Through Request for Proposals #14-021, incorporated herein by reference, the Contractor’s proposal (Exhibit A) has been determined to be the best value for the City and County. 2.3 The Contractor is a company that has the capacity to perform these services in a timely and efficient manner. 2.4 The Contractor’s engagement letter for the 2014 financial auditing and support services is attached hereto as Exhibit B. 3.0 TERMS AND CONDITIONS. In consideration of the mutual covenants and promises of the Parties contained herein, and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 3.1 TERM: This Agreement shall become effective upon execution by both parties and remains in effect through December 31, 2015 for the purpose of the contractor performing the 2014 audit and services in accordance with the terms and conditions of this agreement. 3.1.1.1 This Agreement may be renewed for four successive one year periods upon mutual consent of both parties. 3.1.2

Term extensions are a prerogative of the City and not a right of the Contractor; and as such will be granted only in the best interest of the City.

3.1.3

Annual renewal periods shall occur during the month of June. Prior to this renewal, staff members from the Finance Department and the City Manager’s Office shall assess the Contractor’s proposed firm fixed pricing and service performance for the purpose of making a recommendation to City Council. 3.1.3.1 The Contractor shall provide annually, a firm fixed pricing proposal to the City’s Finance Department at the time the current audit results are presented to City Council in June of each year. 3.1.3.2 During the successive optional years, the City considers adjustments to schedule and fee changes only upon documented justification by the Contractor. The City reserves the right to negotiate said changes in the best interest of the City.

3.1.4

All annual term extensions are subject to approval by City Council and may only be awarded to the Contractor through resolution passed by City Council.

3.2 SCOPE OF SERVICES: 3.2.1 Participate in the annual audit planning session and work with Broomfield staff to establish a calendar, Prepared by Client List, staff assignments and work paper format. 3.2.2

Express an opinion on the fair presentation of the respective financial position of the governmental activities, the business-type activities, each major fund, and the

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aggregate remaining fund information, and the respective changes in financial position and cash flows, where applicable, thereof, and the respective budgetary comparison for the general fund (basic financial statements) in conformity with accounting principles generally accepted in the United States of America. 3.2.3

Provide a report on internal control over financial reporting and on compliance and other matters based on an audit of the basic financial statements. 3.2.3.1.1 Review and report on control deficiencies, significant deficiencies and/or material weaknesses in internal control. 3.2.3.1.2 Report on non-material weaknesses in internal control, nonmaterial violations in finance related legal and contractual provisions, and recommendations for financial and program management improvements discovered in the course of providing the service above, in the form of a letter to management. A preliminary draft of the management letter shall be presented and discussed with the City Finance Department at the close of field work. 3.2.3.1.3 Review supplementary information required by the Governmental Accounting Standards Board included in the Comprehensive Annual Financial Report. 3.2.3.1.4 Review Broomfield’s Comprehensive Annual Financial Report, including footnotes, and make recommendations for improvements to ensure quality of the report in accordance with the Certificate of Achievement for Excellence in Financial Reporting program outlined by the Government Finance Officers Association.

3.2.4

Review and report on the Schedule of Expenditures of Federal Awards and Schedule of Audit Findings as required by the U.S. Office of Management and Budget Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations. 3.2.4.1.1 Report on Compliance and on Internal Control over Financial Reporting Based on an Audit of Basic Financial Statements Performed in Accordance with Government Auditing Standards. 3.2.4.1.2 Report on Compliance with Requirements Applicable to each Major Program and on Internal Control over Compliance in Accordance with OMB Circular A-133 – up to four programs included in CAFR base services. 3.2.4.1.3 Schedule of Findings and Questioned Costs. 3.2.4.1.4 Schedule of Expenditures of Federal Awards.

3.2.5

Audit work papers and reports must be retained for at least three years, at the auditor’s expense, and available for examination by authorized representatives of the federal cognizant or oversight agency, federal agencies providing direct or indirect funding, the Governmental Accountability Office and the auditee. In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance. 3.2.5.1 Auditor’s personnel shall be available to Broomfield’s staff for answering questions or advising Broomfield on various accounting, tax and employee benefits matters that may arise from time to time, throughout the term of the contract.

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3.2.6

The audit partner must attend a City Council meeting in June of every year to present the financial report and results of the audit to the Mayor and Council members.

3.3 PRICING: Contractor’s pricing for services as outlined in Exhibit B for the 2014 Financial Report is a Firm Fixed Price of $83,000. Any single audit over 4 programs per tested CFDA Number shall be an additional $4,000.00 per program tested. 3.4 INVOICE AND PAYMENT: The Contractor shall submit interim invoices to the City’s Finance Department. The invoice shall reference the appropriate Purchase Order number and a detailed explanation of the work/hours being invoiced. Under no circumstances shall the invoices be submitted to the City in advance. 3.4.1

All payments shall be net 30 days from the acceptance of work or the date of invoice, whichever is later.

3.4.2

City will notify the Contractor of any dispute with respect to an invoice in writing. Each party will use its respective best efforts to resolve any dispute within 180 days

3.5 ILLEGAL ALIEN: If Contractor/Consultant has any employees or subcontractors, Contractor/Consultant shall comply with §8-17.5-101 C.R.S., et seq., regarding Illegal Aliens Public Contracts for Services, and this Contract. By execution of this Contract, Contractor/Consultant certifies that it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and that Contractor/Consultant will participate in either the E-Verify Program or the Colorado Department of Labor (“the Department”) program in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Contract. 3.5.1

Contractor/Consultant shall not: 3.5.1.1 Knowingly employ or contract with an illegal alien to perform work under this Contract; or 3.5.1.2 Enter into a contract with a subcontractor that fails to certify to Contractor/Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract 3.5.1.3 Contractor/Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Work under this Contract through participation in either the E-Verify Program or the Department program. 3.5.1.4 Contractor/Consultant shall not use the E-Verify Program or the Department program to undertake pre-employment screening of job applicants while this Contract is in effect.

3.5.2

If Contractor/Consultant obtains actual knowledge that a subcontractor performing work under this Contract knowingly employs or contracts with an illegal alien, Contractor/Consultant shall: 3.5.2.1 Notify the subcontractor and the City within three days that Contractor/Consultant has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 3.5.2.2 Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to the preceding sub-subparagraph of this subparagraph, the subcontractor does not stop employing or contracting with the illegal alien; except that Contractor/Consultant shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the

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subcontractor has not knowingly employed or contracted with an illegal alien.

3.5.3

Contractor/Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the Department is undertaking pursuant to the authority established in §8-17.5-102(5), C.R.S.

3.5.4

If Contractor/Consultant violates this provision of this Contract, the City may terminate the Contract for a breach of contract. If the Contract is so terminated, Contractor/Consultant shall be liable for actual and consequential damages to the City as required by law.

3.5.5

The City will notify the Office of the Secretary of State if Contractor/Consultant violates this provision of this Contract and the City terminates the Contract for such breach.

3.6 The Contractor will provide all services hereunder in accordance with all applicable law. 4.0 ASSIGNMENT. This Agreement shall not be assigned by the other Party without the prior written consent of the City. 5.0 NOTICES. Any notice required or permitted by this Agreement shall be in writing and shall be deemed to have been sufficiently given for all purposes if personally served or if sent by certified mail or registered mail, postage and fees prepaid, addressed to the Party to whom such notice is to be given at the address set forth on the signature page below, or at such other address as has been previously furnished in writing, to the other Party or Parties. Such notice shall be deemed to have been given when deposited in the mail of the United States Postal Service. 6.0 EXHIBITS. purposes.

All exhibits referred to in this Agreement are by reference incorporated herein for all

7.0 DELAYS. Any delays in or failure of performance by any Party of its obligations under this Agreement shall be excused if such delays or failure are a result of acts of God, fires, floods, strikes, labor disputes, accidents, regulations or orders of civil or military authorities, shortages of labor or materials, or other causes, similar or dissimilar, which are beyond the control of such Party. 8.0 PARAGRAPH CAPTIONS. The captions of the paragraphs are set forth only for the convenience and reference of the Parties and are not intended in any way to define, limit, or describe the scope or intent of this Agreement. 9.0 ADDITIONAL DOCUMENTS OR ACTION. The Parties agree to execute any additional documents or take any additional action that is necessary to carry out this Agreement. 10.0 INTEGRATION AND AMENDMENT. This Agreement represents the entire agreement between the Parties and there are no oral or collateral agreements or understandings. This Agreement may be amended only by an instrument in writing signed by the Parties. If any other provision of this Agreement is held invalid or unenforceable, no other provision shall be affected by such holding, and all of the remaining provisions of this Agreement shall continue in full force and effect. 11.0 DEFAULT. Time is of the essence. If any payment or any other condition, obligation, or duty is not timely made, tendered, or performed by either Party, then this Agreement, at the option of the Party who is not in default, may be terminated by the non-defaulting Party, in which case, the non-defaulting Party may recover such damages as may be proper. If the non-defaulting Party elects to treat this Agreement as being in full force and effect, the non-defaulting Party shall have the right to an action for damages [or for specific performance or for both damages and specific performance]. 12.0 WAIVER OF BREACH. A waiver by any Party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Party.

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13.0

GOVERNING LAW. This Agreement shall be governed by the laws of the State of Colorado.

14.0 BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives, successors, heirs, and assigns, provided that nothing in this paragraph shall be construed to permit the assignment of this Agreement except as otherwise expressly authorized herein. 15.0 INSURANCE. To assure the City that the Contractor is always capable of fulfilling specified indemnification obligations, the Contractor shall purchase and maintain insurance of the kind, in the amounts, and subject to the conditions set forth in the Exhibit C, attached to this Agreement. However, insurance requirements contained in this Agreement shall not be deemed to limit or define obligations of the Contractor as provided elsewhere in this Agreement, and the Contractor should rely on its expertise to obtain additional insurance coverage needed for the City and the Contractor in its performance hereunder. 16.0 INDEMNIFICATION. Contractor expressly agrees to indemnify and hold harmless the City or any of its officers or employees, agents, or officials from any and all claims, damages, liability, or court awards, including costs and attorney's fees, that are or may be awarded as a result of any loss, injury, or damage sustained or claimed to have been sustained by anyone, including but not limited to, any person, firm, partnership, or corporation, in connection with or arising out of any act, omission or act of commission by Contractor or any of its employees or agents in performing work pursuant to this Agreement. In the event that any such suit or action is brought against the City, the City will give timely notice thereof to the other Party. 17.0 EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 18.0 INDEPENDENT CONTRACTOR. The Contractor is an independent contractor as described in section 8-40202(2), C.R.S., and is not entitled to workers' compensation benefits from the City and, further, is obligated to pay federal and state income tax on moneys earned pursuant to this Agreement. 19.0 NO THIRD-PARTY BENEFICIARIES. This Agreement is intended to describe the rights and responsibilities only as to the Parties hereto. This Agreement is not intended and shall not be deemed to confer any rights on any person or entity not named as a Party hereto. 20.0 FINANCIAL OBLIGATIONS OF THE CITY. All financial obligations of the City under this Agreement are subject to appropriation, budgeting, and availability of funds to discharge such obligations. Nothing in this Agreement shall be deemed to pledge the City's credit or faith, directly or indirectly, to the other parties. 21.0 ATTORNEY'S FEES. If any Party breaches this Agreement, the breaching Party shall pay all of the nonbreaching Party's reasonable attorneys' fees and costs in enforcing this Agreement whether or not legal proceedings are instituted. 22.0 NO PRESUMPTION. The Parties to this Agreement and their attorneys have had a full opportunity to review and participate in the drafting of the final form of this Agreement. Accordingly, this Agreement shall be construed without regard to any presumption or other rule of construction against the Party causing the Agreement to be drafted. 23.0 SEVERABILITY. If any provision of this agreement as applied to either Party or to any circumstance shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any other circumstances or the validity, or enforceability of the Agreement as a whole. 24.0 DOCUMENTS. All drawings, computer programs, computer input and output, analyses, plans, tests, maps, surveys, electronic files, and written material of any kind generated in the performance of this Agreement or developed specifically for work performed under this Agreement shall remain the sole and exclusive property of the City, and the other Party shall not provide copies of any such material to anyone without the express written consent of the City. 25.0 EXECUTION REQUIRED. This Agreement shall not be binding upon any Party hereto unless and until the Parties have executed this Agreement. 26.0 TERM. This Agreement shall become effective upon its execution by the City for a period of one year from the date of its execution.

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27.0 TERMINATION. This Agreement may be terminated at any time by either Party by giving 60 days written notice to the other Party. The City shall pay the other Party for work performed to the date of delivery of the termination notice. 28.0 MINOR CHANGES. The Parties executing this Agreement are authorized to make non substantive corrections to this Agreement and attached exhibits, if any, as they consider necessary. 29.0 DAYS. If the day for any performance or event provided for herein is a Saturday, a Sunday, a day on which national banks are not open for the regular transactions of business, or a legal holiday pursuant to section 24-11-101(1), C.R.S., such day therefore shall be extended until the next day on which such banks and state offices are open for the transaction of business. 30.0 GOOD FAITH OF PARTIES. In the performance of this Agreement or in considering any requested approval, acceptance, or extension of time, the Parties agree that each will act in good faith and will not act unreasonably, arbitrarily, capriciously, or unreasonably withhold, condition, or delay any approval, acceptance, or extension of time required or requested pursuant to this Agreement. 31.0 SURVIVAL OF OBLIGATIONS. The obligations contained in this Agreement that are not fully performed as of termination shall survive termination and shall continue to bind the Parties until fully performed. 32.0 CONFLICTS WITHIN THE CONTRACT DOCUMENTS. In the event that conflicts exist within the terms and conditions of this Agreement and the attached and/or referenced Agreement documents or exhibits the former shall supersede. 33.0

PROTECTION OF INFORMATION. 33.1 CONFIDENTIALITY: The Contractor agrees to appropriately protect information that is confidential pursuant to all applicable law (hereinafter referred to as “Confidential Information”), which information includes, but is not limited to, Personal Health Information (PHI) pursuant to the Health Insurance Portability and Accountability Act (HIPAA) or information that is exempt from disclosure under the Colorado Open Records Act (CORA). 33.2 NON-USE: The Contractor agrees to use Confidential Information solely in accordance with the terms of this Agreement and to sign confidentiality agreements as requested by the City. 33.3 NON-DISCLOSURE: The Contractor agrees not to disclose Confidential Information to third parties without the prior written consent of any party whose consent is required pursuant to applicable law.

34.0 ACTIONS TO PREVENT DISCLOSURE. The Contractor will (at its own expense) take all actions necessary to restrain its employees, agents and representatives from making any unauthorized use or disclosure of any of the Confidential Information. 35.0 PARTIES NOT PARTNERS. Notwithstanding any language in this Agreement or any other agreement, representation, or warranty to the contrary, the Parties shall not be deemed to be partners or joint venturers, and neither Party shall be responsible for any debt or liability of the other Party. 36.0 HOLD HARMLESS. To the extent allowed by law, the City will hold harmless the Contractor and its partners, principals, and employees from any claims, liabilities, losses and costs arising from a knowing misrepresentation by a member of the management of the City, regardless of whether such person was acting in the best interests of the City.

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IN WITNESS WHEREOF, this Agreement shall be executed by the Parties hereto in their respective names as of September 9, 2014.

THE CITY AND COUNTY OF BROOMFIELD A Colorado municipal corporation and county

Randy Aherns, Mayor One DesCombes Drive, Broomfield, CO 80020

Deputy City and County Clerk

APPROVED AS TO FORM:

City and County Attorney ATTEST:

Deputy City and County Clerk

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RUBINBROWN, LLP

_______________________________________ By: Cheryl L. Wallace, CPA, Partner 1900 16th Street, Suite 300 Denver, CO 80202

STATE OF COLORADO County of ___________________

) ) ss. )

The foregoing instrument was acknowledged before me this _____ day of _____________, 2014 by Cheryl Wallace as Partner for RubinBrown LLP.

