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HomeMy WebLinkAbout2019-086 20190190 Moss Adams 1 PERSONAL SERVICES AGREEMENT CONSULTANT: Moss Adams LLP CITY OF CONTACT: Amanda McCleary-Moore, Partner ASHLAND 20 East Main Street ADDRESS: 221 Stewart Avenue, Suite 301 Ashland, Oregon 97520 Medford, Oregon 97501 Telephone: 541/488-5300 Fax: 541/552-2059 TELEPHONE: 541-857-1040 FAX: 541-773-2101 EMAIL: amanda.mccleary-moore @mossadams.com This Personal Services Agreement(hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and Moss Adams LLP, a Washington limited liability partnership(hereinafter "Consultant"),for Municipal Audit Services. NOW THEREFORE, in consideration of the mutual covenants contained herein,the City and Consultant hereby agree as follows: 1. Effective Date and Duration: This Agreement shall become effective on July 1,2018 and continue for a term of five (5) years, and unless sooner terminated as specifically provided herein, shall terminate upon the City's affirmative acceptance of Consultant's Work as complete and Consultant's acceptance of the City's final payment therefore, but not later than June 30, 2024. • 2. Scope of Work: Consultant will provide Municipal Audit Services as more fully set forth in the City's RFP Scope of Work attached hereto as "Exhibit C" and Consultant's Proposal dated May 8,2018, which is attached hereto as "Exhibit D" and incorporated herein by this reference.1 Consultant's services are collectively referred to herein as the "Work." Consultant shall issue an engagement letter in advance of each audit falling within the Scope of Work, setting forth the obligations and responsibilities specific to that year's audit; all such engagement letters shall be incorporated into this Agreement by reference and subject to the terms and conditions set forth herein. 3. Supporting Documents/Conflicting Provisions: This Agreement and any exhibits or other supporting documents shall be construed to be mutually complimentary and supplementary wherever possible. In the event of a conflict which cannot be so resolved,the provisions of this Agreement itself shall control over any conflicting provisions in any of the exhibits or supporting documents. 4. All Costs Borne By Consultant: Consultant shall,at its own risk and expense,perform the Work described above and,unless otherwise specified in this Agreement,furnish all labor, equipment,and materials required for the proper performance of such Work. 5. Qualified Work: Consultant has represented,and by entering into this Agreement now 1 Except Consultant shall not provide copies of audit workpapers to protect the integrity of the audit workplan;however,select audit workpapers may be made available upon request. Page 1 of6:Personal Services Agreement with Moss Adams LLP. represents,that all personnel assigned to the Work to be performed under this Agreement are fully qualified to perform the service to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon,are so registered, licensed and bonded. 6. Compensation: City shall pay Consultant the proposed fees set forth in the Fee Arrangement Worksheet attached hereto as "Exhibit E" as full compensation for Consultant's performance of all Work under this Agreement.In no event shall Consultant's total of all compensation and reimbursement under this Agreement exceed the sum of the proposed fees,without the express, written approval from the City official whose signature appears below, or such official's successor in office. Payments shall be made within 30 days of the date of receipt by the City of Consultant's invoice. Should this Agreement be terminated prior to completion of all Work, payments will be made for any phase of the Work completed and accepted as of the date of termination. 7. Ownership of Work/Documents: All final audit reports and other completed deliverables("Work Product")produced in furtherance of this Agreement and provided to the City, excluding any Consultant Material (defined below)contained or embodied therein, shall belong to the City, and any copyright,patent,trademark proprietary or any other protected intellectual property right in such Work Product shall vest in and is hereby assigned to the City.Notwithstanding the foregoing,the City may not alter or modify the audit reports,or any other Work Product constituting a Consultant opinion, without Consultant's written consent. Consultant may retain a copy of Work Product for archival purposes. Consultant shall own its working papers and any accounting-related general skills, know-how,expertise, ideas,concepts, methods,techniques, processes, software,materials or other intellectual property or information which may have been discovered,created,received,developed or derived by Consultant either prior to or as a result of providing services under the Agreement (collectively, "Consultant Materials").The City shall have a non-exclusive, non-transferable license to use Consultant Materials for its own internal use and only for the purposes for which they are delivered to the extent they form part of a Work Product.Notwithstanding anything to the contrary in this Agreement, Consultant and its personnel are free to use and employ their general skills,know how,and expertise,and to use,disclose, and employ any generalized ideas, concepts,know-how, methods,techniques, or skills gained or learned during the course of this Agreement so long as they acquire and apply such information without any unauthorized use or disclosure of confidential or proprietary information of the City. 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220, 279B.230 and 279B.235. 9. Living Wage Requirements: If the amount of this Agreement is $20,688.86 or more, Consultant is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in that chapter,to all employees performing Work under this Agreement and to any Subcontractor who performs 50%or more of the Work under this Agreement. Consultant is also required to post the notice attached hereto as "Exhibit B" predominantly in areas where it will be seen by all employees. Page 2 of6:Personal Services Agreement with Moss Adams LLP. 0 Indemnification: Consultant hereby agrees to defend, indemnify, save,and hold City, its officers,employees, and agents harmless from any and all losses, claims, actions, costs, expenses,judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death), or damage(including loss or destruction)to real or tangible personal property, of whatsoever nature,to the extent arising out of or incident to the negligent or reckless performance of this Agreement by Consultant(including but not limited to,Consultant's employees, agents,and others designated by Consultant to perform Work or services attendant to this Agreement). However, Consultant shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs,judgments, or other damages,caused solely by the negligence of City. The foregoing sets forth the parties' indemnification obligations under this Agreement, and neither party to this Agreement or any other person or entity shall be entitled to any form of implied or equitable indemnification at any time,whether based on a theory of contract,torts(including negligence), strict liability or otherwise, and any right thereto is hereby irrevocably waived and disclaimed by each of the parties. 10. Termination: a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both parties. b. City's Convenience. This Agreement may be terminated by City at any time upon not less than 30 days' prior written notice delivered by certified mail or in person. c. For Cause. City may terminate or modify this Agreement, in whole or in part, effective upon delivery of written notice to Consultant, or at such later date as may be established by City under any of the following conditions: i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; t t. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement; or iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this Agreement is for any reason denied, revoked,suspended,or not renewed. d. For Default or Breach. i. Either City or Consultant may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and its intent to terminate. If the party committing the breach has not entirely cured the breach within fifteen(15)days of the date of the notice,or within such other period as the party giving the notice may authorize in writing, then the Agreement may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Consultant may terminate the Agreement in the event circumstances occur that result in a recommendation of disengagement under Consultant's professional standards.Prior to such termination,Consultant shall give the City written notice of the circumstances and an Page 3 of6:Personal Services Agreement with MossAdamsLLP. opportunity to cure, if possible. If the circumstances are not cured within fifteen(15)days of the date of the notice,or within such other period as Consultant may authorize in writing, then the Agreement may be terminated at any time thereafter by a written notice of termination Consultant. iii. Time is of the essence for Consultant's performance of each and every obligation and duty under this Agreement. City by written notice to Consultant of default or breach may at any time terminate the whole or any part of this Agreement if Consultant fails to provide services called for by this Agreement within the time specified herein or within any extension thereof. iv. The rights and remedies of City provided in this subsection(d)are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. e. Obligation/Liability of Parties. Termination or modification of this Agreement pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination(regardless whether such notice is given pursuant to Subsection a,b,c,or d of this section), Consultant shall immediately cease all activities under this Agreement, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Consultant shall deliver to City all Work Product. City shall pay Consultant for Work performed prior to the termination date if such Work was performed in accordance with this Agreement. 11. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City for any purpose. Consultant shall have the complete responsibility for the performance of this Agreement. Consultant shall provide workers'compensation coverage as required in ORS Chapter 656 for all persons employed to perform Work pursuant to this Agreement. Consultant is a subject employer that will comply with ORS 656.017. 12. Assignment: Consultant shall not assign this Agreement or subcontract any portion of the Work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Consultant shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract of the Work shall not create any contractual relation between the assignee or subcontractor and City. 13. Default. The Consultant shall be in default of this Agreement if Consultant: commits any material breach or default of any covenant,warranty,certification,or obligation under the Agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency;makes a general assignment for the benefit of creditors;or ceases doing business on a regular basis of the type identified in its obligations under the Agreement; or attempts to assign rights in,or delegate duties under,this Agreement. 14. Insurance. Consultant shall,at its own expense,maintain the following insurance, which limits may be met in combination with umbrella coverage: a. Worker's Compensation insurance in compliance with ORS 656.017,which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers Page4of6:Personal Services Agreement with Moss Adams LLP. b. Professional Liability insurance with a combined single limit,or the equivalent, of not less than $2,000,000(two million dollars)per claim. This is to cover any damages caused by error, omission or negligent acts related to the professional services to be provided under this Agreement. c. General Liability insurance with a combined single limit,or the equivalent, of not less than $2,000,000(two million dollars)per occurrence for Bodily Injury,Death,and Property Damage. d. Automobile Liability insurance with a combined single limit,or the equivalent, of not less than $1,000,000(one million dollars)for each accident for Bodily Injury and Property Damage,including coverage for owned,hired or non-owned vehicles,as applicable. e. Notice of cancellation or change. In the event of a cancellation, material change,reduction of limits or intent not to renew the insurance coverage(s), Consultant shall provide the City with30 days' prior written notice or promptly obtain replacement coverage meeting the requirements set forth in this Section 15. f. Additional Insured/Certificates of Insurance. Consultant shall name the City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies, excluding Professional Liability and Workers' Compensation, required herein (blanket endorsement acceptable), but only with respect to Consultant's services to be provided under this Agreement.The consultant's insurance is primary and non-contributory.As evidence of the insurance coverages required by this Agreement, the Consultant shall furnish acceptable insurance certificates prior to commencing the Work under this Agreement. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies (but not declarations pages for Professional Liability);trust agreements, etc. shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles,self- insured retentions,and/or self-insurance. 