(SEAL)

__________________________________ Notary Public

My Commission expires: ____________________

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Proposal to Provide Professional Services to

City and County of Broomfield, Colorado Request For Proposal Subject: Request for Proposal #14-021: Independent Auditing Service of Financial Statements-City Council Proposal Due Date:

June 25, 2014 2:00 p.m. Name of Bidding Firm: RubinBrown LLP Contact Person: Rodney E. Rice, CPA - Partner Address: 1900 16 Street, Suite 300 Denver, Colorado 80202 th

Direct Dial Number: 303.952.1233

7(f) - Page 12 www.rubinbrown.com

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Contents

Tab 1 – Administrative  Vendor’s Authority Statement  Acknowledgement to Addendum One  Acknowledgement to Addendum Two 

Tab 2 – Statement of Qualifications  Attachment Two  Audit Quality Report (includes Quality Control Review Report) 

Tab 3 – Scope of Work and Compliance  2014 Audit Timeline  Customer Service Plan  Technical Accounting Capabilities 

Tab 4 – Contract Support  References  Current Contracted Client List  Planned Support Staff Qualifications  Engagement Team Biographies 

Tab 5 – Completed Pricing Sheet  Attachment One  Schedule of Professional Fees  Form W-9 

Proposal to provide professional services to City and County of Broomfield

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Tab 1 – Administrative

Proposal to provide professional services to City and County of Broomfield

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Tab 2 – Statement of Qualifications

Proposal to provide professional services to City and County of Broomfield

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Attachment Two Independent Auditing Service of Financial Statements-City Council STATEMENT OF QUALIFICATIONS an accounting

1. How many years has your organization been in business as a printing services company under: Present business name

RubinBrown LLP ____________________________________

Present ownership

A partnership entity ____________________________________

2. How many years has the company been in continuous operation doing this type of work?

62 ____________________________________ 3. Has any officer or partner of your organization ever been an officer or partner of some other organization that failed to complete a contract? Not to our knowledge. _________________________________________________________ If so, state name of individual, other organization, and give full details: ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ 4. Has any officer or partner of your organization ever failed to complete a contract handled in his/her own name?

Not to our knowledge. ____________________________________________________________________ If so, state name of individual, and give full details: ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ 5. Has your company ever failed to complete any work awarded to it? If so, explain:

In a few instances, due to matters outside of ____________________________________________________________________ our control, there have been contracts awarded to RubinBrown that were not completed. ____________________________________________________________________ Any instances of work not completed would have been due to matters outside of our control. ____________________________________________________________________

Request for Proposal Independent Auditing of Financial Statements Page 20

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6. Within the past five years, have you requested that a contract dispute to be resolved through arbitration or litigation? If yes, explain. From time to time, RubinBrown has been subject to lawsuits. ____________________________________________________________________ In all cases within the past five years, the Firm and the ____________________________________________________________________ parties involved have resolved the disputes and signed ____________________________________________________________________ mutual releases. The RubinBrown partners that would serve your ____________________________________________________________________ engagement have not been involved or named in any of the before mentioned ____________________________________________________________________ suits. 7. In what other business does your company actively participate? RubinBrown LLP does not actively participate in any ____________________________________________________________________ other business outside of public accountancy. ____________________________________________________________________ ____________________________________________________________________ 8. What percentage of work is normally performed on site? 80% ____________________________________________________________________ 9. What is the firm’s level of experience with these types of projects and have you performed services for governmental entities? RubinBrown currently services over 160 governmental organizations _____________________________________________________________________ with hundreds of others served over our 62 year history. _____________________________________________________________________ Governmental entities constitute approximately 65% of our Denver office assurance services client service hours. _____________________________________________________________________ 10. Please attach most current Quality Control Review Report Open, any comments you would like to provide: We have attached our Audit Quality Report which is a voluntarily ____________________________________________________________________ prepared summary to the marketplace of the systems, procedures ____________________________________________________________________ and internal controls instituted within RubinBrown to ensure ____________________________________________________________________ that we conduct all audit, and other assurance services, at the ____________________________________________________________________ highest possible standards of quality, integrity, and objectivity. ____________________________________________________________________ Our most recent Peer Review and Public Company Accounting ____________________________________________________________________ Oversight Board reports are contained within this Audit ____________________________________________________________________ Quality Report. ____________________________________________________________________

Request for Proposal Independent Auditing of Financial Statements Page 21

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>certified public accountants & business consultants

AUDIT QUALITY REPORT JANUARY 2014

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RUBINBROWN AUDIT QUALITY REPORT

Table of Contents

1 2 3 3 4 5

Introduction Letter Firm Leadership Independence, Objectivity and Skepticism Engagement Acceptance and Continuance Audit Methodology Professional Development and Competency

Hiring, Training and Advancement

5

Monitoring



6

PCAOB Inspection



6

AICPA Peer Review



6

Internal Inspection



8 9

5

7

Firm Organization and Structure

Assurance Services Leaders Appendix

9

Peer Review

10 PCAOB Inspection

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RUBINBROWN AUDIT QUALITY REPORT

January 2014 To our clients, friends and other stakeholders: We are pleased to present our first ever audit quality report. Audit quality reporting is an emerging issue in our profession. Clients, prospective clients, bankers, shareholders, regulators and other stakeholders are increasingly interested in ways to measure and judge the quality of an audit. While superior quality and service has always been our first core value, we have not previously shared publicly the various elements that make up our commitment to quality. This audit quality report begins with a discussion of leadership and “tone at the top”. We believe that audit quality starts with a strong commitment to quality from senior leadership. We then discuss the importance of independence, objectivity and skepticism. These are a cornerstone to the audit process. The report also describes our processes for engagement acceptance, continuance, and audit methodology. These processes are designed to ensure the delivery of high quality audits. Finally, we discuss professional development and competency, as audit quality ultimately requires dedicated and experienced professionals to make the complex human judgments required in an audit engagement. We look forward to any feedback you have for us and thank you for your interest in this important topic. Sincerely,

James G. Castellano, CPA, CGMA | Chairman

John F. Herber, Jr., CPA, CGMA | Managing Partner

Frederick R. Kostecki, CPA | Assurance Services Chairman

WWW.RUBINBROWN.COM

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RUBINBROWN AUDIT QUALITY REPORT

Mission Statement

Firm Leadership

RubinBrown helps its clients build and protect value,

RubinBrown’s leaders are fully committed to audit quality. That

while at all times honoring

commitment is reflected by the firm’s mission statement and core values.

the responsibility to serve

RubinBrown’s reputation for superior quality and service is one of our

the public interest.

most valuable assets. This asset is entrusted with each team member and is protected without compromise. The firm’s leaders reinforce the commitment to audit quality and adherence to all professional

Core Values >1 Superior Quality & Service >2 Devotion to the People of RubinBrown >3 Teamwork

standards through regular, internal communications to team members, and continued investments in quality control systems. Due to the growth of RubinBrown and the increasingly complex economic and regulatory environment, significant investments have been made in quality infrastructure over the past several years. The quality control system is based on the firm’s Quality Control Document, which covers the following areas: > Leadership Responsibility for Quality > Relevant Ethical Requirements

>4 Objectivity & Integrity >5 Competence

> Client Acceptance and Continuance of Engagements > Human Resources > Engagement Performance

>6 Devotion to our Community

> Monitoring

& Profession >7 Innovation & Continuous Improvement >8 Vision >9 Having Fun

WWW.RUBINBROWN.COM

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RUBINBROWN AUDIT QUALITY REPORT

Independence, Objectivity and Skepticism Independence is a cornerstone to the audit

the firm’s leaders frequently consult with team

process. We must be independent in both fact

members on questions of independence to

and appearance to comply with professional

ensure strict compliance.

standards and to honor our responsibility to serve the public interest. RubinBrown has a written conflict of interest policy and independence systems in place that ensure the firm is independent of our audit clients at all times. Further, each team member must certify their independence annually and selected certifications are independently tested. The determination of independence under professional standards can be complex, and

An auditor must be objective and maintain professional skepticism throughout the audit. Each team member receives annual training and frequent reminders on these topics. Team members are also encouraged to express their views, even if they are dissenting views. As a final safeguard, the firm has a whistleblower policy, including an anonymous internet based hotline to report questionable activity.

Engagement Acceptance and Continuance RubinBrown has written engagement acceptance policies that require an analysis of the prospective client, including an assessment of the integrity of management. Each new audit client must be approved by firm leadership before final acceptance as a client. RubinBrown takes great care to only accept clients where the firm’s resources and expertise are compatible with the clients’ needs. We also review the firm’s existing audit clients for continuance annually. This process includes an analysis of changes in the client’s businesses, management, and engagement risks and is reviewed by firm leadership. While it is an uncommon occurrence, RubinBrown has disengaged from client relationships in order to protect the firm’s professional reputation and uphold our responsibility to serve the public interest.

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RUBINBROWN AUDIT QUALITY REPORT

Audit Methodology The firm’s audit methodology starts with the

RubinBrown’s policy of required and

assignment of an appropriate engagement

recommended consultations provide guidance

team. Each audit is led by a partner, who

to team members facing these types of

assembles the engagement team with

situations. Firm leadership promotes both formal

audit team members and firm specialists, as

and informal consultations to ensure compliance

appropriate. Firm leadership periodically reviews

with professional standards and to provide

the engagement teams to ensure that the

a learning environment for team members.

appropriate level of expertise is present in each

RubinBrown’s culture encourages team members

team. Engagement team composition, including

to collaborate and consult with staff, managers

the engagement partner, is monitored to ensure

and partners in order to reach appropriate

that all team members have adequate time

accounting and audit conclusions so that “no

capacity to complete engagements with the

one is on an island”.

highest quality. Firm specialists supplement the core audit team to assist in areas such as income taxes, valuation and complex accounting matters.

RubinBrown’s audit results are reported to those charged with corporate governance, which may be an audit committee, board of directors, or similar group. Our communications include

The engagement team prepares an audit plan

the planned scope of the audit, significant

using a “top-down” risk assessment approach.

accounting issues and estimates, corrected and

This approach considers the risks of material

uncorrected misstatements, material weaknesses

misstatement within the financial statements

and significant deficiencies in internal controls

and the client’s internal control structure. The

over financial reporting, and independence

engagement team discusses the risks of material

matters.

misstatements, including risks of fraud. Once an audit plan is prepared, it is executed by the audit team under the supervision of the engagement partner. The engagement partner is responsible for leading the audit team and reinforcing the importance of objectivity and professional skepticism. For all public company audits, a second partner performs a pre-issuance engagement quality review. A risk based selection of other audits is also subjected to the pre-issuance engagement quality review process.

The audit team documents its work electronically in a secure audit software. The audit documentation includes evidence of the planning, performance and review of audit tests, and the overall conclusions reached in the audit. After the completion of an audit, the audit documentation is electronically locked, so no changes can be made after the documentation completion date without following the relevant professional standards. Audit files are archived in accordance with the firm’s record retention

In today’s business environment, audit teams

policies, which comply with professional

frequently encounter complex transactions.

standards.

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RUBINBROWN AUDIT QUALITY REPORT

Professional Development and Competency Hiring, Training and Advancement RubinBrown devotes significant resources to recruit and retain the highest quality entry-level and experienced talent. New team members receive training in the firm’s audit methodology, professional standards and ethics. Each team

> Center for Audit Quality (focused on public companies) > Employee Benefit Plan Audit Quality Center > Governmental Audit Quality Center

member has a Career Advocate to help to set

Additionally, several team members have served

professional goals and monitor performance.

on national AICPA committees, including the

Team members are evaluated on performance

Private Company Practice Section Technical

and given feedback that is the basis for

Issues Committee and the Professional Ethics

additional training, as well as compensation

Executive Committee. Finally, RubinBrown’s

and advancement decisions. On average,

Chairman, Jim Castellano, was the Chairman of

each team member receives over 60 hours

the Board of the AICPA during the “Enron Crisis”

of training annually that consists of required

and testified before Congress in 2002 on behalf

training and specific training based on the team

of the profession.

member’s focus and specialization. RubinBrown offers flexible work programs to eligible team members, in order to retain top performers

Monitoring

while giving them the flexibility to meet personal

Monitoring is an important part of the firm’s

responsibilities.

commitment to audit quality, and integral to our culture of continuous improvement. Internal and

Auditing often requires difficult judgments, which

external reviews of our audit quality allow us to

is why experienced RubinBrown partners lead the

continuously scrutinize our audit methodology

audits. On average, our assurance partners have

and execution. RubinBrown uses the results of this

over 20 years of experience in the auditing and

monitoring to determine where additional firm

accounting profession, and use that experience

guidance and training are necessary, and how

to ensure the highest quality audit.

team member performance could be improved.

RubinBrown is committed to active involvement in the accounting and auditing profession. Through our involvement, we are able to provide leadership to the entire profession and exchange ideas with other thought leaders. The firm is a member of the American Institute of Certified Public Accountants (AICPA) as well as the following AICPA quality groups:

We are subject to external review by the Public Company Accounting Oversight Board (PCAOB), the U.S. Department of Labor, Offices of Inspector Generals, state regulators, and the accounting firm performing our peer review. Additionally, we have internal monitoring programs, some of which are covered in more detail on the following pages.

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RUBINBROWN AUDIT QUALITY REPORT

PCAOB Inspection

AICPA Peer Review

One of the key provisions of the Sarbanes-Oxley

The firm participates in the AICPA peer review

Act of 2002 (the Act) was the formation of

program that requires a triennial review of

the PCAOB. In accordance with the Act, the

our system of quality control for our non-SEC

PCAOB conducts inspections of registered public

accounting and auditing practice. The purpose

accounting firms to assess their compliance with

of the AICPA peer review program is to serve

the Act, the rules of the PCAOB and SEC, and

as a bridge between the PCAOB’s inspection

professional standards in connection with the

program and the firm’s state licensing and

audits of SEC issuers. For firms that audit less than

other federal regulatory practice monitoring

100 issuers, the PCAOB conducts inspections tri-

requirements.

annually.

The most recent peer review of RubinBrown’s

Because the inspection process is intended to

non-SEC accounting and auditing practice was

be a constructive process, the Act provides that

completed by Postlethwaite & Netterville for

a section of the PCAOB inspection report will

the year ended May 31, 2013. In peer reviews,

have limited distribution to specific regulators. An

firms can receive a rating of pass, pass with

inspected firm with noted deficiencies has one

deficienc(ies) or fail. Postlethwaite & Netterville

year in which to address them to the PCAOB’s

issued a pass opinion dated August 22, 2013. The

satisfaction. Only deficiencies that are not

report is included in the appendix.

satisfactorily remedied are reported publicly. The report describes the procedures performed during the inspection.

Internal Practice Monitoring RubinBrown conducts an annual internal inspection program (Assurance Quality Review

During 2012, the PCAOB performed its third

or AQR) that assesses the quality of our work for

inspection of RubinBrown. The inspection

a cross-section of assurance engagements. The

consisted of a review of firm processes, policies

objective of the AQR program is to evaluate

and procedures. The inspection also included

the design and operating effectiveness of the

a review of audit engagements, looking at

firm’s quality control policies and procedures

our audit documentation and making inquiries

for our accounting and auditing practice. The

of the audit engagement teams. The PCAOB

AQR is conducted by team members who are

issued RubinBrown’s 2012 inspection report

not involved with the particular engagement

on November 30, 2012, which contains no

being inspected. The AQR program also aids our

comments from the PCAOB. The inspection

efforts to continually indentify areas where we

report is included in the appendix.

can improve our performance or enhance our policies and procedures. Based on the results of our 2013 internal inspection, we concluded that the system of quality control for our accounting and auditing practice has been designed and operates in a manner so as to provide the firm with reasonable assurance of complying with professional standards.