15. Nondiscrimination: Consultant agrees that no person shall, on the grounds of race, color, religion, creed,sex,marital status,familial status or domestic partnership,national origin,age,mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of any Work under this Agreement when employed by Consultant. Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes,rules and regulations. Further, Consultant agrees not to discriminate against a disadvantaged business enterprise,minority-owned business,woman-owned business,a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055,in awarding subcontracts as required by ORS 279A.110. 16. Consultant's Compliance With Tax Laws: 17.1 Consultant represents and warrants to the City that: 17.1.1 Consultant shall,throughout the term ofthis Agreement, including any extensions hereof, comply with: (i)All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316,317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant;and (iii) Any rules,regulations,charter provisions,or ordinances that implement or enforce any of the foregoing tax laws or provisions. Page 5of6:Personal Services Agreementwith MossAdamsLLP. 17.1.2 Consultant, for a period of no fewer than six(6)calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon,including but not limited to ORS 305.620 and ORS Chapters 316,317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant;and (iii) Any rules,regulations,charter provisions,or ordinances that implement or enforce any of the foregoing tax laws or provisions. 17. Governing Law;Jurisdiction;Venue: This Agreement shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding(collectively, "the claim") between the City and the Consultant that arises from or relates to this Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If, however,the claim must be brought in a federal forum,then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County,Oregon. Consultant, by its signature hereon of its authorized representative,hereby consents to the inpersonam jurisdiction of said courts. 18. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS AGREEMENT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. CONSULTANT, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT CONSULTANT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 19. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. 20. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this Agreement within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this Agreement attributable to Work performed after the last day of the current fiscal year is contingent on City appropriations,or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion,to continue to make payments under this Agreement. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this Agreement without penalty or liability to City, effective upon the delivery of written notice to Consultant,with no further liability to Consultant. 21. Certification. Consultant shall sign the certification attached hereto as "Exhibit A" and incorporated herein by this reference. Page 6 of6:Personal Services Agreement with Moss Adams LLP. CITY OF ASHLAND: MOSS ADAMS LLP: By: By: 1 4A / ,a /. 'rl( A 's ii it 1 City Administrator Signature le-4111 A. Printed Name d Printed Name ‘5 ( 3t1, (a ParlVtGf� Date Title 3/2118 Date Purcha-- Order No. (W-9)to be submitted with this signed Agreement) • / -.A- C is Date Page 7 of6:Personal Services Agreement with Moss Adams LLP. EXHIBIT A CERTIFICATIONS/REPRESENTATIONS: Consultant, by and through its authorized representative,under penalty of perjury, certifies that (a)the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and (b) Consultant is not subject to backup withholding because: (i) it is exempt from backup withholding, or(ii) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or(iii) the IRS has notified it that it is no longer subject to backup withholding. Consultant further represents and warrants to City that: (a) it has the power and authority to enter into and perform the Work, (b) the Agreement, when executed and delivered, shall be a valid and binding obligation of Consultant enforceable in accordance with its terms, (c) the work under the Agreement shall be performed in accordance with the highest professional standards, and (d) Consultant is qualified,professionally competent, and duly licensed (if applicable) to perform the Work. Consultant also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, it is an independent contractor as defined in the Agreement, it is authorized to do business in the State of Oregon, and Consultant has checked four or more of the following criteria that apply to its business. ✓ (1) Consultant carries out the work or services at a location separate from a private residence or is in a specific portion of a private residence, set aside as the location of the business. ✓ (2) Commercial advertising or business cards or a trade association membership are purchased for the business. ✓ (3) Telephone listing is used for the business separate from the personal residence listing. ✓ (4) Labor or services are performed only pursuant to written contracts. ✓ (5) Labor or services are performed for two or more different persons within a period of one year. V (6) Consultant assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission (professional liability) insurance or liability insurance relating to the Work or services to be provided. Se‘fniveund‘Ncilia,,S ilcxJ,ra., 8/2,3 /,g Consultant Date Page 1 of I EXHIBIT C • • IBIT B CITY OF ASHLAND, OREGON City of Ashland LIVING ALL employers described WAG E below must comply with City of Ashland laws regulating •a ment of a livin. wa.e. $14.81 per hour, effective June 30, 2017. The Living Wage is adjusted annually every June 30 by the Consumer Price Index. Employees must be paid a portion of business of their 401K and IRS eligible living wage: employer, if the employer has cafeteria plans (including ten or more employees, and childcare) benefits to the has received financial amount of wages received by assistance for the project or the employee. ➢ For all hours worked under a business from the City of service contract between their Ashland in excess of ➢ Note: For temporary and employer and the City of $20,688.86. part-time employees, the Ashland if the contract Living Wage does not apply exceeds $20,688.86 or more. ➢ If their employer is the City of to the first 1040 hours worked Ashland, including the Parks in any calendar year. For ➢ For all hours worked in a and Recreation Department. more details, please see month if the employee spends Ashland Municipal Code 50% or more of the ➢ In calculating the living wage, Section 3.12.020. employee's time in that month employers may add the value working on a project or of health care, retirement, For additional information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, OR 97520, or visit the City's website at www.ashland.or.us. Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND Page 1 of I EXHIBIT I3 • • Exhibit C SCOPE OF SERVICES The City of Ashland is requesting proposals for municipal audit services from qualified, licensed and experienced independent accounting firms. Annual municipal audits will be performed for the City of Ashland and Ashland Park and Recreation Commission. Additional audits will be required for the City's Food and Beverage Tax and the City's Transient Occupancy Tax. The format of audit papers must allow the City to meet the requirements of the GFOA Comprehensive Annual Financial Reports (CAFR), including the CUFR, reporting program. The City of Ashland anticipates the continued submission of its CAFR, including the CUFR(Component Unit Financial Report) for Ashland Park and Recreation Commission,to the GFOA for the Certificate ofAchievement for Excellence in Financial Reporting. The annual municipal audits will encompass a financial and compliance examination of the governmental activities, business-type activities, each major fund and the aggregate remaining fund information, which collectively comprises the financial statements of the City of Ashland and Ashland Parks and Recreation Commission. The City's intent is to award a contract to the highest ranked proposer for a term of five (5) years. Note:The City's public contracting requirements require a formal solicitation(Request for Proposal)be processed and a resulting contract be executed for a specific term(number of years). When the contract and options to extend the contract expire,the City is required to process another formal solicitation(Request for Proposal)to acquire the required services. The successful proposer will be required to meet the highest standards prevalent for the following scope of services: A. Comprehensive Annual Financial Reports (CAFR) The City of Ashland, Administrative Services Department prepares a CAFR for the City and for the Ashland Park and Recreation Commission (the City's Component Unit Financial Report- CUFR). They are prepared to conform fully with Generally Accepted Accounting Principles (GAAP), the Minimum Standards as defined in ORS 297 and to be in full compliance with applicable pronouncements of the Governmental Accounting Standards Board (GASB) and/or the Financial Accounting Standards Board (FASB), and as appropriate, disclosures required by State regulations. Independent auditor reports on the examination of each of these basic financial statements are required. The purpose of the auditor's examinations is to form an opinion on the fairness of presentation, in accordance with GAAP, of the basic financial statements taken as a whole. The combining, individual fund and financial statements and schedules, as listed in the additional information section of the CAFR are to be examined"in relation to"the basic financial statements. As part of the audit(s), the selected audit firm will be required to perform an evaluation of the internal accounting controls and communicate any weaknesses and recommendations as required in the CAFR and CUFR in separate letters to management. The selected audit firm shall have conducted an examination of, and have issued its opinion on the financial statements, including auditor's comments and disclosures required by the Minimum . Standards for Audits for Oregon Municipal Corporations,no later than November 15 of each year. Each year the schedule will be reviewed and adjusted if appropriate. For the interim work,the files can be ready in March depending on requested information. For the Final audit work,the records will be ready by the last week in August, again depending on requested information. RFP—Municipal Audit Services,Page 10 of 31 All work papers beyond those prepared by the City and Parks in the normal process of fiscal closing will be the responsibility of the selected auditor. The selected auditor will annually provide the City with copies (electronic is acceptable) of final work papers prior to final payment. The City of Ashland 2017-2019 Biennium Budget can be found on the City's website at: http://www.ashland.or.us/SIB/files/2017-19%20Budget/2017 19 Budget Complete.pdf The City of Ashland Comprehensive Annual Financial Report can be found on the City's website at: http://www.ashland.or.us/Files/2017%20CAFR.pdf B. Report on the Single Audit A report on the results of a single audit of the City's and Parks' grants may be required by the Uniform Single Audit Act of 1984 (as revised in 1996) and OBB Circular A-133, "Audits of State and local Governments." City staff will provide schedules of grant activity; however, the selected audit firm is expected to prepare the Schedule of Federal Financial Assistance reconciled to the City's financial statements. Should the City and/or Parks require a Single Audit, the following will be required: The selected audit firm is expected to prepare and deliver its report on the single audit no later than November 15 of each year. The report on the single audit shall state that the audit was made in accordance with the provisions of OMB Circular A-133 and shall include at a minimum: 1. The selected audit firm's opinion on the combined financial statements and a report stating that the Schedule of Federal Financial Assistance was examined"in relation to" the basic financial statements; 2. The selected audit firms' report on the study and evaluation of internal control systems. The report must identify the City's significant internal accounting controls, and those controls designed to provide reasonable assurance that Federal programs are being managed in compliance with applicable laws and regulations. This report must also identify those controls which were not evaluated, and any material weaknesses identified as a result of the evaluation; and 3. The selected audit firm's report on compliance with Federal laws and regulations containing: a. Statement of positive assurance with respect to those items tested for compliance, including compliance with laws and regulations pertaining to financial reports and claims for advances and reimbursements. In addition, the firm's report should disclose whether the City has, for each of its major federal assistance programs, complied with laws and regulations for which noncompliance could have a material effect on the allowable • program expenditures; b. Statement of negative assurance on those items not tested; c. Summary of all instances of noncompliance; d. Identification of total amount of costs questioned, if any, for each Federal assistance award, as a result of noncompliance; and e. Other statements or reports to satisfy state and local government's requirements. If the selected audit firm finds indications of fraud or illegal acts, the firm is required to submit a separate written report, including questioned costs found as