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RUBINBROWN AUDIT QUALITY REPORT

Firm Organization and Structure

RubinBrown is an independent member of

The firm is a limited liability partnership, owned

Baker Tilly International, the world’s eighth

by individual partners of the firm. The firm is

largest accounting firm network. Membership

governed by its board of directors, consisting of

in the Baker Tilly International network gives

seven partners. The board of directors oversees

the firm access to subject matter experts as

the firm’s audit practice, approves compensation

needed, and to benchmark audit quality best

and promotions, and is responsible for monitoring

practices. RubinBrown meets regularly with

the performance of the firm’s leadership team.

fellow member firms, including formal meetings

The firm’s Risk Management, Compensation and

with both the North American and International

Finance committees report directly to the board

audit and accounting committees. RubinBrown

of directors.

has developed strong relationships with other

The firm is organized by industry specialization. This allows our team members to focus on a few industries, and have a greater understanding

member firms, which strengthens the quality of our collaboration on international audit engagements.

of all of the issues impacting those industries. The result is increased audit quality, as our team members are more in tune with unique industry accounting and auditing issues. RubinBrown’s auditing and assurance practice is the firm’s largest source of revenue. Revenue by service line for our fiscal year ended May 31, 2013, is as follows:

> 156 firms > 131 countries > $3.3+ billion global aggregate fee income > 26,000 personnel * fiscal year 2012 data

Tax Compliance & Consulting

Audit / Assurance

48%

40%

Business Advisory Services

12%

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RUBINBROWN AUDIT QUALITY REPORT

Assurance Services Leaders

Fred Kostecki, CPA Partner-In-Charge, Assurance Services Group 314.290.3398 [email protected]

Rodney Rice, CPA Partner-In-Charge, Denver Assurance Practice 303.952.1233 [email protected]

Todd Pleimann, CPA Kansas City Managing Partner and Partner-In-Charge, Kansas City Assurance Practice 913.499.4411 [email protected]

WWW.RUBINBROWN.COM

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Appendix | Peer Review

A Professional Accounting Corporation Associated Offices in Principal Cities of the United States

www.pncpa.com

System Review Report

To the Partners of RubinBrown LLP and the National Peer Review Committee We have reviewed the system of quality control for the accounting and auditing practice of RubinBrown LLP (the firm) applicable to non-SEC issuers in effect for the year ended May 31, 2013. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants. As a part of our peer review, we considered reviews by regulatory entities, if applicable, in determining the nature and extent of our procedures. The firm is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Our responsibility is to express an opinion on the design of the system of quality control and the firm’s compliance therewith based on our review. The nature, objectives, scope, limitations of, and the procedures performed in a System Review are described in the standards at www.aicpa.org/prsummary. As required by the standards, engagements selected for review included engagements performed under Government Auditing Standards; audits of employee benefit plans and examinations of service organizations (SOC 1). In our opinion, the system of quality control for the accounting and auditing practice of RubinBrown LLP, applicable to non-SEC issuers in effect for the year ended May 31, 2013, has been suitably designed and complied with to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Firms can receive a rating of pass, pass with deficiency(ies) or fail. RubinBrown LLP has received a rating of pass.

Baton Rouge, Louisiana August 22, 2013

8550 United Plaza Blvd, Suite 1001

• Baton Rouge, LA 70809 • Tel: 225.922.4600

•

Fax: 225.922.4611

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Appendix | PCAOB Inspection

1666 K Street, N.W. Washington, DC 20006 Telephone: (202) 207-9100 Facsimile: (202) 862-8433 www.pcaobus.org

Report on 2012 Inspection of RubinBrown LLP (Headquartered in St. Louis, Missouri)

Issued by the

Public Company Accounting Oversight Board November 30, 2012

PCAOB RELEASE NO. 104-2013-028

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Appendix | PCAOB Inspection

PCAOB Release No. 104-2013-028

Notes Concerning this Report 1. Portions of this report may describe deficiencies or potential deficiencies in the systems, policies, procedures, practices, or conduct of the firm that is the subject of this report. The express inclusion of certain deficiencies and potential deficiencies, however, should not be construed to support any negative inference that any other aspect of the firm's systems, policies, procedures, practices, or conduct is approved or condoned by the Board or judged by the Board to comply with laws, rules, and professional standards. 2. Any references in this report to violations or potential violations of law, rules, or professional standards should be understood in the supervisory context in which this report was prepared. Any such references are not a result of an adversarial adjudicative process and do not constitute conclusive findings of fact or of violations for purposes of imposing legal liability. Similarly, any description herein of a firm's cooperation in addressing issues constructively should not be construed, and is not construed by the Board, as an admission, for purposes of potential legal liability, of any violation. 3. Board inspections encompass, among other things, whether the firm has failed to identify financial statement misstatements, including failures to comply with Securities and Exchange Commission ("SEC" or "Commission") disclosure requirements, in its audits of financial statements. This report's descriptions of any such auditing failures necessarily involve descriptions of the apparent misstatements or disclosure departures. The Board, however, has no authority to prescribe the form or content of an issuer's financial statements. That authority, and the authority to make binding determinations concerning whether an issuer's financial statements are misstated or fail to comply with Commission disclosure requirements, rests with the Commission. Any description, in this report, of financial statement misstatements or failures to comply with Commission disclosure requirements should not be understood as an indication that the Commission has considered or made any determination regarding these issues unless otherwise expressly stated.

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Appendix | PCAOB Inspection

PCAOB Release No. 104-2013-028

2012 INSPECTION OF RUBINBROWN LLP In 2012, the Public Company Accounting Oversight Board ("PCAOB" or "the Board") conducted an inspection of the registered public accounting firm RubinBrown LLP ("the Firm"). The Board is issuing this report of that inspection in accordance with the requirements of the Sarbanes-Oxley Act of 2002 ("the Act"). The Act restricts the Board from publicly disclosing portions of an inspection report that discuss certain types of deficiencies or certain other nonpublic information. 1/ Because the inspection did not identify instances of such deficiencies, and because the report does not otherwise disclose protected information, the Board is making the entire report available to the public.

1/

The Board has elsewhere described in detail its approach to making inspection-related information publicly available consistent with legal restrictions. See Statement Concerning the Issuance of Inspection Reports, PCAOB Release No. 1042004-001 (August 26, 2004).

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Appendix | PCAOB Inspection

PCAOB Release No. 104-2013-028 Inspection of RubinBrown LLP November 30, 2012 Page 2

PART I INSPECTION PROCEDURES AND CERTAIN OBSERVATIONS Members of the Board's inspection staff ("the inspection team") conducted primary procedures for the inspection from July 30, 2012 to August 2, 2012. These procedures were tailored to the nature of the Firm, certain aspects of which the inspection team understood at the outset of the inspection to be as follows: Number of offices

3 (Denver, Colorado; Overland Park, Kansas; and St. Louis, Missouri)

Ownership structure

Limited liability partnership

Number of partners

27

Number of professional staff 2/

285

Number of issuer audit clients 3/

11

2/

"Professional staff" includes all personnel of the Firm, except partners or shareholders and administrative support personnel. The number of partners and professional staff is provided here as an indication of the size of the Firm, and does not necessarily represent the number of the Firm's professionals who participate in audits of issuers or are "associated persons" (as defined in the Act) of the Firm. 3/

The number of issuer audit clients shown here is based on the Firm's selfreporting and the inspection team's review of certain information for inspection planning purposes. It does not reflect any Board determination concerning which, or how many, of the Firm's audit clients are "issuers" as defined in the Act. In some circumstances, a Board inspection may include a review of a firm's audit of financial statements and internal control over financial reporting ("ICFR") of an issuer that ceased to be an audit client before the inspection, and any such former clients are not included in the number shown here.

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Appendix | PCAOB Inspection

PCAOB Release No. 104-2013-028 Inspection of RubinBrown LLP November 30, 2012 Page 3

Board inspections are designed to identify and address weaknesses and deficiencies related to how a firm conducts audits. 4/ To achieve that goal, Board inspections include reviews of certain aspects of selected audits performed by the firm and reviews of other matters related to the firm's quality control system. In the course of reviewing aspects of selected audits, an inspection may identify ways in which a particular audit is deficient, including failures by the firm to identify, or to address appropriately, respects in which an issuer's financial statements do not present fairly the financial position, results of operations, or cash flows of the issuer in conformity with Generally Accepted Accounting Principles ("GAAP"). 5/ It is not the purpose of an inspection, however, to review all of a firm's audits or to identify every respect in which a reviewed audit is deficient. Accordingly, a Board inspection report should not be understood to provide any assurance that the firm's audits, or its issuer clients' financial statements or reporting on internal control, are free of any deficiencies not specifically described in an inspection report. A.

Review of Audit Engagements

The inspection procedures included a review of aspects of the Firm's auditing of financial statements of three issuers. The scope of this review was determined according to the Board's criteria, and the Firm was not allowed an opportunity to limit or influence the scope. This review did not identify any audit performance issues that, in the inspection team's view, resulted in the Firm failing to obtain sufficient appropriate audit evidence to support its opinion on the issuer's financial statements or ICFR.

4/ This focus on weaknesses and deficiencies necessarily carries through to reports on inspections and, accordingly, Board inspection reports are not intended to serve as balanced report cards or overall rating tools. 5/

When it comes to the Board's attention that an issuer's financial statements appear not to present fairly, in a material respect, the financial position, results of operations, or cash flows of the issuer in conformity with GAAP, the Board's practice is to report that information to the SEC, which has jurisdiction to determine proper accounting in issuers' financial statements.

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Appendix | PCAOB Inspection

PCAOB Release No. 104-2013-028 Inspection of RubinBrown LLP November 30, 2012 Page 4

B.

Review of Quality Control System

In addition to evaluating the quality of the audit work performed on specific audits, the inspection included review of certain of the Firm's practices, policies, and procedures related to audit quality. This review addressed practices, policies, and procedures concerning audit performance, training, compliance with independence standards, client acceptance and retention, and the establishment of policies and procedures. The inspection team did not identify anything that it considered to be a quality control defect that warrants discussion in a Board inspection report. END OF PART I

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Appendix | PCAOB Inspection

PCAOB Release No. 104-2013-028 Inspection of RubinBrown LLP November 30, 2012 Page 5

PART II RESPONSE OF THE FIRM TO DRAFT INSPECTION REPORT Pursuant to section 104(f) of the Act, 15 U.S.C. § 7214(f), and PCAOB Rule 4007(a), the Firm provided a written response to a draft of this report. Pursuant to section 104(f) of the Act and PCAOB Rule 4007(b), the Firm's response, minus any portion granted confidential treatment, is attached hereto and made part of this final inspection report.

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Appendix | PCAOB Inspection

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p 17 7(f) - Page 40

RubinBrown is one of the nation’s largest accounting and business consulting firms, with more than 400 team members working from offices in Denver, Kansas City and Saint Louis. Founded in 1952, the firm’s award-winning team members hold leadership roles in both national and local accounting organizations and have worked to establish best practices in accounting within specific industry segments. RubinBrown is an independent member of Baker Tilly International, a network of 156 independent firms in 131 countries.

Denver Office

Kansas City Office

Saint Louis Office

1900 16th Street

10975 Grandview Drive

One North Brentwood

Suite 300

Building 27, Suite 600

Suite 1100

Denver, Colorado 80202

Overland Park, Kansas 66210

Saint Louis, Missouri 63105

ph: 303.698.1883

ph: 913.491.4144

ph: 314.290.3300

fax: 303.777.4458

fax: 913.491.6821

fax: 314.290.3400

FOR MORE INFORMATION, VISIT WWW.RUBINBROWN.COM 7(f) - Page 41

Tab 3 – Scope of Work and Compliance

Proposal to provide professional services to City and County of Broomfield

7(f) - Page 42

Tab 3 – Scope of Work and Compliance

2014 Audit Timeline The segmentation of the engagement outlined below is based on our understanding of your organization’s needs and prioritization of deadlines as outlined in your Request for Proposal. Our goal is to always meet these deadlines. As such, we are always flexible and happy to modify this service plan as necessary to achieve this. Work Activity Interim Work

Anticipated Timing Last week of November

Confirmations – Bank

Mid-January

Confirmations – Other (scope and selection provided by RubinBrown, confirmations prepared by staff)

Mid-January

Workpapers prepared and statements drafted by the City and County staff

Last week in March

On-site audit work beginning date

Last week in March

Draft Management Letter

3rd week in April

Opinion Letter

1st Week in May

Completed CAFR to printers

Completed CAFR presented to City Council

Proposal to provide professional services to City and County of Broomfield

Mid-May

June meeting

7(f) - Page 43

Tab 3 – Scope of Work and Compliance

Customer Service Plan Our concept of comprehensive service to clients goes far beyond the once-ayear performance of audit services. We believe that truly responsive service requires a work plan with continuous attention, which means being available to you and your management staff throughout the year. We take a constructive approach to serving clients and are committed to the affairs of our clients on a continuous basis. This work plan blends both technical audit and general industry experience into a constructive service concept. We understand the City and County is looking for proposals to perform audit services for the fiscal year ending December 31, 2014, with options for 20152018. We have the experience, approach and methodology to meet your needs. Our three-step approach to this engagement emphasizes quality and efficiency. Phase I – Initial Planning Phase II – Interim and Risk Assessment Procedures Phase III – Year-End-Fieldwork Our approach to the audit of the City and County is summarized in the phases that follow.

Proposal to provide professional services to City and County of Broomfield

7(f) - Page 44

Tab 3 – Scope of Work and Compliance

Engagement Process

Phase I – Initial Planning

Phase I: Initial Planning

The initial planning phase of an audit is critical to its successful completion. The work plan must recognize both the specific needs of the City and County and the standards of our profession, yet it must also be flexible enough to respond to change. We begin our work by developing our plan for the audit in cooperation with the City and County. This phase precedes review and evaluation of internal controls and preparation of the audit plan and will include partner and manager participation. The principal steps in the initial planning process include: 

Meet with the City and County’s management to confirm our understanding of the scope of our engagement and time requirements and to determine any specific areas to focus on during the audit.



Set dates for meetings and discuss timing of the phases of the engagement and determine the extent of participation by management in each phase.



Perform planning procedures, including analytical procedures as well as examining financial, statistical and budget data to help identify trends, risks, fluctuations and relationships that may require further analysis.

Phase II – Interim Fieldwork

Phase III – Year-End Fieldwork

Proposal to provide professional services to City and County of Broomfield

7(f) - Page 45

Tab 3 – Scope of Work and Compliance

Engagement Process

Phase I – Initial Planning

Phase II – Interim Fieldwork

Phase III – Year-End Fieldwork

Phase II: Interim and Risk Assessment Procedures

A most important factor in determining the scope of the audit is the assessment of risk and the understanding of the City and County’s internal controls. Current auditing standards require a risk-based approach to the financial statement audit that entails: 

An in-depth understanding of the entity and its environment, including its internal controls. This knowledge will be used to identify the risk of material misstatement in the financial statements and what the entity is doing to mitigate that risk.



A rigorous risk assessment of potential financial misstatements based on that understanding.



A linkage between the assessed risks and the nature, timing and extent of audit procedures performed in response to those risks.

Prior to year-end fieldwork, we will review, document and test the City and County’s internal controls relevant to financial reporting as required by generally accepted auditing standards and Government Auditing Standards. These risk assessment procedures include documenting processes, key internal controls within these processes, discussions regarding entity level (top) controls, activity level controls and system walk-throughs. Management assistance (providing system process descriptions and internal control documentation and making time available for discussions) will be required. We will also conduct fraud-assessment steps consisting of interviews and the identification of potential fraud risk areas, if any. Our review of internal control will also include a review and analysis of the internal controls of the City and County’s information technology systems. Our work programs will then be designed specifically to respond to the risks that we have identified in the City and County’s processes and controls. 