a result of these acts, to the City or Parks. C. Management Letter(s) The letter should include recommendations to management,prepared by the selected audit firm in RFP—Municipal Audit Services,Page 11 of 31 • letter form, which include any findings, observations, opinions, comments or recommendations, relating to internal control, accounting systems, data processing, compliance with laws, rules and regulations, or any other matters that come to the attention of the audit firm during the course of the examination and, in the opinion of the audit firm, warrant the attention of management. Such recommendations shall not be construed as special or additional studies, but shall be limited to those usually associated with the study of internal control systems and procedures as a part of an examination of financial statements. The management letter(s) and management's written responses shall be discussed with City officials prior to publication. The selected audit firm will prepare and deliver ten(10) copies of the final report to the City following the same schedule as for the CAFR and CUFR. D. Modifications to Original Audit Scope and Contract Amount In the event that circumstances disclosed by either audit indicate that a more extensive and detailed examination is required, in addition to that which would be sufficient under normal circumstances, the selected audit firm shall provide all pertinent facts relative to the extraordinary circumstances together with the firm's cost estimate of the additional services to the City. Any fees relating to such extensions of examination procedures are to be considered as additional fees subject to negotiation and are not included within the scope of services to be performed under the original contract signed as a result of this RFP. E. Other Services 1. GFOA Certificate of Achievement The selected audit firm is expected to assist the City and Parks in obtaining the Certificate of Achievement for Excellence in Financial Reporting award for its CAFR and CUFR from GFOA. The program affirms that the financial report(s) not only comply with generally accepted accounting principles and applicable legal requirements, but are also easy to read, efficiently organized and conform to program standards. 2. Other Technical Assistance As a part of the overall audit contract and included in the fee for the audit(s), the City and Parks expect to receive from the audit firm a variety of technical assistance throughout the fiscal year. This would include assistance with the implementation of future GASB statements as well as assistance in other accounting, reporting, or internal control questions. 3. Additional Audits The auditor will also schedule and perform limited scope audits of local businesses for conformance to Ashland Municipal Code Section 4, Chapters 24 and 34 providing four reviews of Hotel/Motel and six reviews of prepared food establishments each year. In support of the auditor, City staff will assist selecting those to be audited using a random selection process and also coordinate schedules and appointments if needed. Typically, an audit involves a site visit to a local business to review all of the data that the business uses to prepare a Food & Beverage and TOT (Transient Occupancy Tax)tax return. Then it requires an audit of approximately three months of data to verify how they collect the tax, whether the tax is included in the price or is added separately and finally to verify the amount of sales to the amount reported on the tax return. 4. Additional Services Proposals shall contain provisions for dealing with extraordinary circumstances discovered during the audit that may require an expansion of audit work beyond that RFP—Municipal Audit Services,Page 12 of 31 which was originally planned. In addition, the selected audit firm may be requested to perform special projects for the City during the year. Because of variations in the demand for additional services from year to year, such work will be contracted for,provided, and billed separately to the City on an hourly or otherwise agreed-upon basis. F. Fee Arrangement The fees being proposed for the audit services shall be provided on the Fee Arrangement Worksheet attached as Exhibit B. G. Contract The City's intent is to award a contract to the highest ranked proposer for a term of five (5) years, beginning with the fiscal year ending June 30, 2019. Work to begin July 1,2018, which is the first day of fiscal year 2019. • RFP—Municipal Audit Services,Page 13 of 31 Exhibit D MOSSADAMS OPPORTUNITY RISING TECHNICAL AUDIT PROPOSAL FOR CITY OF ASHLAND Amanda McCleary-Moore, Partner Moss Adams LLP 221 Stewart Avenue,Suite 301 Medford,OR 97501 (541)857-1040 • MOSS A D A M S Dear Mr.Welch: Thank you for the opportunity to present this proposal to City of Ashland(City)for independent audit services.You'll find our firm is highly qualified and has vast experience in serving municipalities similar to the City.We're committed to providing you with a level of service and attention that exceeds our competitors. Below are just some of the many ways you'll see that the City will benefit from a professional relationship with Moss Adams: • Government expertise.With over 25o government clients firmwide- approximately 25 of which are right here in Oregon—we have vast experience serving cities throughout the state and beyond.We've built our processes around the Oregon Minimum Audit Standards and your engagement will be staffed with government-focused professionals from our Oregon offices,giving you access to the industry resources you need right in your own backyard. May 8,2018 • Depth of local resources.Headquartered in the Pacific Northwest,we Mark Welch maintain a strong presence in the state of Oregon.Your engagement will be Administrative Services staffed with government-specialized professionals from our Oregon region and Director --- primarily from our Medford office,giving you access to the industry resources City of Ashland you need right in your own backyard.We have the depth of resources necessary 90 N.Mountain Avenue Ashland,OR 97520 to serve the City with local and regional professionals. • Smooth transition.We've put a lot of effort into designing a transition process that minimizes the impact on you and your staff.We take responsibility for setting meetings,getting to know your operations,and making accommodations so you can focus on running the City's operations. • Solid relationships and communication.The City needs a team dedicated to working closely with the agency as a trusted resource,a team that's more than a once-a-year service provider.That's why during the audit and throughout the year,we'll solicit and encourage communication to facilitate a smooth process and keep management apprised of new accounting pronouncements and industry issues.We'll maintain close and regular contact with you throughout the year. • Single audit focus.We've devoted significant firmwide resources to developing one of the largest single audit practices in the nation.In addition to the over 3,20o single audits our team has performed since 1997,we've created a rigorous _ training program to make sure our teams are up to date with Office of Management and Budget(OMB)compliance. We commit to making the City a long-term and extremely satisfied client of Moss Adams.Our personal promise to you is to be sure you receive the best service Moss May 8,2018 Adams is capable of providing. Mark Welch With client service and open communication placed above all else,we're sure we'll Administrative Services provide an efficient and effective experience.Together,we'll infuse knowledge, Director energy,and experience into your engagement.Thank you for your consideration of City of Ashland Moss Adams. 90 N.Mountain Avenue Ashland,OR 97520 Sincerely, �� 1r i ' YIUCJI/'_) Amanda McCleary-Moore,CPA Partner (541)732-3865(direct line) (541)773-2102(fax) amanda.mcclearv-moore@tmossadams.com Table of Contents Proposal Form 1 Qualifications and Experience 2 About Moss Adams 2 Key Personnel on Your Engagement 7 Resumes 8 I Proposed Services 12 Your Scope of Work 12 Additional Services 24 I Sample Reports 27 References 38 I I Contract Terms and Conditions 39 Contract Exceptions 39 Exhibit C 40 ■ EXHIBIT A Request for Proposals MUNICIPAL AUDIT SERVICES April 3,2018 Proposal Submission Form The undersigned proposer submits this proposal in response to the City's Request for Proposals (RFP) for MUNICIPAL AUDIT SERVICES,released on April 3, 2018. The proposer warrants that proposer has carefully reviewed the RFP and that this proposal represents proposer's full response to the requirements described in the RFP. The proposer further warrants represents that if this proposal is accepted, subject to the exceptions submitted: the proposer will contract with the City, agrees to the terms and conditions found in the attached contract and RFP or has submitted terms and conditions acceptable to the City, and will provide all necessary labor, materials, equipment, and other means required to complete the work in accordance with the requirements of the RFP and contract documents. The proposer hereby acknowledges the requirement to carry or indicates the ability to obtain the insurance required in the contract, subject to the exceptions submitted. Indicate in the affirmative by initialing here: The proposer hereby acknowledges receipt of Addendum Nos. 1 , 2, 3 , , to this RFP. Full legal name of company: Moss Adams LLP Principle owner's name: N/A Business Address: 221 Stewart Avenue, Suite 301 Medford, OR 97501 State and location of company headquarters: Seattle, Washington Year business established: 1913 Telephone Number: (541) 857-1040 Fax Number: (541) 773-2102 Email Address: amanda.mccleary-moore @mossadams.com Authorized Signature: ( � � ✓1 cic I v 1 C. CNe Printed/Typed Name: Amanda McCleary-Moore Title: Partner Date: RFP—Municipal Audit Services,Page 19 of 31 • — Qualifications and Experience ABOUT MOSS ADAMS History _ Our story begins in 1913,the year President Woodrow Wilson signed the federal income tax into law.That same year,John G. McIntosh, CPA, set up a small Seattle practice to serve a booming Pacific Northwest 105 _ timber industry.Through good times and bad,through years ms"s, two world wars and 18 US presidents,that practice steadily extended its reach to serve the industries that built this country. - 2,900+ p°'°"°_° Today,that practice is Moss Adams, a fully integrated professional services firm dedicated to growing, _ 30_+ managing, and protecting prosperity. Since we put hdusmea down roots in the Pacific Northwest more than 100 served' years ago,we've steadily expanded to serve clients across the nation and globally.Our full range of services includes accounting,consulting, as well as C„,,rw,_ individual and institutional wealth management and de s:1i°Lrf Urd n..,9fraaver:o sort, were now one of the 15 largest US accounting and 08108'o1e"'a^"018 consulting firms. Firm Organization and Management Moss Adams is organized as a limited liability j — partnership with approximately 330 active partners. Firm business is conducted under the leadership of our chairman, Chris Schmidt; our president, Dave Follett; an elected executive committee; regional and — I ® office managing partners;and many industry chairpersons. - Several additional committees convene to handle 25+ 100+ $577M specific issues and needs of the firm's business,such Glen ssaVed as accounting and auditing standards,tax practice, nest al an'manses, dnp,ga Pros N Sx earned firm training,industry business development, and information services. Our national office, located in Seattle,Washington, provides certain centralized • support services for the firm. Our practice offices have rnik �aaadeern,..eev., local leadership to help improve opportunities in their mdrtermfnn°�.,�,ddm.