These interim and risk assessment procedures are expected to take place at a mutually agreed upon time and will include one supervisor and two to three staff members in your office for two to three weeks. Partner and manager oversight will be provided on-site.



We will review our audit plans and programs for year-end procedures with the City and County management and adjust as appropriate. We will provide a list of schedules to be prepared by the City and County as a product of these interim procedures.

Proposal to provide professional services to City and County of Broomfield

7(f) - Page 46

Tab 3 – Scope of Work and Compliance

Engagement Process

Phase I – Initial Planning

Phase II – Interim Fieldwork

Phase III: Year-End Fieldwork

We will perform year-end procedures including direct tests of account balances and updating analytical procedures. Analytical procedures will be conducted for all accounts deemed material to the financial statements. The analytical procedures will be performed to supplement substantive audit procedures, such as direct confirmation of account balances and detailed vouching of transactions. 

We will advise in the preparation of all financial statements and reports, as requested.



We will conduct conferences with the Finance Department throughout the audit process, including progress meetings and a fieldwork phase exit conference.



We will review preliminary drafts of all financial statements and prepare a management letter, if necessary.



Our Quality Control Partner will review all financial statements and appropriate audit documentation as part of this process.

Phase III – Year-End Fieldwork

Proposal to provide professional services to City and County of Broomfield

7(f) - Page 47

Tab 3 – Scope of Work and Compliance

Technical Accounting Capabilities Single Audit Experience Our public sector staff members are well trained in the audit requirements as promulgated in the Government Auditing Standards, issued by the Comptroller General of the United States, the Single Audit Act Amendments of 1996, and the provisions of OMNI-Circular, Audits of States, Local Governments, and Nonprofit Organizations. We are performing financial assistance audits pursuant to the Act's requirements for many of our governmental clients. Federal expenditures of our clients range from $1 million to $5 billion with the average client having approximately $50 million annually in federal expenditures. A sample of A-133 engagements is as follows:  City of Colorado Springs, Colorado: 6 major programs annually  Teller County, Colorado: 3 major programs annually  Montrose County, Colorado: 5-7 major programs annually  City and County of Broomfield, Colorado: 6-7 major programs annually  El Paso County, Colorado: 4-6 major programs annually  Regional Transportation District, Colorado: 1 major program annually  Regis University, Colorado: 10-20 programs annually  Mapleton Public Schools, Colorado: 4 major programs annually  Adams 14 School District, Colorado: 7 major programs annually  Brush School District, Colorado: 3 major programs annually In addition, we stay abreast of the latest developments related to A-133 and share this information with our clients. We have held seminars dedicated to the topic of A-133. Our expertise in this area sets RubinBrown apart from other firms. For example, here is a link to a summary of our most recent annual, fullday public sector seminar: http://rubinbrown.com/event-details.aspx?eid=1163&m=2&d=7&y=2014 Governmental Auditing Experience RubinBrown is a recognized leader in providing services to public sector organizations throughout the State of Colorado. To better serve our clients in this important industry, we have an established Public Sector Services Group. Typical services provided by the Group are the audit of financial statements for a variety of governments including state governments, cities and counties; local public school districts; public colleges and universities; public libraries; public housing authorities; and numerous other state and local public sector entities. Currently, the Firm serves over 160 public sector clients. In addition, the Group performs audits of federal financial assistance programs in accordance with OMB Circular A-133 and assists in preparing the Comprehensive Annual Financial Report for submission to the GFOA for many of our public sector clients. Proposal to provide professional services to City and County of Broomfield

7(f) - Page 48

Tab 4 – Contract Support

Proposal to provide professional services to City and County of Broomfield

7(f) - Page 49

Tab 4 – Contract Support References City of Colorado Springs, Colorado Primary Point of Contact: Ms. Tracy Peters, Accounting Manager Address: 30 S. Nevada Ave., Suite 202 Colorado Springs, CO 80901 Direct Dial: 719.385.5260 E-mail: [email protected] Services Rendered: Financial statement audits of eight entities and A-133 grant programs; two agreed-upon procedures reports. Notes of Interest: The City of Colorado Springs awarded a three year audit contract to RubinBrown following the conclusion of our five year audit contract. Regional Transportation District Primary Point of Contact: Mr. Terry Howerter, Chief Financial Officer Address: 1600 Blake Street Denver, CO 80202 Direct Dial: 303.299.2311 E-mail: [email protected] Services Rendered: Audit of the financial statements, A-133 grant programs, and performance of NTD agreed-upon procedures, and other special project consultations. Total hours for this engagement are approximately 1,250 annually. Notes of Interest: RTD extended our audit contract in 2007 at the conclusion of a three year contract and subsequently reappointed RubinBrown in a competitive RFP process to a new three year contract for 2009 - 2011 and extended that contract for 2012 and 2013. City of Loveland, Colorado Primary Point of Contact: Mr. Brent Worthington, Finance Director Address: 500 East 3rd Street Loveland, CO 80537 Direct Dial: 970.962.2300 E-mail: [email protected] Services Rendered: Audit of financial statements, A-133 grant programs (including FAA), and PFC compliance, and other special projects. Total hours for this engagement are approximately 1,025 annually. Notes of Interest: City of Loveland extended our audit contract in 2013 at the conclusion of our five year contract. Proposal to provide professional services to City and County of Broomfield

7(f) - Page 50

Tab 4 – Contract Support

In addition the requested 2-3 references, we would like to share the following testimonial from another RubinBrown governmental client. Due to our expertise, service, and timely delivery, many of our public sector clients choose to add extensions to our audit contracts or reappoint us to a new audit contracts both with or without a competitive RFP process. Earlier this year, the St. Vrain Valley School District, a 900 hour financial statement and A-133 grant audit client of RubinBrown, conducted a RFP process at the conclusion of our five year audit contract term. The result of this extensive RFP and interview process was the awarding of a new five year contract with RubinBrown. Below is a testimonial from St. Vrain Valley School District regarding their decision to extend their professional services relationship with RubinBrown that may be useful to you in your audit contract award assessment:

"Our District recently completed a RFP evaluation process for our audit services. While we were very satisfied with the services of our current firm, RubinBrown, we approached the RFP process seeking the firm that was the best solution for our needs. We received proposals from several qualified firms, including RubinBrown. Based on our detailed review of the proposals and follow-up interviews, we determined RubinBrown to be the best solution based on the following: - Quality of service. - Demonstrated government auditing expertise. - On-site partner and manager involvement. - Proven flexibility and adaptability to schedules and timelines due to external forces. - Consistent commitment to bring value-added suggestions to our organization throughout the years, including training on new regulations and pronouncements. - Continuity of our engagement team combined with the fresh perspectives offered by the breadth of RubinBrown's resources, including IT knowledge and guidance. We look forward to continuing our relationship with RubinBrown and would highly recommend their services to other governmental entities in the State of Colorado." Greg Fieth, Chief Financial Officer St. Vrain Valley School District Office: (303) 682-7203

Proposal to provide professional services to City and County of Broomfield

7(f) - Page 51

Tab 4 – Contract Support

Current Contracted Client List RubinBrown has substantial experience auditing governmental entities which are comparable in size and complexity to the City and County. We take pride in serving clients in the public sector industry and continuously seek opportunities to expand our services in this important area. Our experience and expertise in auditing municipalities, counties, school districts, and other public sector organizations are best shown by the following partial list of current or recent audit clients served by the Firm:

                         

City and County of Broomfield, CO (CAFR) City of Littleton, CO (CAFR) City of Loveland, CO (CAFR) El Paso County, CO (CAFR) Town of Mountain Village, CO (CAFR) Regional Transportation District (CAFR) St. Vrain Valley School District (CAFR) City of Cripple Creek, CO City of Florence, CO Town of Grand Lake, CO Town of Lakeside, CO City of Lamar, CO Town of Larkspur, CO Town of Timnath, CO City of Walsenburg, CO Montrose County, CO Teller County, CO City of Wildwood, MO (CAFR) City of Bridgeton, MO (CAFR) Boone County, MO (CAFR) City of Lee’s Summit, MO (CAFR) City of Shrewsbury, MO City of Leawood, KS(CAFR) City of Lenexa, KS (CAFR) City of Olathe, KS(CAFR) City of Liberty, MO (CAFR)

Proposal to provide professional services to City and County of Broomfield

7(f) - Page 52

Tab 4 – Contract Support

Planned Support Staff Qualifications The team of professionals assigned to the City and County who have significant knowledge and expertise about governmental accounting and financial reporting, including services specific to the City and County, sets us apart from competitors. All members of your engagement team are licensed to practice as a certified public accountant in Colorado. In addition, our partners and managers are directly involved with our clients on a “handson” basis throughout the year. We believe that on-site partner and manager involvement increases both audit quality and efficiency as well as reduced delivery times. Individual biographies of each of the assigned engagement and advisory management team are provided in this section. Engagement Partner Responsible for the Audit Rodney Rice will serve as the primary engagement partner and will be responsible for coordinating all planning, review and approval of the audit plan, monitoring audit progress, reviewing the engagement workpapers and reports, providing practical solutions to problems and technical questions as they arise, and communicating continuously with the City and County management on all professional matters. Rodney is a Partner in RubinBrown’s Public Sector and Assurance Services Groups. He also serves as the Chair of our Denver Assurance Services practice. With more than 20 years of experience (all with RubinBrown), he provides auditing and consulting services to clients primarily in the governmental industry. Rodney specializes in audits of state and local government entities including OMB Circular A-133 single audits and PFC audits. He is a current member of the AICPA, the Colorado Society of CPAs, CGFOA, the Special Review Committee of the GFOA’s Certificate of Achievement in Financial Reporting Program, and a past member of the AICPA’s Technical Issues Committee. Alternate Partner Cheryl Wallace will serve as your alternate partner. Cheryl is the Partner-In-Charge of RubinBrown’s Denver Public Sector Services Groups, and a Partner in the Assurance Services Group. With more than 20 years of experience, she primarily serves Public Sector clients and provides audit and consulting services. Cheryl has extensive expertise relating to assurance services; accounting processes, systems and controls; OMB Circular A-133 single audits; PFC audits; and best practices for public sector organizations. She is a current member of the AICPA, the Colorado Society of CPAs, and the CGFOA. Cheryl holds significant experience with the GFOA Certificate of Achievement Program. In addition, Cheryl sits on the Colorado Governmental Issues Committee, and is currently working through the GASB 68 implementation issues. Cheryl helps lead the Firm’s internal training and communications related to these significant reporting changes. Cheryl’s involvement on the engagement will ensure the seamless implementation of GASB No. 68 for the City and County.

Proposal to provide professional services to City and County of Broomfield

7(f) - Page 53

Tab 4 – Contract Support

Optional Partner Rotation Occasionally, public sector organizations seek to rotate audit partners for the purpose of achieving a "fresh perspective," while also enjoying the benefits of team continuity of the engagement manager and staff. RubinBrown has the depth of dedicated local governmental auditing resources to offer this option should the City and County desire this “fresh perspective”. Concurring Partner Evelyn Law will serve as your concurring partner. Evelyn is a Partner at RubinBrown and has an impressive career, spanning nearly three decades. Evelyn has served clients in the public sector industry, including municipalities, counties, school districts, and special districts. Her primary duties include supervising and managing audits and quality control. She is a current member of the AICPA, CGFOA and a member of the Education Committee, Institute of Internal Auditors – Denver Chapter. Law has also served as a featured speaker for the Federal Reserve System’s Audit School, as well as a regular speaker for CGFOA and Colorado Special District Association. Engagement Manager Robert Cascio will serve as your engagement manager and in conjunction with the engagement partner, will be responsible for all planning and directing of our audit efforts, the development of the audit approach, and reviewing all phases of the engagement. He will also be responsible for maintaining close contact with the City and County’s management by keeping them advised on the status of the engagement, including weekly status meetings. Bob has 5 years of experience serving local governments including municipalities and other government entities. He has extensive experience with OMB Circular A-133 compliance audits, PFC audits, and internal control assessments. He is a member of the AICPA and the Colorado Society of CPAs. IT Health Check Advisors Audrey Katcher is the Partner-In-Charge of RubinBrown’s IT Risk Services Group. Audrey will provide additional guidance related to the assessment and testing of internal controls and information technology. She has 20 years of public accounting experience, focused on internal control and information technology.

Dave Richert is a senior Manager in the firm’s IT Risk Services Group. Dave will serve as your advisory manager for the IT portion of the engagement. Dave serves as the IT manager on all of RubinBrown’s public sector clients. His experience will provide him with valuable insights for the IT internal control portion of the audit and single audit engagement.

Proposal to provide professional services to City and County of Broomfield

7(f) - Page 54

Tab 4 – Contract Support

Engagement Supervisor and Staff Assistants The engagement staff will be members of our Public Sector Service Group who possess training specific to the public sector as required by government auditing standards and OMB Circular A-133 requirements, and are properly licensed in the State of Colorado. 100% of our Denver office audit staff have experience in public sector organizations. RubinBrown assigns the staff subsequent to awarding of the contract. Relevant Professional Continuing Education Our engagement team is highly trained in the areas that specifically apply to accounting and auditing issues at the City and County. In addition to the general continuing education on current accounting and auditing topics each year, RubinBrown has designed a separate curriculum for all of our team members that serve public sector organizations. Our engagement team receives CPE through both internal and external seminars. Most of our governmental CPE is done in-house and instructed by the Firm’s partners, managers, and senior staff team members which requires a deeper level of learning, understanding, and working knowledge than simply attending outside seminars as a participant. We find this approach pays rich dividends in the client service fieldwork process as our audit engagement teams display a more complete understanding of the technical requirements of recognition, measurement, and disclosure. Continuity RubinBrown has a history of strong retention rates. Our retention is driven by our devotion and commitment to each team member within the firm. Our average retention rate for the last three years is 86%. With the strong depth of the team assembled, it is unlikely that you would call our offices for an urgent matter and not have immediate access to one of your client services team members who knows you and your organization. For example, it is our policy to assign two partners to every audit client. This ensures both depth of knowledge and accessibility. Should the need arise to replace any members of your engagement team, we will ensure the replacements have substantially the same or better qualifications and experience. The depth of our local governmental resources should provide a sense of comfort to the City and County that it will continue to receive exceptional service and an audit of the highest quality by continuing a relationship with RubinBrown.

Proposal to provide professional services to City and County of Broomfield

7(f) - Page 55

RODNEY E. RICE, CPA, CGMA [email protected]

303.952.1233

Rodney is a Partner in RubinBrown’s Public Sector and Assurance Services Groups and has more than 20 years of experience. He provides auditing and consulting services to clients primarily in the governmental industry. Rodney specializes in audits of state and local governments and special purpose government entities, including OMB Circular A-133 single audits. He is a current member of the Special Review Committee of the GFOA’s Certificate of Achievement in Financial Reporting Program and a past member of the AICPA’s Technical Issues Committee. Rodney currently serves a number of governmental clients in Colorado.