• '� local business environment, but offices also work °"°na @Llama"2018 collaboratively to best serve our clients. j . Moss Adams I Proposal for City of Ashland 2 Oregon Focus Your engagement will be staffed with government-focused professionals l - based in Oregon—primarily from our Medford office.You'll have access Oregon to essential industry resources right in your own backyard. Our local team Presence understands the state's economy and will be readily available when you 1 I I need them.You'll be able to connect with any of your engagement 11 35 280+ leaders, partners, or managers through close communication via in- years on partners professionals person meetings, phone calls, and emails.You can also expect to see at Portland Business least one or all of your engagement leaders and managers on-site during Journals 10 Most q the audit to answer questions and further facilitate communications with Admired your team. List Licensed Municipal Auditors Amanda McCleary-Moore, proposed engagement partner, is a licensed Oregon municipal auditor under number 1574.Jim Lanzarotta, proposed quality control reviewer, serves under license number 1116. Like other government entities throughout the state,the City must comply with appropriate legal provisions, most notably, Oregon Minimum Audit Standards.Your proposed team works with numerous cities and counties throughout the state—you won't find professionals who understand Oregon municipalities better than they do. In fact,we were recently selected to serve the City of Medford and, similar to the City of Ashland,the City of Grants Pass,for which we'll also perform a lodging review; they'll join a robust local client portfolio which also includes the following clients: Current and Former Oregon Government Clients City of Bend Financial and Compliance Audits City of Brookings Financial, Compliance, and Urban Renewal Agency Audits City of Portland Financial, Compliance, and Landfill Agreed-Upon Procedures City of Tigard Financial and Compliance Audits Clackamas County Financial and Compliance Audits, including the Parks and Recreation District component unit Curry County Financial, Compliance,and Transit District Audits Jackson County Financial, Compliance, and Passenger Facility Charge Audits Josephine County Financial and Compliance Audits, Landfill Agreed-Upon Procedures, and Tax Levy Examination Klamath County Financial, Compliance, Drainage Service District, and Library District Audits; Landfill Agreed-Upon Procedures Lane County Financial and Compliance Audits, Landfill Agreed-Upon Procedures, and Tax Levy Examination Multnomah County Financial and Compliance Audits Port of Astoria Financial and Compliance Audits Port of Coos Bay Financial and Compliance Audit Portland Development Commission Financial and Compliance Audits Portland METRO Financial, Compliance, and Bond Covenant Audits TriMet Financial, Compliance, and FTA/NTD Agreed-Upon Procedures Moss Adams I Proposal for City of Ashland 3 Government Services The City will be in good hands with our skilled team of government auditors.These individuals focus their entire careers on serving tax-exempt entities and are part of a firmwide team of over 180 professionals providing services to a group of specialized practices including governments, higher education institutions, nonprofits, tribal and gaming entities, and municipal utilities.This team currently serves almost 1,500 clients throughout the United States each year.We have several experienced partners and senior managers who lead audit engagements for over 250 governmental entities including state agencies;cities and counties; public colleges and universities; special purpose governments including ports, utility districts, and transit agencies; public retirement funds;and others. You'll receive a more effective audit from our industry professionals who have a deep understanding of your industry.They don't simply"dabble" in audits of governmental entities and thus are more likely than generalists to spot potential problems, create effective solutions, and understand the trends. Professionals Dedicated to Nonprofits Tax-Exempt Clients and Government Served Firmivide EXPERIENCE LEVEL NUMBER TYPE NUMBER Partners 27 Not-for-Profit 1,265 Senior Managers and Directors 48 Government 250+ Managers 45 Seniors and Staff 60+ - TOTAL 180+ We recognize government organizations are accountable to many different constituencies—oversight agencies, audit committees, elected officials,taxpayers—all with different expectations and demands. That's why we commit significant personnel and resources to our Government Services team, building technical expertise in all areas of government.We have several experienced partners and senior managers who lead audit engagements for over 200 government entities including state agencies;cities and counties; public colleges and universities;special purpose governments including ports, utility districts, and transit agencies; public retirement funds; and others. GASB Involvement Through close ties to industry standard setters and associations and our firm is deeply involved with GASB. In fact, David Bean, director of research and technical activities for GASB, has joined our firm's Government Services team regularly over the past 10 years. He typically joins our group of more than 150 practitioners on an annual basis for a two-hour presentation and discussion of the latest government accounting pronouncements and topics of interest to our professionals and their clients. Implementation New GASB Pronouncements We've assisted many of our clients with implementation of new accounting standards, including, most recently, GASB No. 77.As a result of our national involvement, we're helping develop implementation guidance to assist our clients with GASB No. 75 in 2018,which includes client training and tools for practical application. Moss Adams I Proposal for City of Ashland 4 KEY PERSONNEL ON YOUR ENGAGEMENT Staffing Plan To conduct the best audit possible,we've assigned a manager who dedicates all of her time to government entities to your engagement. Kimberly Reno,your proposed manager,will be on-site for the majority of the audit to provide daily supervision of the in-charge and staff accountants.This will involve directing and reviewing the efforts of the staff members performing the engagement and making sure engagement objectives are accomplished. Supervision will occur as work is performed to identify and resolve issues or inefficiencies in real time. THE CITY'S ENGAGEMENT TEAM Amanda McCleary-Moore Jim Lanzarotta Partner --- Partner Engagement Leader Quality Control Reviewer Kimberly Reno Weston Nelson Manager Director Audit Manager IT Auditor Ellen Alphonso Senior Audit Senior In addition,Amanda McCleary-Moore, engagement partner,will be involved throughout the process and is available for technical questions and support. She will also be on-site for portions of the fieldwork because we believe this improves client service and facilitates rapid responses to any questions that arise during fieldwork. Accounting Staff We'll select and assign professional staff on the basis of their prior government industry experience and their ability to complete each assignment with careful consideration of your deadlines and time frames. Because Moss Adams is an industry-based firm, our staff and seniors begin to specialize within their careers early on. There are a number of staff members with considerable government industry experience in our Medford office.We'll be happy to make these individuals available for interviews at your request. Moss Adams I Proposal for City of Ashland 7 RESUMES Amanda McCleary-Moore,CPA,Partner Amanda will serve as the engagement partner for the City. She'll be responsible for making sure your audit is performed in compliance with firm and professional standards.Amanda will work with the City council on communicating audit and financial-related matters and with management on the implementation of new accounting standards as well as providing technical assistance and review for the 4.1 City's financial statements, single audit, and other reports. Professional Experience Amanda has practiced public accounting since 2000 and focuses on serving clients in the government and not-for-profit industries. She has provided a range of services to her public and tax-exempt clients. Amanda leads the not-for-profit and government group in the firm's Medford office. Representative Clients • City of Bandon, OR Klamath County Drainage Service District, OR • City of Brookings, OR o Klamath County, OR • City of Tigard, OR Lane County, OR • Clackamas County, OR c Oregon International Port of Coos Bay, OR • Curry County, OR a Urban Renewal Agency of Brookings • Jackson County, OR Certifications • Certified Public Accountant, Oregon, license number 10608 • Municipal Auditor, license number 1574 Professional Affiliations • Member,American Institute of Certified Public Accountants • Member, Oregon Society of Certified Public Accountants • Member, Government Finance Officers Association Community Involvement Member, Finance Committee, Habitat for Humanity • Member,Audit Committee, Southern Oregon Goodwill Industries, Inc. • Board member, Logos Public Charter School Education BS, accounting, Southern Oregon University Relevant Training For the past three years,Amanda has met the industry-specific and audit continuing professional education requirements in accordance with Government Auditing Standards.Amanda participated in the Moss Adams pension task force to provide CPE internally and externally related to GASB No.68. Additionally,Amanda has completed 172.50 hours of continuing professional education over the past three years. Moss Adams I Proposal for City of Ashland 8 Jim Lanzarotta,CPA,Partner,National Practice Leader,Government Services Jim will serve as the quality control reviewer for the City. Professional Experience ,, Jim has practiced public accounting since 1984 and specializes in providing audit, accounting, and consulting services to governmental entities including state '° agencies; counties; cities; universities and their foundations; port and transportation authorities; and water, sewer, and other special districts. Representative Clients • City of Bend, OR • Klamath County, OR • Portland Development • City of Portland, OR • Lane County, OR Commission, OR • City of Tigard, OR • METRO • State of Oregon, Secretary Clackamas County Service • Multnomah County, OR of State • District No. 1 • Oregon compliance audits • Tri-Cities Service District • Clackamas County, OR as part of state's single • Tri-County Metropolitan • Curry County, OR audit Transportation District, OR • Jackson County, OR • Port of Stockton, CA Certifications • Certified Public Accountant, Oregon, license number 5435 • Municipal Auditor, license number 1116 Professional Affiliations • Associate member, Government Finance Officers Association • Associate member, Oregon Government Finance Officers Association • CPA committee member, Oregon Society of Certified Public Accountants • Member,American Institute of Certified Public Accountants • Member, Financial Accounting Foundation's Governmental Accounting Standards Advisory Council • Past chair, Governmental CPE Committee, Oregon Board of Accountancy Education • BBA, accounting, University of Oregon Relevant Training For the past three years,Jim has met the industry-specific and audit continuing professional education requirements in accordance with Government Auditing Standards. Jim's currently an appointed member of the Financial Accounting Foundation's Governmental Accounting Standards Advisory Council, a group of leaders responsible for advising GASB on issues related to the financial accounting and reporting by state and local governments. Jim has completed 147 hours of continuing professional education over the past three years. Moss Adams I Proposal for City of Ashland 9 Weston Nelson,CRISC,CISA,Director , Weston will serve as an IT consultant for the City. Professional Experience It 1144?: Weston has provided financial compliance, internal control,and risk management services since 1996. His risk management services include Sof internal audits, Sarbanes-Oxley compliance, process and control analysis, IT compliance and strategy, IT governance, ERP solutions, and anti-bribery. Weston has a broad-based collaborative approach to risk management,working closely with stakeholders to understand business and compliance risks while developing strategies to improve, - remediate,and monitor compliance and risk management efforts. He has helped companies develop appropriate strategies to address regulatory rules and compliance with the Public Company Accounting Oversight Board (PCAOB), Control Objectives for Information and Related Technology (COBIT), Foreign Corrupt Practice Act(FCPA), and the SEC Sarbanes-Oxley Act. ? Weston has led global compliance practices and strategy for multinational companies in the Fortune 100, Big Four, and regional public accounting environments. He began his career with a Big Four firm and was most recently the global finance compliance director for Nike. He previously spent two years at Moss Adams providing business risk management and control solutions, helping clients implement and manage SOX 404 engagements and internal controls over financial reporting. Professional Affiliations Certified in Risk and Information Systems Control • Certified Information Systems Auditor Member, Information System Audit and Control Association • Member, Institute of Internal Auditors Education • MAcc, Brigham Young University • BS, accounting, Brigham Young University Continuing Professional Education Weston has completed 169 hours of continuing professional education over the past three years. L r- L Moss Adams I Proposalfor City ofAshland 10 Kimberly Reno,CPA,Manager Kimberly will serve as the City's audit manager. Professional Experience Kim has practiced public accounting since 2012. She provides professional services to clients encompassing a variety of industry groups, including government entities and not-for-profit organizations, as well as employee benefit plans. Representative Clients Kimberly's experience includes managing engagements for Klamath County and Josephine County. Certifications • Certified Public Accountant, Oregon, license number 14802 Professional Affiliations • Member,American Institute of Certified Public Accountants • Member, Oregon Society of Certified Public Accountants Education • BA, business administration (concentration in accounting), Southern Oregon University Relevant Training Kimberly has met the industry-specific and audit continuing professional education requirements in accordance with Government Auditing Standards and has completed 169 hours of continuing professional education over the past three years. Ellen Alphonso,CPA,Senior Ellen will serve as the City's audit senior. Professional Experience Ellen has practiced public accounting since 2015. She's a member of our firm's Government Services Practice and Employee Benefit Plan Services group providing a variety of services to municpal governments and tax-exempt entities. Representative Clients Ellen's municipal experience includes working with Klamath County, Jackson County, and the American Samoa Power Authority. Certifications • Certified Public Accountant, Oregon, license number 14913 Professional Affiliations ® Member,American Institute of Certified Public Accountants • Member, Oregon Society of Certified Public Accountants Education • Post Baccalaureate Certificate,accounting, Southern Oregon University • BS, communication arts, Georgia Southern University Relevant Training — Ellen has met the industry-specific and audit continuing professional education requirements in accordance with Government Auditing Standards and has completed 175 hours of continuing professional education over the past three years. Moss Adams I Proposal for City of Ashland ii Proposed Services YOUR SCOPE OF WORK - Proposed Approach It's not just about what we do, it's about how we do it. For us, an audit isn't just a compliance exercise. It's an opportunity to view the City at a macro level, go well beyond the numbers,and provide greater i .. value than simply complying with a requirement. L We understand the scope of this engagement covers annual municipal audits for the City,Ashland Park and Recreation Commission,the City's Food and Beverage Tax,and the City's Transient Occupancy Tax. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America, Government Auditing Standards, Uniform Guidance for Federal Awards. We have a deep respect for your time and don't believe in the one-size-fits-all approach so we'll create an approach specifically suited to the City.After all,why spend time on procedures that aren't L necessary?Customizing our process results in an efficient audit that's complete in fewer hours. Oregon Minimum Audit Standards L Our firm has developed a comprehensive audit program designed to test the City's compliance with certain state laws as required by the Oregon Minimum Audit Standards, including the following: • Legal and Budget Review of the budget document, published notices, and the ordinance adopting the budget.We also test the City's quarterly budget changes during the year for all major funds and a sample the smaller funds I o Public Purchasing.Sample public contracts for compliance with ORS requirements L. a Deposits and Investments.Test the City's depositories against the approved State Treasurer's list, investments against guidance on what is allowable, and the City's investment policies Insurance.Verify the City's has a risk management program • Indebtedness.Test the City's compliance with legal debt limits and debt covenants • Highway Funds.Test the City's expenditures of gas tax receipts against state requirements Programs Funded with Outside Sources.Test a sample of grant programs for compliance with grant requirements • Reporting. Provide a report to be included in with the audited financial statements that reports our - findings.All findings will be discussed with management immediately so there are no surprises when the final written report is delivered. • I . L I I L ' I Moss Adams I Proposal for city of Ashland 12 Methodology Understand Create Audit Concerns Strategy Perform Audit Finalize Audit —Meet with —Evaluate FINANCIAL COMPLIANCE —Meet with _ committee options committee and and —Perform control —Test management management —Evaluate procedures effectiveness transaction of controls over —Get feedback —Identify risks flows and —Apply compliance controls substantive —Present and —Note views tests —Test program discuss on fraud —Understand compliance findings federal —Execute data —Explore programs and analyses approach determine major programs —Examine compliance —Develop with laws and specifics of regulations plan COMMUNICATE Expectations Audit Execution Results The City will benefit from our customized, risk-based audit approach as well as the timely and effective communication and coordination of our audit activities. With dedicated and ongoing involvement from our partners and senior-level professionals,the audit will be planned and executed by an experienced team that understands your industry. During the audit, your Moss Adams audit partner,Amanda McCleary- Moore,will be in the field to review the work in progress and address any issues with management. This reduces time spent on post-audit procedures and wrap-up. Our emphasis on tailoring an integrated audit to focus on the areas of significant risks allows us to complete the audit in an efficient and effective manner. Our audit will include the following: • Plan the engagement based on a thorough understanding of your business risks and transactions • Communicate and coordinate activities with management and the audit committee based on an agreed-upon timeline • Conduct continuous audit procedures to increase efficiency and reduce the burden on your personnel at year-end • Work with management to resolve any complex accounting or reporting issues as early as possible in the audit process • Provide recommendations to management for areas of improvement Federal Compliance Audit Given our vast experience in this area and our sizable Government Services team,we have a deep understanding of the challenges involved in adhering to grant requirements at all levels:federal, state, and local. Our general audit approach follows the guidelines and framework in Government Auditing Standards(GAS)and the Uniform Guidance for Federal Awards.This approach is risk-based, beginning with the identification of major programs for audit and the related applicable compliance requirements described in the OMB Compliance Supplement, grants, and contract agreements.We also have specific experience the City's programs including Community Development Block Grant and the Safe Drinking Water Act. Moss Adams I Proposal for City of Ashland 13 F- I Work Plan ` ' TRANSITIONING'TOMOSS ADAMS, It's our first step in welcoming you as a new client—and it's an important one. Our goal?To avoid disruption to your staff and make the transition period as smooth as possible.You'll get: Personal, No Surprises Partner-Led Service Flexibility -We meet with you well before —Close leadership of —A transition plan tailored _ the transition engagement teams to your needs —We look over your financial —Face-to-face meetings —Responsive, proactive statements ahead of time with your team service —We create a communication —Focus on building a -Ability to hit the ground plan so you stay Informed relationship running with your existing report methods and —We outline clear expectations workpapers and timing for both of us Transition Steps 1. Entrance meetings.Conference with your finance department and other appropriate groups to discuss risks, expectations, processes, and timelines. 2. Planning sessions. Meet with key managers to discuss risks, expectations,the audit process and timelines,and to share key strategic,financial, and operational information. 3. Review working papers. Examine your prior auditor's working papers to understand their audit approach and the timing of their procedures and to determine the scope of any additional procedures our team will perform on the opening balances in your financial statements. 4. Design audit approach. Devise an efficient and effective approach that addresses the potential risks we discover. 66 We were very impressed by the level of knowledge and professionalism of the Moss Adams staff. They were thorough,yet efficient, when performing their fieldwork reviews and worked well as a team.It was clear that they collaborated and communicated well as an audit team to ensure they performed as much research and review on their own before contacting City of Bend staff for follow-up questions which limited the interruptions of our daily operations. The Moss Adams team was not only incredibly knowledgeable, but it was clear that they work well together and enjoy the work they are doing, which I credit to the firm's philosophy of supporting their staff and assigning staff to their areas of interest, which in the end, benefits us as a client because we are more likely to have a consistent audit team year after year. "First time through" audits are typically painful, but Moss Adams made the transition seamless and I look forward to our continued relationship with them! -Sharon Wojda,Finance Director City ofBend Moss Adams I Proposal for City of Ashland 14 L LPLANNING PHASE We'll begin with an overall risk assessment. Our risk assessment processes include information gathering activities followed by robust planning sessions that include all engagement team members. We'll involve specialists where appropriate, including our IT team. Next,we'll perform a thorough evaluation and discussion of industry trends and the City's system I environments and developments.We'll consider the impact of general industry and economic conditions on the financial reporting processes and federal compliance.We'll discuss and review documentation of processes and controls, including technology-based controls with management.Our objective is to - I develop a preliminary assessment of risks of material misstatement of the financial statements due to fraud or error and of material noncompliance with laws and regulations. Following our preliminary risk determinations, our IT professionals may visit the City's sites to assess the various systems'general and application controls and advise the audit teams regarding the control environment. This preliminary work is critical to the entire audit process and allows us to design the optimal,tailored approach for the City's audits. Robust planning, solid communication, and excellent project management are critical to a successful audit project.We exert significant effort to make sure our approach in these areas is thorough, appropriate, and clearly developed with your input and involvement. Our goal is to conduct adequate and appropriate, but not excessive, procedures in the areas of greatest risk. Our audit plan will include tests of the design and implementation of internal controls, controls testing when they're L operational and effective, and substantive tests of balances to augment the evidence obtained from controls testing.Sampling techniques will be employed and various sites to be visited will be determined based on the results of our controls testing and risk assessment. I ` How We Plan to Use Your Personnel in the Audit iPrepared by client(PBC) requests are a key area audit that will involve your staff.We'll collaborate on ways to make your audit more efficient by reviewing the PBC list with your financial staff in advance so expectations are clear. PBC requests are customized to your specific circumstances and tailored each year to make each subsequent audit more efficient. In consideration of your staffs time and effort,we use reports or schedules you prepare internally to the extent possible. Specific requests may include the following: Providing systems descriptions, policy/procedures manuals, and other internal control-related L- documents ▪ Fulfilling preparation of cash, investment, and other confirmation requests Providing a reconciled trial balance(in electronic format) • Completing lead and other schedules and supporting documents • Completing various questionnaires and checklists iV We'll establish a client service plan with management that sets the expected due dates for each stage of the engagement and includes weekly audit status meetings with your team.The quality control reviewer will be involved throughout the engagement during the planning,fieldwork, and reporting process to help prevent surprise issues from appearing at the end of the engagement. Moss Adams I Proposaifor City ofAshland is 1 Evaluating Inherent and Control Risk Based on our understanding of systems and controls in place,we'll evaluate the relative levels of inherent and control risk for each balance presented in each set of financial statements and make an assessment of the risk of material misstatement due to fraud. Our audit design will reflect this assessment.The audit programs for each balance will be tailored to obtain evidential matter from a combination of reliance on internal control, analytical procedures, and substantive testing.The reliance on each source of evidential matter will vary by audit section. I Sampling Procedures L When applying sampling procedures,we use a statistically-based sampling approach that's unbiased, effective,and efficient.We use random sampling methods for tests of controls and monetary sampling methods when applying substantive tests of details.We prefer the cumulative monetary amount method due to its efficiency and effectiveness.We'll use sampling throughout the engagement to test financial statement balances.We'll typically obtain an 80%to 95%confidence level during our testing depending upon the attributes of the test. j Analytical Procedures In the audit planning phase,we'll compare current-and prior-year results to identify potential areas requiring additional audit focus.We'll will also compare City's results with industry benchmarks so we can I consider the reasonableness of reported amounts. During substantive testing,we'll analyze the detail of changes occurring in accounts such as accounts receivable, capital assets, unearned revenue, and investments. Near the audit conclusion,we'll conduct a holistic review of the financial statements to assess conformity with audit expectations.At this point,we'll reconsider planning stage procedures to be sure we've appropriately tested all critical areas. During all stages,we'll develop independent expectations of anticipated results, compare these expectations to actual results, and investigate any { differences exceeding a predetermined significant difference threshold. Evaluating Risk For each balance presented in City's financial statements,we'll evaluate the