SPECIFIC EXPERIENCE / EXPERTISE     

PROFESSIONAL ORGANIZATIONS

Governmental accounting Financial statement audits OMB Circular A-133 single audits State and local governments Special purpose government entities

 



EDUCATION  

B.S., Accounting, Eastern Illinois University University of Chicago Booth School of Business, Executive Leadership Development Program

Audit Committee, Denver Hospice Assistant Coach, Highlands Ranch Metro District Baseball Program

DENVER 1900 16TH STREET SUITE 300 DENVER, CO 80202 303.698.1883





COMMUNITY INVOLVEMENT  



KANSAS CITY 10975 GRANDVIEW DR. BUILDING 27, SUITE 600 OVERLAND PARK, KS 66210 913.491.4144



Member, American Institute of Certified Public Accountants Former Member, AICPA Private Companies Practice Section Technical Issues Committee Member, Colorado Society of Certified Public Accountants Member, Accounting and Auditing Committee, North America Region of Baker Tilly International Member, Special Review Committee of the Government Finance Officers Association Associate Member, Colorado Government Finance Officers Association Provider of peer and quality reviews to certified public accounting firms

SAINT LOUIS ONE NORTH BRENTWOOD BLVD. SUITE 1100 SAINT LOUIS, MO 63105 314.290.3300

WWW.RUBINBROWN.COM

7(f) - Page 56

 

 

CHERYL L. WALLACE, CPA [email protected]

303.952.1288

Cheryl is a partner in RubinBrown’s Assurance Services Group and the leader of RubinBrown’s Denver Public Sector practice. She has more than 18 years of accounting, auditing and management experience. Her previous experience includes working at a Big Four auditing firm and serving for a firm with $50 million in annual receipts.

  

SPECIFIC EXPERIENCE / EXPERTISE 

    

Public sector entities, including: o Municipalities o Transit agencies o State agencies o Counties o Local school districts o Public library districts o Water and sewer districts o Fire protection districts o Park and recreation districts o Hospital districts o Metropolitan districts o Public housing authorities o Quasi-governmental organizations A-133 single audit Manufacturing and distribution Health care Mergers and acquisitions SEC

DENVER 1900 16TH STREET SUITE 300 DENVER, CO 80202 303.698.1883

Independent schools Charter schools Not-for-profit organizations

EDUCATION 

B.S., Accountancy, Texas A & M

PROFESSIONAL ORGANIZATIONS  

Member, Colorado Society of Certified Public Accountants Member, American Institute of Certified Public Accountants

COMMUNITY INVOLVEMENT

KANSAS CITY 10975 GRANDVIEW DR. BUILDING 27, SUITE 600 OVERLAND PARK, KS 66210 913.491.4144

 

Member of Audit Committee, Total Community Options Member of Health Care Committee, Denver Chamber of Commerce

SAINT LOUIS ONE NORTH BRENTWOOD BLVD. SUITE 1100 SAINT LOUIS, MO 63105 314.290.3300

WWW.RUBINBROWN.COM

 

7(f) - Page 57

EVELYN D. LAW, CPA [email protected]

303.952.1245

Evelyn Law is a partner at RubinBrown LLP and has an impressive career, spanning over three decades. Law previously served clients in the public sector industry, including local and county governments, as well as small businesses and not-forprofit organizations. Her primary duties include supervising and managing audits and quality control. Law has also served as a featured speaker for the Federal Reserve System’s Audit School.

SPECIFIC EXPERIENCE / EXPERTISE       

PROFESSIONAL ORGANIZATIONS 

Not-for-profit organizations Public sector entities A-133 single audit Independent schools Charter schools Internal audit Benefit plan audits





EDUCATION 



B.S.B.A., Accountancy, Texas Woman’s University

DENVER 1900 16TH STREET SUITE 300 DENVER, CO 80202 303.698.1883

KANSAS CITY 10975 GRANDVIEW DR. BUILDING 27, SUITE 600 OVERLAND PARK, KS 66210 913.491.4144

Member, American Institute of Certified Public Accountants Former Member of Nonprofit Conference Planning Committee, Colorado Society of Certified Public Accountants Former Board of Directors & Former Vice President of Education, Institute of Internal Auditors –Denver Chapter Member & Education Committee Member, Colorado Government Finance Officers Association

SAINT LOUIS ONE NORTH BRENTWOOD BLVD. SUITE 1100 SAINT LOUIS, MO 63105 314.290.3300

WWW.RUBINBROWN.COM

7(f) - Page 58

SPEAKING ENGAGEMENTS 

    

COMMUNITY INVOLVEMENT

Regular speaker for Metro Volunteers and the Colorado Government Finance Officers Association Former regular speaker at the Federal Reserve System Audit School Colorado Special District Association Annual Conference Rocky Mountain Area Conference (for financial & accounting professionals) Colorado Association of School Business Officials Workshop Habitat for Humanity Workshop

DENVER 1900 16TH STREET SUITE 300 DENVER, CO 80202 303.698.1883

KANSAS CITY 10975 GRANDVIEW DR. BUILDING 27, SUITE 600 OVERLAND PARK, KS 66210 913.491.4144





Member of Finance Committee, Shepherd of the Springs Lutheran Church Former Treasurer, Shepherd of the Springs Lutheran Church

SAINT LOUIS ONE NORTH BRENTWOOD BLVD. SUITE 1100 SAINT LOUIS, MO 63105 314.290.3300

WWW.RUBINBROWN.COM

7(f) - Page 59

ROBERT CASCIO, CPA [email protected] 303.952.1286

Robert Cascio is a Manager in RubinBrown’s Assurance Services Group. He has over six years of professional experience. Robert works with clients in various industries including, but not limited to, Not-For-Profit and Public Sector.

SPECIFIC EXPERIENCE / EXPERTISE        

PROFESSIONAL INVOLVEMENT

Public Sector OMB Circular A-133 compliance audits GFOA Certificate of Achievement

 

Member, American Institute of Certified Public Accountants Member, Colorado Society of Certified Public Accountants

Plan audits Internal accounting controls Risk-based audit planning Business performance analysis Employee benefits

EDUCATION 

B.S., Accounting, Northern Illinois University

DENVER 1900 16TH STREET SUITE 300 DENVER, CO 80202 303.698.1883

KANSAS CITY 10975 GRANDVIEW DR. BUILDING 27, SUITE 600 OVERLAND PARK, KS 66210 913.491.4144

SAINT LOUIS ONE NORTH BRENTWOOD BLVD. SUITE 1100 SAINT LOUIS, MO 63105 314.290.3300

WWW.RUBINBROWN.COM

7(f) - Page 60

 

   

AUDREY KATCHER, CPA, CISA [email protected]

314.290.3420

Audrey Katcher leads the Information Technology Risk Services practice. Audrey has over 20 years of public accounting experience in several industries including, technology, higher education, manufacturing and financial services. She provides IT due diligence services, nationally. Audrey is a Certified Information Systems Auditor (CISA) and a Certified Public Accountant (CPA).

PROFESSIONAL ACCOMPLISHMENTS, AWARDS & PUBLICATIONS

SPECIFIC EXPERIENCE / EXPERTISE        

IT Due Diligence Post-deal IT Advisory (including IT Steering Committee and ERP implementation monitoring) Cloud and Service Organization Controls (SSAE 16 / SOC 1, SOC 2) Data Assurance and Analysis, including ACL and IDEA solutions. Pre- and post-implementation analyses for ERP systems (such as SAP, Oracle, Peoplesoft, JDEdwards). Information technology risk assessment and audit. Information technology policy and procedure review and development. Controls (automated and manual) analyses for Sarbanes Oxley as well as other operational / compliance purposes for public and private companies

 

PROFESSIONAL ORGANIZATIONS  





EDUCATION 

Recipient, University of Missouri - St. Louis Distinguished Alumni Award 2011 Recipient, MSCPA Women to Watch Award 2010

Workstream leader for AICPA to build & expand an advocacy relationship with the Cloud Security Alliance (CSA) Chair of the AICPA Information Management & Technology Assurance Executive Committee - SOC (SSAE 16) Task Force Member of the AICPA Trust/Data Integrity Task Force (part of AICPA’s Assurance Services Executive Committee) Member, Information Systems Audit and Control Association

B.S.B.A., Accounting, University of Missouri – St. Louis

DENVER 1900 16TH STREET SUITE 300 DENVER, CO 80202 303.698.1883

KANSAS CITY 10975 GRANDVIEW DR. BUILDING 27, SUITE 600 OVERLAND PARK, KS 66210 913.491.4144

SAINT LOUIS ONE NORTH BRENTWOOD BLVD. SUITE 1100 SAINT LOUIS, MO 63105 314.290.3300

WWW.RUBINBROWN.COM

 

7(f) - Page 61

 

    PUBLISHED WORKS   



Expert Reviewer - "IT Control Objectives for Sarbanes Oxley" for the IT Governance Institute AICPA Service Organization Controls whitepaper AICPA Guide “Reporting on Controls at a Service Organization – Relevant to Security, Availability, Processing Integrity, Confidentiality or Privacy (SOC 2)” Cloud Security Alliance Position Paper for SOC 2

DENVER 1900 16TH STREET SUITE 300 DENVER, CO 80202 303.698.1883

KANSAS CITY 10975 GRANDVIEW DR. BUILDING 27, SUITE 600 OVERLAND PARK, KS 66210 913.491.4144

SAINT LOUIS ONE NORTH BRENTWOOD BLVD. SUITE 1100 SAINT LOUIS, MO 63105 314.290.3300

WWW.RUBINBROWN.COM

 

7(f) - Page 62

 

 

DAVID L. RICHERT, JR., CPA, CIA, CISA [email protected] 314.290.3313

David Richert is a Manager in RubinBrown’s Business Advisory Services Group. He primarily serves clients in the public sector, financial services, manufacturing and retail industries. David brings more than 30 years of IT auditing and accounting experience to RubinBrown, managing a number of SAS 70 engagements for manufacturers and financial services companies.

EDUCATION

SPECIFIC EXPERIENCE/ EXPERTISE 

 

 



 

IT risk assessments for clients in the public sector, financial and manufacturing industries Information technology policy and procedure review and development. Controls (automated and manual) analyses for Sarbanes Oxley as well as other operational/compliance purposes for public and private companies Data center reviews Service Organization Controls o SAS 70/SSAE 16 o Gap analysis o Attestation. IT audits (OS/400, MVS, UNIX, Windows operating systems, IMS, DB2, SQL, and Oracle databases) Technical readiness and business recovery design and testing Pre- and post-system implementation analyses

DENVER 1900 16TH STREET SUITE 300 DENVER, CO 80202 303.698.1883

 

B.S., Business Administration, University of Missouri-St. Louis M.B.A., University of Missouri-St. Louis

PROFESSIONAL ORGANIZATIONS     

KANSAS CITY 10975 GRANDVIEW DR. BUILDING 27, SUITE 600 OVERLAND PARK, KS 66210 913.491.4144

Member, American Institute of Certified Public Accountants IT Committee Member, Missouri Society of Certified Public Accountants Member, Institute of Internal Auditors Member, Information Systems Audit and Control Association Former adjunct professor of Accounting, St. Louis Community College-Meramec

SAINT LOUIS ONE NORTH BRENTWOOD BLVD. SUITE 1100 SAINT LOUIS, MO 63105 314.290.3300

WWW.RUBINBROWN.COM

 

7(f) - Page 63

Tab 5 – Completed Pricing Sheet

Proposal to provide professional services to City and County of Broomfield

7(f) - Page 64

ATTACHMENT ONE Request for Proposal # 14-021 Independent Auditing Service of Financial Statements-City Council

PRICING TEMPLATE

YEARLY INDEPENDENT AUDITING SERVICE Base fixed price for CAFR, including up to 4 programs for single audit.

91,000 $____________________________Lump Sum

(This is as per the services as identified within the scope of work. This is to include 150 sets of an audit opinion letter and single audit section of the report to the City and County of Broomfield). ******* SINGLE AUDIT ADDITIONAL COSTS Price Adjustment for any additional programs (>4) audited for Single Audit in any year 4,000 $____________________________ Amount not to exceed per program

******* PLEASE ATTACH THE FIRM’S SCHEDULE OF PROFESSIONAL FEES FOR ADDITIONAL WORK

Please Print:

RubinBrown LLP Name of Firm ______________________________________________

Request for Proposal Independent Auditing of Financial Statements Page 19

7(f) - Page 65

Tab 5 – Completed Pricing Sheet

Schedule of Professional Fees Fees for additional services outside the scope of this proposal will be billed at the following hourly rates.

Level of Professional

Hourly Rate

Partner

$275

Manager

$205

Staff

$165

Proposal to provide professional services to City and County of Broomfield

7(f) - Page 66

7(f) - Page 67

 

August 22, 2014

RubinBrown LLP Certified Public Accountants & Business Consultants 1900 16th Street Suite 300 Denver, CO 80202 T 303.698.1883 F 303.777.4458

City Council, City And County Of Broomfield, Colorado c/o Ms. Patricia Soderberg One Descombes Drive Broomfield, Colorado 80020

W rubinbrown.com E [email protected]

Dear Members of the City Council: We appreciate the opportunity to be of service to City And County Of Broomfield ("Client"). This letter ("Letter") sets forth the services that RubinBrown LLP ("RubinBrown") will provide for you. In order to better understand each party’s obligations, the terms "we," "us," and "our" refer to RubinBrown and the terms "you," "your" and "management" refer to City And County Of Broomfield. Your engagement of RubinBrown will be governed by the terms of this Letter and the attached RubinBrown LLP Engagement Terms. Scope of Services We are pleased to confirm our understanding of the services we are to provide City And County Of Broomfield for the year ended December 31, 2014. We will audit the financial statements of the governmental activities, the business-type activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information which collectively comprise the basic financial statements of City And County Of Broomfield as of and for the year ended December 31, 2014. Accounting standards generally accepted in the United States of America (GAAP) provide for certain required supplementary information (RSI), such as management’s discussion and analysis (MD&A), to supplement City And County Of Broomfield'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 City And County Of Broomfield'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.

7(f) - Page 68

Members of the City Council City And County Of Broomfield

Page 2

The following RSI is required by generally accepted accounting principles and will be subjected to certain limited procedures, but will not be audited:   

Management's Discussion and Analysis Schedules of Funding Progress and Employer Contributions Modified Approach for Infrastructure Capital Assets

We have also been engaged to report on supplementary information other than RSI that accompanies City And County Of Broomfield'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:     

Schedule of expenditures of federal awards Combining and individual major and nonmajor fund financial statements and schedules Component unit financial statement Capital assets schedules Local Highway Finance Report

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.  

Introductory section Statistical section

Audit Objective 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 generally accepted accounting principles and to report on the fairness of the supplementary information referred to above 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 paragraph that states that the purpose of the report is solely to describe (1) the scope of testing of internal control over financial reporting and compliance and the result of that testing and not to provide an opinion on the effectiveness of internal control over financial reporting or on compliance, (2) the scope of testing internal control over compliance for major programs and major program compliance and 7(f) - Page 69

Members of the City Council City And County Of Broomfield

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the result of that testing and to provide an opinion on compliance but not to provide an opinion on the effectiveness of internal control over compliance, and (3) that the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering internal control over financial reporting and compliance and OMB Circular A-133 in considering internal control over compliance and major program compliance. The paragraph will also state that the report is not suitable for any other purpose. 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 the accounting records, a determination of major program(s) in accordance with OMB Circular A133, 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, 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. 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 Government Auditing 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. 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 (if applicable), 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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Cheryl Wallace will serve as the partner responsible for the overall supervision of the audit engagement and for authorizing the Firm's signature on the audit report letter. Audit Procedures - Internal Control 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 City And County Of Broomfield's compliance with the provisions of applicable laws, regulations, contracts, and agreements, including grant agreements. However, the objective of our audit will not be to provide an opinion on overall compliance and we will not express such an opinion. 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 City And County Of Broomfield's major programs. The purpose of these procedures will be to express an opinion on City And County Of Broomfield's compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to OMB Circular A-133. 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 7(f) - Page 71

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accordance with the requirements of OMB Circular A-133. If you have so requested, as part of the audit, we will assist with preparation of your financial statements and related notes. 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. If you have requested our assistance with the preparation of the financial statements and related notes, you will be required to acknowledge in a written representation letter our assistance with such preparation and that you have reviewed and approved the financial statements and related notes prior to their issuance and have accepted responsibility for them. Further, you are required to designate an individual with suitable skill, knowledge, or experience to oversee our assistance with the preparation of your financial statements and related notes (if applicable) and any other nonattest services we provide; and for evaluating the adequacy and results of those services and accepting responsibility for them. 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. Management is responsible for the selection and application of accounting principles; and for the fair presentation in the financial statements of the respective financial position of the governmental activities, the business-type activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of the City And County Of Broomfield and the respective changes in financial position and where applicable, cash flows, in conformity with U.S. generally accepted accounting principles. Management is also responsible for making all financial records and related information available to us and for the accuracy and completeness of that information. 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 a written representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. 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, regulators, or others. In addition, you are responsible for identifying and ensuring that the entity complies with applicable laws and regulations, contracts, agreements, and grants. 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. The summary schedule of prior audit findings should be available for our review on the first day of our interim fieldwork. 7(f) - Page 72

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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 include the audited financial statements with any presentation of the schedule of expenditures of federal awards that includes our report thereon or 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 a 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 measurement 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 responsible for the preparation of the supplementary information 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 the supplementary information that includes our report thereon or make the audited financial statements readily available to users of the supplementary information no later than the date the supplementary information is issued with our report thereon. Your responsibilities include acknowledging to us in a 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 measurement 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. With regard to the electronic dissemination of audited financial statements, including financial statements published electronically on your website, you understand that electronic sites are a means to distribute information and, therefore, we are not required to read the information contained in these sites or to consider the consistency of other information in the electronic site with the original document. We understand that your employees will prepare all cash or other confirmations we request and will locate any documents selected by us for testing.

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Engagement Administration, Timing and Fees 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 after 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 RubinBrown 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 a cognizant or oversight agencies or its designee, a 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 RubinBrown 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 seven years after the report release or for any additional period requested by cognizant or oversight agencies or pass-through entities. If we are aware that a federal awarding agency, passthrough 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. 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 2013 peer review report accompanies this letter. Our fee for the Attest Services will be $83,000. Any A-133 single audit major programs over four will be an additional $4,000 per program tested (defined as a CFDA number). The fees are based upon anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the engagement. If significant additional fees are necessary, we will discuss them with you and agree to a new fee estimate before additional fees are incurred. We will keep you informed of our progress and work closely with you to structure our work to ensure that it is completed in a cost-effective manner. Engagement Terms Attached is an additional statement of terms regarding our engagement titled, RubinBrown LLP Engagement Terms (hereinafter "RubinBrown Engagement Terms"). The RubinBrown Engagement Terms are hereby incorporated by reference and the contents of this Letter should be construed in accordance with the terms set forth therein, unless expressly stated otherwise in this Letter. When construing or interpreting the contents of this Letter or the terms of our engagement, the RubinBrown Engagement Terms will govern. To the extent any apparent or actual contradiction may exist, the RubinBrown Engagement Terms will be deemed controlling 7(f) - Page 74

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and will supersede any such statement contained herein, unless expressly stated otherwise in the provision or portion of this Letter at issue. Conclusion We appreciate the opportunity to be of service to you. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this Letter and the RubinBrown Engagement Terms, please sign the enclosed copy and return it to us. By signing the enclosed copy of this Letter, you acknowledge that you have read, understood and agreed to the terms as set forth in this Letter and in the RubinBrown Engagement Terms. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. Sincerely, RubinBrown LLP

Cheryl Wallace, CPA Partner Direct Dial Number: 303.952.1288 Email: [email protected]

Attachment Exhibit A - RubinBrown LLP Engagement Terms

By signing below, the signatory further represents and warrants that she/he is authorized to approve the terms of this engagement on behalf of City And County Of Broomfield.

Approved By: _____________________________________ Date: _______________ Honorable Mayor, Randy Ahrens

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EXHIBIT A - RUBINBROWN LLP ENGAGEMENT TERMS These Engagement Terms (the “Terms”) and the engagement letter (the “Letter”) incorporating the Terms (the Terms and Letter are hereinafter collectively referred to as the “Agreement”), entered into by and between RubinBrown LLP (“RubinBrown”) and Client, set forth the terms and conditions of RubinBrown’s engagement with Client (the “Engagement”). These Terms shall also apply to any additional work that Client requests RubinBrown to perform unless a separate engagement letter is entered into by and between RubinBrown and Client for such additional work. 1. Agreed Upon Scope of Work. RubinBrown shall be obligated only for the services, work product and deliverables specified in the Letter, and only for changes in such scope that are set forth in writing and duly executed by the parties hereto. Unless expressly provided for in the Letter, RubinBrown’s services do not include giving testimony, appearing or participating in discovery proceedings, administrative hearings, court, or other legal or regulatory inquiries or proceedings and, in the event RubinBrown later agrees to perform such services, RubinBrown will charge and Client shall pay RubinBrown’s customary fee for such services. 2. Period Covered. This engagement letter covers the period beginning on the date the described services begin and ending on the date all such services have been completed. Except where a separate engagement letter is used, the terms of the Letter and these Terms will apply to any such additional work we are asked to perform. 3. Billing Terms. Invoices will be rendered monthly and presented to you for services performed in the prior month and are due and payable within 30 days of the date of the billing statement. We reserve the right to suspend or terminate further services until payment is received on all invoices that are not paid in full within 30 days of the date of the billing statement. In the event that we suspend or terminate this engagement as a result of non-payment, you agree that we will not be responsible for your failure to meet government or other filing deadlines, or for penalties or interest that may be assessed against you resulting from your failure to meet said deadlines. A 1½% per month service charge will be added to balances remaining unpaid 60 days or more after the invoice date. 4. Cooperation and Participation. While RubinBrown may from time to time suggest various options that may be available to Client and further give its professional evaluation of each of these options, Client must make the ultimate decision as to which, if any, of these options to implement. Client shall be solely responsible for applying independent business judgment with respect to RubinBrown’s services, work product and/or deliverables (including decisions regarding implementation or other further course(s) of action) and shall be solely and exclusively responsible for such decisions. RubinBrown shall be entitled to rely on all decisions and approvals of Client (and its counsel). Except as specifically provided in the Letter, RubinBrown shall be entitled to rely on the accuracy and completeness of all information provided by Client, and RubinBrown has no duty to verify the accuracy or completeness of information provided by Client. 5. Access to Resources and Information. Unless specified herein as the responsibility of RubinBrown to provide, Client shall obtain for RubinBrown, on a timely basis, any internal and third-party permissions, licenses or approvals that are required for RubinBrown to perform the services contemplated hereunder (including the use of any necessary software or data). Client shall also provide RubinBrown with such information, signoffs and assistance as may be necessary for RubinBrown to perform the Engagement or as RubinBrown may reasonably request. 6. Record Retention. Pursuant to RubinBrown’s record retention policy, at the conclusion of this Engagement, RubinBrown may retain copies of the records supplied to RubinBrown by Client and RubinBrown will return all such original records to the Client. The records and files retained by RubinBrown are RubinBrown’s property and are not a substitute for the Client’s own records. Client shall be responsible for retaining and maintaining records of its operations and records required to backup and support the Client’s financial reports and tax returns. RubinBrown will destroy Client files and all pertinent work papers after a retention period of seven years, after which time these items will no longer be available. In addition, catastrophic events or physical deterioration may result in RubinBrown’s records being unavailable. 7(f) - Page 76

EXHIBIT A - RUBINBROWN LLP ENGAGEMENT TERMS

7. Confidentiality. RubinBrown shall maintain the confidentiality of Client information, which is of a confidential nature, using the same degree of care it uses in maintaining its own confidential information. Nothing herein shall preclude RubinBrown from disclosing confidential Client information in response to a validly issued and enforceable subpoena or as otherwise required by law, or from disclosing confidential Client information to RubinBrown’s attorneys, advisors, insurers, or agents who agree to maintain the confidentiality of such information, with or without notice to Client. In the course of providing professional services to Client in connection with this engagement, RubinBrown may require the assistance of third party professional service providers with specialized capabilities or expertise. RubinBrown enters into confidentiality agreements with such third party professional service providers to ensure that confidential information of its clients is fully protected from loss or misuse. In the event RubinBrown is unable to secure an appropriate confidentiality agreement, Client will be asked to provide its consent prior to the sharing of its confidential information with the third-party professional service provider. Except as otherwise specifically provided herein, Client shall at no time disclose any of RubinBrown’s services, fees, work product, deliverables and other confidential material, including but not limited to internally developed financial models, or RubinBrown’s role in the Engagement, to any third party (except to a government agency, to the extent such filing is an agreed objective of the Agreement, or as otherwise legally compelled) without RubinBrown’s prior written consent in each case. Client’s use of RubinBrown’s services, work product or deliverables hereunder (except for copies of filed tax returns) shall in any event be restricted to the stated purpose, if any, in the Letter and otherwise to Client’s internal business use only. Client and RubinBrown each retains the right in any event to use the ideas, concepts, techniques, industry data and know-how used or developed in the course of the Engagement. Except as instructed otherwise in writing, each party may assume that the other approves of properly addressed fax, email (including email exchanged via Internet media) and voicemail communication of both sensitive and non-sensitive documents and other communications concerning the Engagement, as well as other means of communication used or accepted by the other. Notwithstanding anything herein to the contrary, (i) no term of the Agreement is intended to be, and shall not be construed to be, a condition of confidentiality as such term is used in Sections 6011, 6111 and 6112 of the Internal Revenue Code of 1986, as amended (“IRC”), the regulations thereunder and/or Section 10.35 of Treasury Department Circular 230 (“Circular 230”), (ii) Client is hereby authorized to disclose to any and all persons, without any limitation of any kind, any aspect of any entity, plan, arrangement or transaction RubinBrown introduces,, addresses or recommends, or with respect to which ’ RubinBrown provides advice, consultation or services pursuant to the Agreement, it being Client s duty to ascertain whether any additional authorization from any other person or entity is necessary or desirable, and (iii) there is no limitation imposed herein on any person or entity on disclosure of the tax treatment, tax structure or tax strategy of any transaction that is the subject of written advice (as defined in Circular 230) provided by RubinBrown pursuant to the Agreement. RubinBrown is required to comply with certain peer review requirements in order to maintain its professional licensing. In complying with these peer review requirements certain confidential information may be disclosed to the reviewer. These peer reviews are only conducted by other qualified professionals who are subject to maintaining the confidentiality of information disclosed in the course of the review. Client acknowledges that these confidential disclosures by RubinBrown are not a violation of RubinBrown’s obligation to maintain the confidentiality of information.

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EXHIBIT A - RUBINBROWN LLP ENGAGEMENT TERMS

8. Subpoenas for Client’s Records and Information. At any time during or after our Engagement, should RubinBrown receive a subpoena from a Third Party seeking production of Client’s records or confidential information, or testimony relating to RubinBrown’s Engagement, RubinBrown will, to the extent permitted by law, notify Client using the last contact information for Client known to RubinBrown. Upon such notification, should Client wish to take action to protect its records and /or its information from production in compliance with the subpoena, it shall be Client’s obligation to do so in compliance with applicable law, at Client’s expense, using counsel of Client’s choice. Irrespective of Client’s decision regarding what action, if any, it intends to take to protect its records and information, RubinBrown shall have the right to engage its own counsel to assist and advise RubinBrown in coordinating with Client and/or Client’s counsel in this regard, and/or in responding to the subpoena. Client shall reimburse RubinBrown, upon receipt of an appropriate invoice, for all of RubinBrown’s internal and external costs and expenses in responding to any subpoena for Client’s records, and/or providing testimony pursuant to such subpoena, including RubinBrown’s reasonable and customary fees for such services, as well as its internal costs (employee time and expenses), external costs (copy services or other vendors), and reasonable attorneys’ fees. 9. Taxpayer Confidentiality Privileges: Use of Counsel. The parties acknowledge that certain documents and other communications involving and/or disclosed to or by RubinBrown may be subject to one or more claims of privilege by or on behalf of Client (e.g., the attorney-client privilege, the IRC SEC 7525 tax advisory privilege, etc.). Although Client is solely responsible for managing the recognition, establishment and maintenance (e.g., possible waiver) of these possible protections (and for involving legal counsel as it deems necessary), RubinBrown shall cooperate with Client’s reasonable written instructions regarding such privileges. 10. Management Dishonesty. While RubinBrown will advise Client if RubinBrown discovers errors or irregularities, Client understands and agrees that Client cannot rely on RubinBrown to detect employee or management dishonesty, including, without limitation, embezzlement, unless specifically set forth in the Letter. 11. External Factors; Standards of Performance. Client acknowledges that the Engagement will involve analysis, judgment and other performance from time to time in a context where the participation of Client or others is necessary, where answers are often uncertain or unverifiable in advance and where facts and available information change with time. Accordingly, evaluation of RubinBrown’s performance of its obligations shall be based solely on its substantial conformance with any standards or specifications expressly set forth in the Agreement and all applicable professional standards, any such nonconformance (and applicability) to be clearly and convincingly shown. If there are any changes in the relevant laws, regulations, industry, market conditions or other circumstances, including in the Client’s own business practices, RubinBrown has no responsibility to advise Client of any such changes and Client acknowledges the need for it to re-evaluate RubinBrown’s preceding services, work product and deliverables. RubinBrown reserves the right, in whole or in part, to decline to perform certain tasks or withdraw from the Engagement entirely if information comes to RubinBrown’s attention indicating that performing such tasks could cause RubinBrown to be in violation of any applicable law, regulations or standards, to be in a conflict of interest or to suffer reputational damage. 12. Affiliates. If the Letter provides that RubinBrown’s services, work product or deliverables may pertain not only to Client but also to a parent, subsidiaries, affiliates, advisors, contractors, family members, related trusts, partnerships, partners, estates or foundations, such Affiliates shall be bound by the terms of the Agreement. Client shall, as may be requested by RubinBrown from time to time (including subsequent to completion of the Engagement), obtain written confirmation of their agreement to the terms of the Agreement.