relative levels of inherent �- risk and control risk and make an assessment of the risk of material misstatement resulting from fraud or error.We'll tailor each audit program to obtain evidence from a combination of internal control testing, analytical procedures,and substantive testing.The degree of evidence to be obtained from each of the three general types of procedures is determined using an audit approach decision model to account for the strength of the institution's system of internal control. — Moss Adams I Proposalfor City of Ashland :6 L • Single Audit Planning During the federal compliance audit planning phase,well develop an efficient audit approach and design audit programs after considering the following matters: • Results of prior single audits • Your schedule of expenditures of federal awards • Satisfaction of federal and other relevant legal, regulatory, or contractual requirements • Determination of entity and program risk • Satisfaction of the additional requirements of GAS • Satisfaction of federal compliance audit requirements regarding scope of testing,working papers, and audit follow-up • Timing of conduct and completion of the audit and reporting submission deadlines • Results of our preliminary risk assessment • Determination of preliminary level of materiality — • Determination of applicable laws, regulations, and compliance requirements • Understanding of applicable state and local compliance and reporting requirements • Results of desk reviews and on-site reviews performed by grantor, pass-through, or other oversight agencies For federal financial assistance programs,we use our knowledge and the guidance and procedures within the federal compliance audit requirements and the OMB Compliance Supplement for the selection of major programs and the preliminary identification of risks associated with those programs. Once the major programs have been selected,we further plan our audit by performing a combination of interviews with program officials, reviews of internal audit work, and in-depth reviews of the grant or program agreements.We also read and understand program reviews from external agencies, applicable audit guides and updates, instructions from pass-through agencies, and existing regulatory guidance from the granting agency. For federal programs not selected as major,we determine which programs or specific agreements may have a direct and material effect on the financial statements. Lastly,we rely on our experience with other clients in the same industry, and our extensive professional education programs that keep us current and informed. Drawing Audit Samples for the Federal Compliance Audit • Specific tests of internal control and of compliance are designed and may include the use of audit samples. • Appropriate sampling techniques are determined and tailored to the particular test. • Data extraction software may be used. - Moss Adams I Proposal for City of Ashland 17 • INTERIM FIELDWORK Internal Controls Testing The main objective of this phase is to assess the adequacy of City's internal controls including financial, operational, and general computer controls.As required by auditing standards and federal compliance requirements,we learn about your control environment and any laws and regulations that are applicable to our test work; perform risk assessment; and test control activities, information, communication, and monitoring.This determines the number and level of substantive tests to use.The following is our methodology for assessing internal controls: • Obtain knowledge of design of controls relevant to each accounting cycle,financial reporting, and compliance with laws and regulations that have direct and material effect on determination of financial statement amounts. • Perform tests of controls that relate to financial statement assertions and perform tests of controls and compliance related to City's federal awards. • Obtain copies of system, policy, and procedure documentation from various departments.We retain these copies in our permanent working paper files and update them annually. • Our tests of internal controls will be conducted in the most efficient manner possible.This includes performing dual purpose tests that provide assurance over multiple accounts within the statements. For example,when testing additions to capital assets,we'll incorporate tests of accounts payable and purchasing. • Our IT audit professionals will test general computer controls. General computer controls provide assurance that data and programs that process the data are protected from unauthorized modification and processed in accordance with management's intentions, and that confidentiality is maintained. • Sample sizes for tests of compliance will be determined based on the significance of the account balance, current-year risk assessment, results of preliminary planning, and historical experience(i.e., existence of any control deficiencies noted in prior years). Any matters relating to the internal control structure that are noted during the audit will be communicated to City's management during this interim phase and may be included in our letter of recommendations. Significant deficiencies or material weaknesses noted during our audit will also be communicated to City management during this phase and will be included in an internal control report that will be issued at the time our audit reports are released. • Moss Adams I Proposal for City of Ashland i8 Capital assets, including related accounts such as depreciation, classification as capital vs. expense, capitalized interest, and potential impairment Accounts are inherently complex in that they contain management estimation and require strong systems of internal controls. The accounting for capitalization vs. expense of assets and testing for Solution 3 impairment have become increasingly complex in recent years. Our audit team has extensive experience with accounting for the construction of capital assets. GASB provides the appropriate guidance with respect to potential impairment,and we've assisted many of our clients with their analyses. Self- constructed assets and aspects of the work order system can be complex as well;for example, allocated charges to plant such as overhead and other soft costs require management estimation and judgment.We perform much of our testing of these accounts on an interim basis and plan to test and rely upon your internal control structure to gain our audit assurance in this area. Bonded debt and related accounts Arbirtrage, capitalized interest, compliance with debt covenants, and capitalized interest all combine to make this a complex area. Our audit team is comprised of municipal specialists who frequently deal with Solution 4 the complexities of arbitrage liabilities,capitalized interest(SFAS 34 and 62, now codified in GASB No.62), and debt refundings(GASB No. 7 and No. 23).All of the members of our audit team possess the expertise to effectively address these issues in a manner that's timely and responsive to the City. Many of these issues can be addressed and resolved at an interim date prior to year-end. 1,t. =st R • \ I � • is `�",{ • 5 II� Y;ie+ 4x. r ---‘ , (17 , , �Y) �f ,� Ali Moss Adams I Proposal for City ofAshland 22 • r-- Timing The following is a proposed first-year engagement schedule for City.We'll discuss any adjustments you may need when we meet with you. Service Description Proposed Timing AUDITORTRANSITION " e r` a� r Schedule to meet with your prior auditor to review their working papers January 2019 AUDITiPI:ANNING , r . " , Meet with management for pre-audit planning and to obtain an February 2019 understanding of systems, internal controls, and current-year issues Provide management with a detailed list of items needed to perform the February 2019 ' audit, including the timing of when items are needed +AUDITIFIELDWORK" Perform interim audit fieldwork and tests of internal controls February or March 2019 Send confirmations of cash, investment, and other accounts as deemed July 2019 necessary Perform substantive audit fieldwork August 2019 'REPORT PREPARATIONrn, Present draft of financial statements,audit report, and management letter to September 2019 senior management BOARD COMMUNICATIONS ti ° • Present final audit report,financial statements,and management letter to November 15,2019 the board of directors or trustees Moss Adams I Proposal for City of Ashland 23 ■ L L ADDITIONAL SERVICES We understand the scope of this engagement is limited to the requested audit services. But the people that make up your engagement team, like all our professionals, have a wider skill set and are trained to be aware of issues that fall outside typical assurance and tax work. Exposing our accountants to a broad range of financial and operational disciplines is an approach that's hardwired to our practice. We do this because we place a high value on having peripheral vision when it comes to your business. It's the difference between being able to advise you on your business versus serving as"just an accountant." For this reason,the City should know Moss Adams can provide a broad set of additional solutions if the need arises, including the following: IT Services IT services represent a core component of the Moss Adams consulting practice. Our consultants have extensive business and technology backgrounds, complemented by their systems expertise.We j understand the benefits of automation and technology as well as the risks. Our IT professionals assist clients with planning system needs,selecting hardware and software, j managing third-party vendor installations of hardware and software, and acting as an ongoing resource for your internal It specialists.We're capable and available to handle entire projects or to provide occasional consultation services.To support our efforts,we bring technology and business consultants to the team who've successfully participated in: a .Alternatives analysis a Network design and administration a Complex technology assessments a Penetration testing a Contract negotiations a Security reviews a Disaster recovery and business continuity planning a Strategic planning a Implementations a System needs analysis a Independent system acquisitions a Workflow re-engineering Our team is comfortable with the unique requirements of not-for-profit organizations and the intricacies of their related technology systems.Our consulting group has a reputation for value, objective analysis,and focused insight. Our extensive experience enables us to efficiently and effectively guide organizations through security assessments and procedural reviews to make realistic recommendations that clients can implement.As a result,we're often asked to address the most challenging issues facing management and operational teams. Serving clients throughout the West, our IT team is comprised of accomplished security and system engineers with authoritative resources in security policy and workflow administration and management.With detailed technical understanding and business process expertise,we provide a comprehensive approach to information security. - • L , Moss Adams I Proposal for City of Ashland 24 L • • Cybersecurity Services Today, nearly all business and financial operations are technology-driven, making IT systems central to your organization's sustainability.This means nothing's more important than being sure of the security and availability of those systems and protecting both your sensitive corporate information and the personal information of your employees and customers. Our cybersecurity IT consulting services include the following: • IT security assessments • Social engineering • Network vulnerability assessments and • Disaster recovery and business continuity penetration testing planning • Web application penetration testing • Application code security reviews • Security analytics • HIPAA security reviews • Wireless network assessments • GLBA security reviews Internal Audit Solutions With the mounting pressures and challenges that you face,you can achieve your organization's goals, improve your local capability and efficiency, and reduce your compliance costs. Moss Adams can help you implement a cost-efficient and effective internal audit function that will be valued by your management and board members. Working with you,we can address such challenges as: • Audit committee expectations • Internal control problems • Inefficient business control processes o High fixed internal audit costs • Unfulfilled internal audit needs • Insufficient coverage of IT • Compliance failures – Performance Audits Now more than ever, higher education institutions are expected to demonstrate performance levels typically associated with businesses.As a result, boards, councils, and management teams have had to rethink how they operate and provide greater emphasis on continuous improvement, performance metrics,and return on investment. One of the key means of doing so is via a performance audit—a thorough examination of your operations. Performance audits focus on significant and probable risks to achievement of important program objectives.We conduct performance audits in accordance with rigorous firm standards that reflect relevant AICPA standards and apply these standards throughout our process. SCORE! SCORE!is a diagnostic consulting service that helps our not-for-profit clients assess the effectiveness of their internal systems and operating procedures. In a SCORE!engagement,we conduct assessments that help locate and eliminate common problems that can lead to long-term financial harm for the organization.This