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EXHIBIT A - RUBINBROWN LLP ENGAGEMENT TERMS

13. Limitation of Liability. The liability of RubinBrown (including its partners, employees, agents and affiliated companies) to Client (and any purported third-party beneficiaries, including Affiliates) for any claim or damages (including but not limited to incidental, special, exemplary, punitive or consequential), whether in contract, strict liability, tort (including but not limited to RubinBrown’s NEGLIGENCE or FAULT, except that this provision does not purport to limit liability for RubinBrown’s intentional/willful torts or for any other liabilities for which a limitation of liability is prohibited by Colorado law), or otherwise, arising out of, connected with, or resulting from RubinBrown’s services, work product or deliverables or the Engagement generally, shall not exceed all fees related to the Engagement paid by Client to RubinBrown, even if RubinBrown has been advised of the possibility of such claims or damages. 14. Baker Tilly International. RubinBrown is an independent member of Baker Tilly International. Baker Tilly International Limited is an English Company. Baker Tilly International provides no professional services to clients. Each of the member firm is a separate and independent legal entity and each describes itself as such. RubinBrown is not Baker Tilly International’s agent and does not have authority to bind Baker Tilly International or act on Baker Tilly International’s behalf. None of Baker Tilly International, RubinBrown or any of the other independent member firms of Baker Tilly International has any liability for each other’s acts or omissions. In addition, neither Baker Tilly International nor any other member has a right to exercise management control over any other member firm. RubinBrown shall in no event be held liable for any work or conduct (whether negligent, intentional, fraudulent, or otherwise) done by Baker Tilly International or any other member firm. 15. Indemnification. Client agrees to release, indemnify, and hold RubinBrown, its partners, officers, managers, personnel, agents, employees, affiliated companies, successors and assigns harmless from any liability and costs, including attorneys’ fees, resulting from knowing misrepresentations by management of Client. Client’s obligation to indemnify shall survive until such time as all claims against RubinBrown are legally barred under all applicable statutes of limitation. 16. Independent Contractor Status. Each party is an independent contractor with respect to the other and shall not be construed as having an employment, partnership, trustee or fiduciary relationship. 17. Assignments and Successors. Neither party may assign any of its rights or benefits under the Agreement without the prior written consent of the other party. Subject to the preceding sentence, the Agreement will apply to, be binding in all respects upon, and inure to the benefit of the permitted successors, assigns, heirs, estates, and legal representatives of the parties. Notwithstanding the foregoing, RubinBrown may authorize and allow its affiliates and contractors to assist in performing the Engagement and to share in RubinBrown’s rights hereunder, provided any such party shall commit (as applicable) to be bound by the restrictions set forth in the Agreement. 18. No Third Party Rights. Unless specifically set forth in the Letter, nothing expressed or referred to in the Agreement will be construed to give any person, other than the parties to the Agreement, any legal or equitable right, remedy, claim, benefit, priority or interest under or with respect to the Agreement or any provision of the Agreement. Except as specifically provided in the Letter, the Agreement and any services, work product or other deliverables hereunder are for the sole and exclusive benefit of the Client and its permitted successors and assigns, and neither Client nor RubinBrown intends for RubinBrown’s services to be used by or to provide any benefit or guidance to any other persons. The work product or services provided hereunder shall not be disclosed or disseminated to third parties or used for any purpose, other than as specifically set forth in the Letter, without RubinBrown’s prior written consent.

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EXHIBIT A - RUBINBROWN LLP ENGAGEMENT TERMS

19. Mediation. If Client (including any purported third-party beneficiaries, including Affiliates) is dissatisfied with the quality or timeliness of RubinBrown’s services, or believes such services were in any way negligently performed, Client agrees to promptly notify RubinBrown in writing of its dissatisfaction and specifically set forth its complaints. If the parties are unable to resolve their differences within thirty (30) days after RubinBrown’s receipt of Client’s written notice, it is agreed that either party may invoke the services of an impartial mediator under the auspices of the commercial mediation rules of the American Arbitration Association, United States Arbitration and Mediation Service, or any other national neutral mediation service, at the election of the party who first requests mediation. It is agreed that no claim pertaining to the quality or timeliness and/or alleged negligence of RubinBrown’s provided services shall be arbitrated unless the foregoing procedures have first been followed and the mediator fails to settle the claim within thirty (30) days after the mediation process has concluded. 20. Binding Arbitration. Any and all disputes in any way concerning the services provided by RubinBrown pursuant to the Agreement (including services performed under any prior agreement) or the business relationship arising out of the Engagement or any prior Engagement shall be committed to binding arbitration before the American Arbitration Association (“AAA”), including any disputes involving parties who are Affiliates of Client or who are alleged third-party beneficiaries to this Agreement. The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive jurisdiction to resolve any disputes involving RubinBrown, and it is the intent of this Agreement that this grant of jurisdiction be the broadest allowed by law, and that any disputes regarding the scope of the Arbitrator’s jurisdiction be both decided by the Arbitrator and resolved in favor of arbitration, except where expressly prohibited by applicable law. Without limiting the foregoing, the Arbitrator shall have exclusive jurisdiction to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement including, but not limited to any claim that all or any part of this Agreement was not agreed to, is invalid, or is void or voidable. Such arbitration shall be conducted in accordance with the AAA’s Commercial Arbitration Rules then in effect, as modified by the provisions stated herein. The location of the arbitration shall be in the Denver metropolitan area. The parties shall select one arbitrator, unless the amount of any demand or counterclaim in the arbitration shall be $750,000 or more, in which case the parties shall select three arbitrators. The parties shall have the right to conduct discovery in the arbitration consistent with that discovery permitted by the Federal Rules of Civil Procedure, with the arbitrator(s) to decide any discovery disputes. All proceedings conducted in the arbitration, including any discovery and any order entered by the arbitrator(s), shall be strictly confidential. The award of the arbitrator(s) shall be final, and may be confirmed by the parties in the District Court, City and County of Denver, Colorado, or in the United States District Court for the District of Colorado. ’ 21. Governing Law. The Agreement, including its formation, the parties respective rights and duties and all disputes that might arise from or in connection with the Agreement or its subject matter, shall be governed by and construed in accordance with the laws of Colorado, without giving effect to conflicts of laws rules.

22. Attorneys' Fees and Costs. In connection with any legal action, arbitration or litigation arising from or in connection with the Agreement or its subject matter, the prevailing party shall be entitled to recover, subject to the damage limitations set forth in the Agreement, all costs incurred by such party in furtherance of such legal action, arbitration or litigation, including reasonable attorney’s fees. 23. Construction. To the extent any apparent or actual contradiction may exist when construing or interpreting the contents of the Letter and the Terms, the Terms shall control and supersede any statement contained in the Letter, unless expressly stated otherwise in the provision or portion of the Letter or Terms at issue. 24. Waivers. Neither the failure nor any delay by any party in exercising any right, power or privilege under the Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.

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EXHIBIT A - RUBINBROWN LLP ENGAGEMENT TERMS

25. Entire Agreement and Modification. The Agreement supersedes all prior agreements, arrangements and communications between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. The Agreement may not be modified or amended except by the mutual written agreement of both parties. 26. Severability. If any arbitrator or court of competent jurisdiction holds any provision of the Agreement invalid or unenforceable, the other provisions of the Agreement will remain in full force and effect. Any provision of the Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. 27. Headings. The headings of paragraphs contained in the Agreement are provided for convenience only. They form no part of the Agreement and shall not affect its construction or interpretation.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

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HIPAA BUSINESS ASSOCIATE ADDENDUM This Business Associate Addendum (“Addendum”) is a part of the Contract dated _September 9, 2014_____ between the Department of _____________ and _RubinBrown LLP______, contract number _____________. For purposes of this Addendum, the State is referred to as “Covered Entity” or “CE” and the Contractor is referred to as “Associate”. Unless the context clearly requires a distinction between the Contract document and this Addendum, all references herein to “the Contract” or “this Contract” include this Addendum. RECITALS A.

CE wishes to disclose certain information to Associate pursuant to the terms of the Contract, some of which may constitute Protected Health Information (“PHI”) (defined below).

B.

CE and Associate intend to protect the privacy and provide for the security of PHI disclosed to Associate pursuant to this Contract in compliance with the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. § 1320d – 1320d-8 (“HIPAA”) as amended by the American Recovery and Reinvestment Act of 2009 (“ARRA”)/HITECH Act (P.L. 111-005), and its implementing regulations promulgated by the U.S. Department of Health and Human Services, 45 C.F.R. Parts 160, 162 and 164 (the “HIPAA Rules”) and other applicable laws, as amended.

C.

As part of the HIPAA Rules, the CE is required to enter into a written contract containing specific requirements with Associate prior to the disclosure of PHI, as set forth in, but not limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of the Code of Federal Regulations (“C.F.R.”) and contained in this Addendum.

The parties agree as follows: 1.

Definitions.

a. Except as otherwise defined herein, capitalized terms in this Addendum shall have the definitions set forth in the HIPAA Rules at 45 C.F.R. Parts 160, 162 and 164, as amended. In the event of any conflict between the mandatory provisions of the HIPAA Rules and the provisions of this Contract, the HIPAA Rules shall control. Where the provisions of this Contract differ from those mandated by the HIPAA Rules, but are nonetheless permitted by the HIPAA Rules, the provisions of this Contract shall control. b. “Protected Health Information” or “PHI” means any information, whether oral or recorded in any form or medium: (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be Page 1 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. May 2013

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used to identify the individual, and shall have the meaning given to such term under the HIPAA Rules, including, but not limited to, 45 C.F.R. Section 164.501. c. “Protected Information” shall mean PHI provided by CE to Associate or created received, maintained or transmitted by Associate on CE’s behalf. To the extent Associate is a covered entity under HIPAA and creates or obtains its own PHI for treatment, payment and health care operations, Protected Information under this Contract does not include any PHI created or obtained by Associate as a covered entity and Associate shall follow its own policies and procedures for accounting, access and amendment of Associate’s PHI. d. “Subcontractor” shall mean a third party to whom Associate delegates a function, activity, or service that involves CE’s Protected Information, in order to carry out the responsibilities of this Agreement. 2.

Obligations of Associate.

a. Permitted Uses. Associate shall not use Protected Information except for the purpose of performing Associate’s obligations under this Contract and as permitted under this Addendum. Further, Associate shall not use Protected Information in any manner that would constitute a violation of the HIPAA Rules if so used by CE, except that Associate may use Protected Information: (i) for the proper management and administration of Associate; (ii) to carry out the legal responsibilities of Associate; or (iii) for Data Aggregation purposes for the Health Care Operations of CE. Additional provisions, if any, governing permitted uses of Protected Information are set forth in Attachment A to this Addendum. Associate accepts full responsibility for any penalties incurred as a result of Associate’s breach of the HIPAA Rules. b. Permitted Disclosures. Associate shall not disclose Protected Information in any manner that would constitute a violation of the HIPAA Rules if disclosed by CE, except that Associate may disclose Protected Information: (i) in a manner permitted pursuant to this Contract; (ii) for the proper management and administration of Associate; (iii) as required by law; (iv) for Data Aggregation purposes for the Health Care Operations of CE; or (v) to report violations of law to appropriate federal or state authorities, consistent with 45 C.F.R. Section 164.502(j)(1). To the extent that Associate discloses Protected Information to a third party Subcontractor, Associate must obtain, prior to making any such disclosure: (i) reasonable assurances through execution of a written agreement with such third party that such Protected Information will be held confidential as provided pursuant to this Addendum and only disclosed as required by law or for the purposes for which it was disclosed to such third party; and that such third party will notify Associate within two (2) business days of any breaches of confidentiality of the Protected Information, to the extent it has obtained knowledge of such breach. Additional provisions, if any, governing permitted disclosures of Protected Information are set forth in Attachment A. c. Appropriate Safeguards. Associate shall implement appropriate safeguards as are necessary to prevent the use or disclosure of Protected Information other than as permitted by this Contract. Associate shall comply with the requirements of the HIPAA Security Rule at 45 C.F.R. Sections 164.308, 164.310, 164.312, and 164.316. Associate shall maintain a Page 2 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. May 2013

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comprehensive written information privacy and security program that includes administrative, technical and physical safeguards appropriate to the size and complexity of the Associate’s operations and the nature and scope of its activities. Associate shall review, modify, and update documentation of, its safeguards as needed to ensure continued provision of reasonable and appropriate protection of Protected Information. d. Reporting of Improper Use or Disclosure. Associate shall report to CE in writing any use or disclosure of Protected Information other than as provided for by this Contract within five (5) business days of becoming aware of such use or disclosure. e. Associate’s Agents. If Associate uses one or more Subcontractors or agents to provide services under the Contract, and such Subcontractors or agents receive or have access to Protected Information, each Subcontractor or agent shall sign an agreement with Associate containing the same provisions as this Addendum and further identifying CE as a third party beneficiary with rights of enforcement and indemnification from such Subcontractors or agents in the event of any violation of such Subcontractor or agent agreement. The Agreement between the Associate and Subcontractor or agent shall ensure that the Subcontractor or agent agrees to at least the same restrictions and conditions that apply to Associate with respect to such Protected Information. Associate shall implement and maintain sanctions against agents and Subcontractors that violate such restrictions and conditions and shall mitigate the effects of any such violation. f. Access to Protected Information. If Associate maintains Protected Information contained within CE’s Designated Record Set, Associate shall make Protected Information maintained by Associate or its agents or Subcontractors in such Designated Record Sets available to CE for inspection and copying within ten (10) business days of a request by CE to enable CE to fulfill its obligations to permit individual access to PHI under the HIPAA Rules, including, but not limited to, 45 C.F.R. Section 164.524. If such Protected Information is maintained by Associate in an electronic form or format, Associate must make such Protected Information available to CE in a mutually agreed upon electronic form or format. g. Amendment of PHI. If Associate maintains Protected Information contained within CE’s Designated Record Set, Associate or its agents or Subcontractors shall make such Protected Information available to CE for amendment within ten (10) business days of receipt of a request from CE for an amendment of Protected Information or a record about an individual contained in a Designated Record Set, and shall incorporate any such amendment to enable CE to fulfill its obligations with respect to requests by individuals to amend their PHI under the HIPAA Rules, including, but not limited to, 45 C.F.R. Section 164.526. If any individual requests an amendment of Protected Information directly from Associate or its agents or Subcontractors, Associate must notify CE in writing within five (5) business days of receipt of the request. Any denial of amendment of Protected Information maintained by Associate or its agents or Subcontractors shall be the responsibility of CE. h. Accounting Rights. If Associate maintains Protected Information contained within CE’s Designated Record Set, Associate and its agents or Subcontractors shall make available to CE within ten (10) business days of notice by CE, the information required to Page 3 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. May 2013

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provide an accounting of disclosures to enable CE to fulfill its obligations under the HIPAA Rules, including, but not limited to, 45 C.F.R. Section 164.528. In the event that the request for an accounting is delivered directly to Associate or its agents or Subcontractors, Associate shall within five (5) business days of the receipt of the request forward it to CE in writing. It shall be CE’s responsibility to prepare and deliver any such accounting requested. Associate shall not disclose any Protected Information except as set forth in Section 2(b) of this Addendum. i. Governmental Access to Records. Associate shall keep records and make its internal practices, books and records relating to the use and disclosure of Protected Information available to the Secretary of the U.S. Department of Health and Human Services (the “Secretary”), in a time and manner designated by the Secretary, for purposes of determining CE’s or Associate’s compliance with the HIPAA Rules. Associate shall provide to CE a copy of any Protected Information that Associate provides to the Secretary concurrently with providing such Protected Information to the Secretary when the Secretary is investigating CE. Associate shall cooperate with the Secretary if the Secretary undertakes an investigation or compliance review of Associate’s policies, procedures or practices to determine whether Associate is complying with the HIPAA Rules, and permit access by the Secretary during normal business hours to its facilities, books, records, accounts, and other sources of information, including Protected Information, that are pertinent to ascertaining compliance. j. Minimum Necessary. Associate (and its agents or subcontractors) shall only request, use and disclose the minimum amount of Protected Information necessary to accomplish the purpose of the request, use or disclosure, in accordance with the Minimum Necessary requirements of the HIPAA Rules including, but not limited to 45 C.F.R. Sections 164.502(b) and 164.514(d). k. Data Ownership. Associate acknowledges that Associate has no ownership rights with respect to the Protected Information. l. Retention of Protected Information. Except upon termination of the Contract as provided in Section 4(d) of this Addendum, Associate and its Subcontractors or agents shall retain all Protected Information throughout the term of this Contract and shall continue to maintain the information required under Section 2(h) of this Addendum for a period of six (6) years. m. Associate’s Insurance. Associate shall maintain insurance to cover loss of PHI data and claims based upon alleged violations of privacy rights through improper use or disclosure of PHI. All such policies shall meet or exceed the minimum insurance requirements of the Contract (e.g., occurrence basis, combined single dollar limits, annual aggregate dollar limits, additional insured status and notice of cancellation). n. Notice of Privacy Practices. Associate shall be responsible for reviewing CE’s Notice of Privacy Practices, available on CE’s external website, to determine any requirements applicable to Associate per this Contract.

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o. Notification of Breach. During the term of this Contract, Associate shall notify CE within two (2) business days of any suspected or actual breach of security, intrusion or unauthorized use or disclosure of PHI and/or any actual or suspected use or disclosure of data in violation of any applicable federal or state laws or regulations. Associate shall not initiate notification to affected individuals per the HIPAA Rules without prior notification and approval of CE. Information provided to CE shall include the identification of each individual whose unsecured PHI has been, or is reasonably believed to have been accessed, acquired or disclosed during the breach. Associate shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized disclosure required by applicable federal and state laws and regulations. p. Audits, Inspection and Enforcement. Within ten (10) business days of a written request by CE, Associate and its agents or subcontractors shall allow CE to conduct a reasonable inspection of the facilities, systems, books, records, agreements, policies and procedures relating to the use or disclosure of Protected Information pursuant to this Addendum for the purpose of determining whether Associate has complied with this Addendum; provided, however, that: (i) Associate and CE shall mutually agree in advance upon the scope, timing and location of such an inspection; and (ii) CE shall protect the confidentiality of all confidential and proprietary information of Associate to which CE has access during the course of such inspection. The fact that CE inspects, or fails to inspect, or has the right to inspect, Associate’s facilities, systems, books, records, agreements, policies and procedures does not relieve Associate of its responsibility to comply with this Addendum, nor does CE’s (i) failure to detect or (ii) detection, but failure to notify Associate or require Associate’s remediation of any unsatisfactory practices, constitute acceptance of such practice or a waiver of CE’s enforcement rights under the Contract. q. Safeguards During Transmission. Associate shall be responsible for using appropriate safeguards, including encryption of PHI, to maintain and ensure the confidentiality, integrity and security of Protected Information transmitted pursuant to the Contract, in accordance with the standards and requirements of the HIPAA Rules. r. Restrictions and Confidential Communications. Within ten (10) business days of notice by CE of a restriction upon uses or disclosures or request for confidential communications pursuant to 45 C.F.R. Section 164.522, Associate will restrict the use or disclosure of an individual’s Protected Information. Associate will not respond directly to an individual’s requests to restrict the use or disclosure of Protected Information or to send all communication of Protect Information to an alternate address. Associate will refer such requests to the CE so that the CE can coordinate and prepare a timely response to the requesting individual and provide direction to Associate. 3.

Obligations of CE.

a. Safeguards During Transmission. CE shall be responsible for using appropriate safeguards, including encryption of PHI, to maintain and ensure the confidentiality, integrity and security of Protected Information transmitted pursuant to the Contract, in accordance with the standards and requirements of the HIPAA Rules. Page 5 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. May 2013

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b. Notice of Changes. CE maintains a copy of its Notice of Privacy Practices on its website. CE shall provide Associate with any changes in, or revocation of, permission to use or disclose Protected Information, to the extent that it may affect Associate’s permitted or required uses or disclosures. To the extent that it may affect Associate’s permitted use or disclosure of PHI, CE shall notify Associate of any restriction on the use or disclosure of Protected Information that CE has agreed to in accordance with 45 C.F.R. Section 164.522. 4.

Termination.

a. Material Breach. In addition to any other provisions in the Contract regarding breach, a breach by Associate of any provision of this Addendum, as determined by CE, shall constitute a material breach of this Contract and shall provide grounds for immediate termination of this Contract by CE pursuant to the provisions of the Contract covering termination for cause, if any. If the Contract contains no express provisions regarding termination for cause, the following terms and conditions shall apply: (1) Default. If Associate refuses or fails to timely perform any of the provisions of this Contract, CE may notify Associate in writing of the non-performance, and if not promptly corrected within the time specified, CE may terminate this Contract. Associate shall continue performance of this Contract to the extent it is not terminated and shall be liable for excess costs incurred in procuring similar goods or services elsewhere. (2) Associate’s Duties. Notwithstanding termination of this Contract, and subject to any directions from CE, Associate shall take timely, reasonable and necessary action to protect and preserve property in the possession of Associate in which CE has an interest. (3) Compensation. Payment for completed supplies delivered and accepted by CE shall be at the Contract price. In the event of a material breach under paragraph 4a, CE may withhold amounts due Associate as CE deems necessary to protect CE against loss from third party claims of improper use or disclosure and to reimburse CE for the excess costs incurred in procuring similar goods and services elsewhere. (4) Erroneous Termination for Default. If after such termination it is determined, for any reason, that Associate was not in default, or that Associate’s action/inaction was excusable, such termination shall be treated as a termination for convenience, and the rights and obligations of the parties shall be the same as if this Contract had been terminated for convenience, as described in this Contract. b. Reasonable Steps to Cure Breach. If CE knows of a pattern of activity or practice of Associate that constitutes a material breach or violation of the Associate’s obligations under the provisions of this Addendum or another arrangement and does not terminate this Contract pursuant to Section 4(a), then CE shall take reasonable steps to cure such breach or end such violation.. If CE’s efforts to cure such breach or end such violation are unsuccessful, CE shall either (i) terminate the Contract, if feasible or (ii) if termination of this Contract is not feasible, CE shall report Associate’s breach or violation to the Secretary of the Department of Health and Human Services. If Associate knows of a pattern of activity or practice of a Subcontractor or Page 6 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. May 2013

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agent that constitutes a material breach or violation of the Subcontractor’s or agent’s obligations under the written agreement between Associate and the Subcontractor or agent, Associate shall take reasonable steps to cure such breach or end such violation, if feasible. c. Judicial or Administrative Proceedings. Either party may terminate the Contract, effective immediately, if (i) the other party is named as a defendant in a criminal proceeding for a violation of the HIPAA Rules or other security or privacy laws or (ii) a finding or stipulation that the other party has violated any standard or requirement of the HIPAA Rules or other security or privacy laws is made in any administrative or civil proceeding in which the party has been joined. d.

Effect of Termination.

(1) Except as provided in paragraph (2) of this subsection, upon termination of this Contract, for any reason, Associate shall return or destroy all Protected Information that Associate or its agents or Subcontractors still maintain in any form, and shall retain no copies of such Protected Information. If Associate elects to destroy the PHI, Associate shall certify in writing to CE that such PHI has been destroyed. (2) If Associate believes that returning or destroying the Protected Information is not feasible, Associate shall promptly provide CE notice of the conditions making return or destruction infeasible. Associate shall continue to extend the protections of Sections 2(a), 2(b), 2(c), 2(d) and 2(e) of this Addendum to such Protected Information, and shall limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. 5. Injunctive Relief. CE shall have the right to injunctive and other equitable and legal relief against Associate or any of its Subcontractors or agents in the event of any use or disclosure of Protected Information in violation of this Contract or applicable law. 6. No Waiver of Immunity. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq. or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq. as applicable, as now in effect or hereafter amended. 7. Limitation of Liability. Any limitation of Associate’s liability in the Contract shall be inapplicable to the terms and conditions of this Addendum. 8. Disclaimer. CE makes no warranty or representation that compliance by Associate with this Contractor the HIPAA Rules will be adequate or satisfactory for Associate’s own purposes. Associate is solely responsible for all decisions made by Associate regarding the safeguarding of PHI. 9. Certification. To the extent that CE determines an examination is necessary in order to comply with CE’s legal obligations pursuant to the HIPAA Rules relating to certification of its Page 7 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. May 2013

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security practices, CE or its authorized agents or contractors, may, at CE’s expense, examine Associate’s facilities, systems, procedures and records as may be necessary for such agents or contractors to certify to CE the extent to which Associate’s security safeguards comply with the HIPAA Rules or this Addendum. 10.

Amendment.

a. Amendment to Comply with Law. The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Addendum may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement the standards and requirements of the HIPAA Rules and other applicable laws relating to the confidentiality, integrity, availability and security of PHI. The parties understand and agree that CE must receive satisfactory written assurance from Associate that Associate will adequately safeguard all Protected Information and that it is Associate’s responsibility to receive satisfactory written assurances from Associate’s Subcontractors and agents. Upon the request of either party, the other party agrees to promptly enter into negotiations concerning the terms of an amendment to this Addendum embodying written assurances consistent with the standards and requirements of the HIPAA Rules or other applicable laws. CE may terminate this Contract upon thirty (30) days written notice in the event (i) Associate does not promptly enter into negotiations to amend this Contract when requested by CE pursuant to this Section, or (ii) Associate does not enter into an amendment to this Contract providing assurances regarding the safeguarding of PHI that CE, in its sole discretion, deems sufficient to satisfy the standards and requirements of the HIPAA Rules. b. Amendment of Attachment A. Attachment A may be modified or amended by mutual agreement of the parties in writing from time to time without formal amendment of this Addendum. 11. Assistance in Litigation or Administrative Proceedings. Associate shall make itself, and any Subcontractors, employees or agents assisting Associate in the performance of its obligations under the Contract, available to CE, at no cost to CE up to a maximum of 30 hours, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against CE, its directors, officers or employees based upon a claimed violation of the HIPAA Rules or other laws relating to security and privacy or PHI, except where Associate or its Subcontractor, employee or agent is a named adverse party. 12. No Third Party Beneficiaries. Nothing express or implied in this Contract is intended to confer, nor shall anything herein confer, upon any person other than CE, Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. 13. Interpretation and Order of Precedence. The provisions of this Addendum shall prevail over any provisions in the Contract that may conflict or appear inconsistent with any provision in this Addendum. Together, the Contract and this Addendum shall be interpreted as broadly as necessary to implement and comply with the HIPAA Rules. The parties agree that any ambiguity in this Contract shall be resolved in favor of a meaning that complies and is consistent Page 8 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. May 2013

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with the HIPAA Rules. This Contract supercedes and replaces any previous separately executed HIPAA addendum between the parties. 14. Survival of Certain Contract Terms. Notwithstanding anything herein to the contrary, Associate’s obligations under Section 4(d) (“Effect of Termination”) and Section 12 (“No Third Party Beneficiaries”) shall survive termination of this Contract and shall be enforceable by CE as provided herein in the event of such failure to perform or comply by the Associate. This Addendum shall remain in effect during the term of the Contract including any extensions. 15.

Representatives and Notice.

a. Representatives. For the purpose of the Contract, the individuals identified elsewhere in this Contract shall be the representatives of the respective parties. If no representatives are identified in the Contract, the individuals listed below are hereby designated as the parties’ respective representatives for purposes of this Contract. Either party may from time to time designate in writing new or substitute representatives. b. Notices. All required notices shall be in writing and shall be hand delivered or given by certified or registered mail to the representatives at the addresses set forth below. State/Covered Entity Representative: Name: _City and County of Broomfield Title:____________________________ Department and Division: __________________________ Address: _One DesCombes Drive_____________________ __Broomfield, CO ________________________ __80020_________________________________ Contractor/Business Associate Representative: Name: _Cheryl Wallace, for RubinBrown LLP _______ Title:__Partner____________________ Department and Division: ___________________________ Address: _1900 16th Street, Suite 300 __________________ _ Denver, CO 80202 _______________________

_________________________________________

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ATTACHMENT A This Attachment sets forth additional terms to the HIPAA Business Associate Addendum, which is part of the Contract dated __September 9, 2014________, between ___The City and County of Broomfield_____and __RubinBrown LLP_________, contract number ________ (“Contract”) and is effective as of ___September 9, 2014_____________ (the “Attachment Effective Date”). This Attachment may be amended from time to time as provided in Section 10(b) of the Addendum. 1. Additional Permitted Uses. In addition to those purposes set forth in Section 2(a) of the Addendum, Associate may use Protected Information as follows: None except as otherwise directed in writing by the State.

2. Additional Permitted Disclosures. In addition to those purposes set forth in Section 2(b) of the Addendum, Associate may disclose Protected Information as follows: To comply with the provisions of the Peer Review Program administered by the National Peer Review Committee of the American Institute of Certified Public Accountants.

3. Subcontractor(s). The parties acknowledge that the following subcontractors or agents of Associate shall receive Protected Information in the course of assisting Associate in the performance of its obligations under this Contract: None except as otherwise directed in writing by the State

4. Receipt. Associate’s receipt of Protected Information pursuant to this Contract shall be deemed to occur as follows, and Associate’s obligations under the Addendum shall commence with respect to such PHI upon such receipt: Upon the effective date of the contract.

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5. Additional Restrictions on Use of Data. CE is a Business Associate of certain other Covered Entities and, pursuant to such obligations of CE, Associate shall comply with the following restrictions on the use and disclosure of Protected Information: As may be directed in writing by the State.

6. Additional Terms. [This section may include specifications for disclosure format, method of transmission, use of an intermediary, use of digital signatures or PKI, authentication, additional security of privacy specifications, de-identification or re-identification of data and other additional terms.] None

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DATE (MM/DD/YYYY)

CERTIFICATE OF LIABILITY INSURANCE 11/16/2014

11/15/2013

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER

CONTACT NAME: PHONE (A/C, No, Ext): E-MAIL ADDRESS:

Lockton Companies,LLC-1 St. Louis Three City Place Drive, Suite 900 St. Louis MO 63141-7081 (314) 432-0500

FAX (A/C, No):

INSURER(S) AFFORDING COVERAGE INSURED

RubinBrown, LLP

1324545 One North Brentwood Boulevard

INSURER A :

National Fire Insurance Co of Hartford

INSURER B :

Continental Casualty Company Valley Forge Insurance Company

INSURER C :

St. Louis MO 63105

NAIC #

20478 20443 20508

INSURER D : INSURER E : INSURER F :

COVERAGES

CERTIFICATE NUMBER:

11371084

REVISION NUMBER:

XXXXXXX

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR LTR

A

ADDL SUBR INSR WVD

TYPE OF INSURANCE GENERAL LIABILITY

X

N

N

POLICY NUMBER

5085581252

POLICY EFF POLICY EXP (MM/DD/YYYY) (MM/DD/YYYY)

11/16/2013 11/16/2014

COMMERCIAL GENERAL LIABILITY CLAIMS-MADE

X

OCCUR

GEN'L AGGREGATE LIMIT APPLIES PER: PROPOLICY JECT LOC AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS

B

X

HIRED AUTOS

X

UMBRELLA LIAB

X

EXCESS LIAB

N

N 5088164841

11/16/2013 11/16/2014

SCHEDULED AUTOS NON-OWNED AUTOS

X

MED EXP (Any one person)

$

PERSONAL & ADV INJURY

$

GENERAL AGGREGATE

$

$ COMBINED SINGLE LIMIT $ (Ea accident) BODILY INJURY (Per person) $

N 4013790008

11/16/2013 11/16/2014

CLAIMS-MADE

EACH OCCURRENCE

$

AGGREGATE

$ $

X

C

DED RETENTION $ 10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N

ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below

N

$

BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ (Per accident) $

N

OCCUR

$

PRODUCTS - COMP/OP AGG $

X

B

LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence)

N 4013789960

11/16/2013 11/16/2014

N/A

X

WC STATUTORY LIMITS

OTHER

E.L. EACH ACCIDENT

$

E.L. DISEASE - EA EMPLOYEE

$

E.L. DISEASE - POLICY LIMIT

$

1,000,000 500,000 5,000 1,000,000 2,000,000 2,000,000 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX 4,000,000 4,000,000 XXXXXXX 1,000,000 1,000,000 1,000,000

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES /(Attach ACORD 101, Additional Remarks Schedule, if more space is required)

CITY AND COUNTY OF BROOMFIELD IS AN ADDITIONAL INSURED UNDER GENERAL LIABILITY/UMBRELLA LIABILITY AS REQUIRED BY WRITTEN CONTRACT.

CERTIFICATE HOLDER

CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

11371084

AUTHORIZED REPRESENTATIVE

CITY AND COUNTY OF BROOMFIELD ONE DESCOMBES DRIVE BROOMFIELD CO 80020

ACORD 25 (2010/05)

© 1988-2010 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD

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