service is a fully customized modular tool that is adaptable for different settings and circumstances. Moss Adams I Proposal for City of Ashland 25 L_ Strategic Planning The exempt industry is experiencing tremendous change under overwhelming constraints. Organizations are realizing the need to rethink strategies to survive and thrive in the future. Now more than ever before, strategic planning has become a critical issue for exempt organizations. We encourage our clients to think, plan,and act strategically for the future.We've found that the most successful organizations today have a clear sense of purpose, effective leadership, and a comprehensive plan. Policy Development and Documentation Policy generally governs the intended use and purpose of systems within an organization and frequently must be addressed prior to system planning. Because policy-level issues often span the business functions of an organization, our involvement frequently addresses high-level policy and procedures issues. Construction Audit Services As the City continues to grow,you may want to have a third party review your construction contracts to make sure you're being billed appropriately and there are no inconstancies. Moss Adams performs 40 to 50 similar engagements per year for construction programs valued between$2 million and$3.5 billion where a guaranteed maximum price (GMP)contract is used. Our team brings needed knowledge of _ construction means and methods as well as direct experience in monitoring and analyzing construction operations.This enables efficient audit delivery and effective coordination with your project team. Moss Adams I Proposal for City of Ashland 26 Sample Reports We've included sample reports from the City of Brookings and Jackson County on the following pages. Moss Adams Proposal for City of Ashland 27 ® MOSSADAMS Report of Independent Auditors Honorable Mayor and Members of the City Council City of Brookings, Oregon Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business- type activities, each major fund, budgetary statement for the general fund and the aggregate remaining fund information of the City of Brookings, Oregon (the City)as of and for the year ended June 30, 2017, and the related notes to the financial statements, which collectively comprise the City's basic financial statements as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America;this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion.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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. - f Opinions In our opinion,the financial statements referred to above present fairly, in all material respects,the — respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City as of June 30, 2017, and the respective changes in financial position, respective budgetary statements for the general fund and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis on pages iv to x, schedule of proportionate share of net pension liability on page 45, and schedule of contributions on page 46 be presented to supplement the 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. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America,which consisted of inquiries of management about 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 do 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. Supplementary Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City's basic financial statements. The combining and individual fund financial statements and schedule of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, are presented for purposes of additional analysis and are not a required part of the basic financial statements. The combining and individual nonmajor fund financial statements on pages 47 through 87 and schedule of expenditures of federal awards on page 90 is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining and individual nonmajor fund financial statements and schedule of expenditures of federal awards is fairly stated, in all material respects, in relation to the basic financial statements as a whole. • L r L. Reports on Other Legal and Regulatory Requirements Other Reporting Required by Government Auditing Standards L_ In accordance with Government Auditing Standards,we have also issued our report dated December 6,2017 on our consideration of the City's internal control over financial reporting and on our tests of - its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion f on the effectiveness of internal control over financial reporting or on compliance.That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control over financial reporting and compliance. LOther Reporting Required by Minimum Standards for Audits of Oregon Municipal Corporations In accordance with the Minimum Standards for Audits of Oregon Municipal Corporations,we have issued our report dated December 6, 2017 on our consideration of the City's compliance with certain provisions of laws and regulations, including the provisions of Oregon Revised Statutes as specified in Oregon Administrative Rules.The purpose of that report is to describe the scope of our testing of compliance and the results of that testing and not to provide an opinion on compliance. L_ 0. c.c.NWAA——n'l6EY-e,_, LAmanda McCleary-Moore, Partner for Moss Adams LLP Medford, Oregon LDecember 6, 2017 , L L L L L III r L_ • L MOSSADAMS - L �- Report of Independent Auditors on Compliance and on Internal Control over Financial Reporting Based on an Audit of Financial Statements Performed in Accordance with Oregon Minimum Audit Standards L Honorable Mayor and Members I - of the City Council City of Brookings, Oregon - We have audited the basic financial statements of City of Brookings, Oregon (the City)as of and for the year ended June 30, 2017 and have issued our report thereon dated December 6, 2017.We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the provisions of the Minimum Standards for Audits of Oregon Municipal Corporations, prescribed by Lthe Secretary of State.Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the basic financial statements are free of material misstatement. Compliance As part of obtaining reasonable assurance about whether the City's basic financial statements are free of material misstatement,we performed tests of its compliance with certain provisions of laws, regulations, contracts, grants, including provisions of Oregon Revised Statutes as specified in Oregon ` Administrative Rules OAR 162-10-000 to 162-10-330, as set forth below, noncompliance with which could have a direct and material effect on the determination of financial statement amounts: The use of approved depositories to secure the deposit of public funds. • The requirements relating to debt. o The requirements relating to the preparation, adoption and execution of the annual budgets for fiscal years 2017 and 2018. o The requirements relating to insurance and fidelity bond coverage. • The appropriate laws, rules and regulations pertaining to programs funded wholly or partially by other governmental agencies. • The requirements pertaining to the use of revenue from taxes on motor vehicle use fuel funds. • The statutory requirements pertaining to the investment of public funds. • The requirements pertaining to the awarding of public contracts and the construction of public improvements. 88 L However, providing an opinion on compliance with those provisions was not an objective of our audit and, accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance that are required to be reported under Minimum Standards for Audits of Oregon Municipal Corporations, prescribed by the Secretary of State. Internal Control over Financial Reporting In planning and performing our audit, we considered the City's internal control over financial reporting as a basis for designing our auditing procedures for the purpose of expressing our opinion on the _ financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the City's internal control over financial reporting. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions,to prevent, or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. Our consideration of internal control over financial reporting was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over financial reporting that might be deficiencies, significant deficiencies or material weaknesses. We did not identify any deficiencies in internal control over financial reporting that we consider to be material weaknesses, as defined above. We noted certain other matters that we reported to management of the City in a separate letter dated December 6, 2017. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance. This report is an integral part of an audit performed in accordance with Minimum Standards for Audits of Oregon Municipal Corporations, prescribed by the Secretary of State, in considering the entity's internal control and compliance.Accordingly,this communication is not suitable for any other purpose. ` \cuk.awJ�Ytazsr�, Amanda McCleary-Moore, Partner for Moss Adams LLP Medford, Oregon December 6, 2017 89 MOSSADAMS Report of Independent Auditors on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Honorable Mayor and Members of the City Council City of Brookings, Oregon We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business-type activities, each major fund, budgetary statement for the general fund, and the aggregate remaining fund information of the City of Brookings, Oregon (the City) as of and for the year ended June 30, 2017, and the related notes to the financial statements, which collectively comprise the City's basic financial statements, and have issued our report thereon dated December 6, 2017. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the City's internal control over financial reporting (internal control)to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis.A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected, on a timely basis.A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. 91 Compliance and Other Matters As part of obtaining reasonable assurance about whether the City's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance.Accordingly, this communication is not suitable for any other purpose. 1-nomt..6 aovvyKt...-1-L-P Medford, Oregon December 6, 2017 92 ® MOSSADAMS Report of Independent Auditors on Compliance for each Major Federal Program and Report on Internal Control over Compliance Required by the Uniform Guidance Honorable Mayor and Members of the City Council City of Brookings, Oregon Report on Compliance for the Major Federal Program We have audited City of Brookings, Oregon's (the City)compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on the City's major federal program for the year ended June 30, 2017. The City's major federal programs are identified in the summary of auditor's results section of the accompanying schedule of findings and questioned costs. Management's Responsibility Management is responsible for compliance with federal statutes, regulations, and the terms and conditions of its federal awards applicable to its federal programs. Auditor's Responsibility Our responsibility is to express an opinion on compliance for the City's major federal program based on our audit of the types of compliance requirements referred to above.We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America;the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards(Uniform Guidance). Those standards and the Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred.An audit includes examining, on a test _ basis, evidence about the City's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for the major federal program. However, our audit does not provide a legal determination of the City's compliance. Opinion on the Major Federal Program In our opinion, City complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on the major federal program for the year ended June 30, 2017. 93 Report on Internal Control Over Compliance Management of the City is responsible for establishing and maintaining effective internal control over _ compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered the City's internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance.Accordingly, we do not express an opinion on the effectiveness of the City's internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis.A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. ...m orb t-t.P Medford, Oregon December 6, 2017 94 • MOSSADAMS - I. Report of Independent Auditors Board of Commissioners Jackson County, Oregon fReport on the Financial Statements We have audited the accompanying financial statements of the governmental activities,the business- type,activities, each major fund, budgetary statements for the general fund, general road fund, and health and human services fund, and the aggregate remaining fund information of Jackson County, Oregon (the County) as of and for the year ended June 30, 2017, and the related notes to the financial statements,which collectively comprise the County's basic financial statements as listed in L the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement,whether due to fraud or error. Auditor's Responsibility Our responsibility is to express opinions on these financial statements based on our audit.We conducted our audit in accordance with auditing standards generally accepted in the United States of L America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States.Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements Lare free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements,whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.Accordingly, we express no such opinion.An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of L significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. viii Other Information The introductory section on pages i to vii and statistical information (including annual disclosure information) on pages 97 to 125 are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on it. Reports on Other Legal and Regulatory Requirements Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 19, 2017 on our consideration of the Jackson County, Oregon's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters.The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Jackson County, Oregon's internal control over financial reporting and compliance. Other Reporting Required by Minimum Standards for Audits of Oregon Municipal Corporations In accordance with the Minimum Standards for Audits of Oregon Municipal Corporations,we have issued our report dated December 19, 2017 on our consideration of the County's compliance with certain provisions of laws and regulations, including the provisions of Oregon Revised Statutes as specified in Oregon Administrative Rules. The purpose of that report is to describe the scope of our testing of compliance and the results of that testing and not to provide an opinion on compliance. c.C1212. " rte Amanda McCleary-Moore, Partner for Moss Adams LLP Medford, Oregon December 19, 2017 x Compliance and Other Matters As part of obtaining reasonable assurance about whether the County's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. ` 4rn o-a•b L■p Medford, Oregon December 19, 2017 127 ® MOSSADAMS Report of Independent Auditors on Compliance for Each Major Federal Program and Report on Internal Control Over Compliance as Required by the Uniform Guidance Board of Commissioners Jackson County, Oregon Report on Compliance for Each Major Federal Program We have audited Jackson County's compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on the County's major federal programs for the year ended June 30, 2017. The County's major federal programs are identified in the summary of auditor's results section of the accompanying schedule of findings and questioned costs. Management's Responsibility Management is responsible for compliance with federal statutes, regulations, and the terms and conditions of its federal awards applicable to its federal programs. Auditor's Responsibility Our responsibility is to express an opinion on compliance for each of County's major federal programs based on our audit of the types of compliance requirements referred to above.We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Those standards and the Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about the County's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of the County's compliance. 128 • Opinion on Each Major Federal Program In our opinion, the County complied, in all material respects,with the types of compliance L requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30,2017. t_ Report on Internal Control Over Compliance Management of the County is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered the County's internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance.Accordingly,we do not express an opinion on the effectiveness of the County's internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions,to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis.A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance such that there is a reasonable possibility that material noncompliance with a type of compliance • requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal •program that is less severe than a material weakness in internal control over compliance, yet i important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies.We did not identify any 1- deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance.Accordingly,this report is not suitable for any other purpose. `'hrl 0-4141 aduOJ eKti-e Medford, Oregon December 19,2017 129 ® MOSSADAMS Report of Independent Auditors on Compliance and on Internal Control Over Financial Reporting Based on an Audit of Financial Statements Performed in Accordance with Oregon Minimum Audit Standards Board of Commissioners Jackson County, Oregon We have audited the basic financial statements of Jackson County, Oregon (the County)as of and for the year ended June 30, 2017 and have issued our report thereon dated December 19, 2017. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the provisions of the Minimum Standards for Audits of Oregon Municipal Corporations, prescribed by the Secretary of State. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the basic financial statements are free of material misstatement. Compliance As part of obtaining reasonable assurance about whether the County's basic financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, grants, including provisions of Oregon Revised Statutes as specified in Oregon Administrative Rules OAR 162-10-000 to 162-10-330, as set forth below, noncompliance with which could have a direct and material effect on the determination of financial statement amounts: • The use of approved depositories to secure the deposit of public funds. • The requirements relating to debt. • The requirements relating to the preparation, adoption and execution of the annual budgets for fiscal years 2017 and 2018. • The requirements relating to insurance and fidelity bond coverage. • The appropriate laws, rules and regulations pertaining to programs funded wholly or partially by other governmental agencies. • The requirements pertaining to the use of revenue from taxes on motor vehicle use fuel funds. • Th e statutory ry requirements pertpertaining to the investment o f public funds. • The requirements pertaining to the awarding of public contracts and the construction of public improvements. However, providing an opinion on compliance with those provisions was not an objective of our audit and, accordingly, we do not express such an opinion. The results of our tests disclosed one instance of noncompliance that are required to be reported under Minimum Standards for Audits of Oregon Municipal Corporations, prescribed by the Secretary of State. • The County overspent the appropriated capital outlay expenditure for Exposition Park by$9,899; however, did not overspend the total amount appropriated. 141 Internal Control over Financial Reporting • In planning and performing our audit,we considered the County's internal control over financial reporting as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the County's internal control over financial reporting.Accordingly, we do not express an opinion on L the effectiveness of the County's internal control over financial reporting. - A deficiency in internal control exists when the design or operation of a control does not allow L management or employees, in the normal course of performing their assigned functions,to prevent, or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or - combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and ` corrected on a timely basis. Our consideration of intemal control over financial reporting was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over financial reporting that might be deficiencies, significant deficiencies or material weaknesses. • We did not identify any deficiencies in internal control over financial reporting that we consider to be material weaknesses, as defined above. However, material weaknesses may exist that have not been identified. L We noted certain matters that we reported to management of the County in a separate letter dated December 19, 2017. • Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance.This report is an integral part of an audit performed in accordance with Minimum Standards for Audits of Oregon Municipal Corporations, prescribed by the • Secretary of State, in considering the entity's internal control and compliance.Accordingly, this communication is not suitable for any other purpose. C%rnensaCC Y1GagawJ"7vlb&le—) Amanda McCleary-Moore, Partner for Moss Adams LLP Medford, Oregon December 19,2017 • 142 L References Hear for yourself the unique experience our clients have in working with our firm.We're confident they'll share stories of how we make their lives easier, help them identify and take advantage of rising opportunities, and guide them to increased prosperity. JACKSON COUNTY, OR Shannon Bell, Finance (541)774-6535 Director bellsaaiacksoncountv.orq CITY OF BROO6411VGS, OR Janell Howard, Finance and (541)469-1123 Human Resources Director jhoward ebrookings.or.us Toby LaFrance, Finance and 18 7 (503)718-2406 CITY OF TIGARD. OR Information Services tobv a)7 rd-or.gov Director Moss Adams I Proposal for City ofAshland 38 Contract Terms and Conditions CONTRACT EXCEPTIONS This Proposal is contingent upon satisfaction of applicable professional standards(including communications with the prior auditors), and negotiation of a mutually acceptable contract.With regard to the terms and conditions set forth in the Personal Service Agreement, Moss Adams suggests: (i) clarifying City's ownership of final deliverables vs Consultant's retention and ownership of working papers (§7 11(e));), ii focusing indemnification, including to protect auditor independence(§10); (iii)clarifying insurance requirements, including additional insureds are added via blanket endorsement, notification only goes to primary insured,and non-ownership of vehicles(§15);and(iv) providing for representations in lieu of warranties(§17).Additionally, pursuant to professional standards and firm practice,we would expect to confirm our understanding of each engagement on an annual basis in the form of an engagement letter outlining the scope of work and obligations/responsibilities specific to that year's audits. We have successfully signed professional services agreements with thousands of clients, and we commit to working in good faith to successfully negotiate a mutually agreeable contract on a timely basis should we be awarded this contract. Assurance,tax,and consulting offered through Moss Adams LLP.Investment advisory services offered through Moss Adams Wealth Advisors LLC.Investment banking offered through Moss Adams Capital LLC. Moss Adams I Proposal for City of Ashland 39 EXHIBIT C Certificate of Compliance Compliance with Oregon Tax Laws: In compliance with OAR 137-047-0260(2)(e), I hereby attest or affirm under penalty of perjury: That I am authorized to act on behalf of the proposer in this matter, that I have authority and knowledge regarding the payment of taxes,and that contractor is,to the best of my knowledge,not in violation of any Oregon Tax Laws, as defined in ORS 305.380. Compliance with Nondiscrimination Laws: In compliance with ORS 279A.110(4), OAR 137-046-0210(2) and OAR 137-047-0260(2)(a)(E), I hereby attest or affirm under penalty of perjury that I am authorized to act on behalf of proposer in this matter, and to the best of my knowledge the proposer has not discriminated and will not discriminate, in violation of ORS 279A.110(1), against a minority, women or emerging small business enterprise certified under ORS 200.055 or against a business enterprise that is owned or controlled by or that employs a disabled veteran as defined in ORS 408.225 in obtaining a required subcontract. Corpor. e Officer: B . I • At Signature Amanda McCleary-Moore Print Name Partner Title 514 I 15 Date RFP—Municipal Audit Services,Page 21 of 31 J Exhibit E FEE ARRANGEMENT WORKSHEET Fee Categories City Parks Total Audit Fee $ 37,000 $ 9,600 $ 46,600 Financial Statement Preparation N/A-RFP notes management will draft financial statements. Single Audit $ 4,2501 $ - $ 4,250 I Other Related Services: GFOA Certificate of Achievement No additional cost Other Technical Assistance No additional cost for routine phone calls and e- mails.Anything outside of the scope of the audit will be discussed with management to determine if additional fees are necessary. IAdditional Audits: Additional Audits-Food and Beverage(6-Annually) $ 3,900 $ - $ 3,900 I Additional Audits-Transient Occupancy Tax(4-Annually) $ 3,750 $ - $ 3,750 Sum for Year One $ 48,900 $ 9,600 $ 58,500 Sum for Year Two $ 50,375 $ 9,800 $ 60,175 Sum for Year Three $ 51,875 $ 10,000 $ 61,875 Sum for Year Four $ 53,425 $ 10,300 $ 63,725 Sum for Year Five $ 55,000 $ 10,600 $ 65,600 I Estimated number of hours to be spent annually on the audit: IPartner 42.5 7.5 50 Manager 85 15 100 Accountants (seniors and staff) 170 30 200 ISupport(not charged) 0 0 0 Others- (IT auditor) 12.75 2.25 15 ISum of Hours 310.25 54.75 365 Additional Services by the hour: Hourly Rate: I Partner $400 Manager $200-$300 Accountant $150-$175 ISupport 0 IName of company: Moss Adams LLP Signature: %V II , t, , • Printed Name: Amanda McCleary-Moore, Partner Date: 5 14\ 12 I RFP—Municipal Audit Services, Page 20 of 31 L Cost Proposal FEES FOR ADDITIONAL SERVICES Any additional services will be billed at the following rates: Staff Level llourly Rate • Partner $400 Senior Manager $300 Manager $205 Senior $175 Staff $150 ADDITIONAL FEE INFORMATION Subject The Details Client Acceptance The scope of work and fee quotes are subject to our client acceptance Procedures process, which 1) verifies that all parties understand the specific services we're being asked to perform, 2)ensures contract terms are acceptable to both parties and in agreement with professional standards, and 3) confirms we've staffed the engagement with individuals qualified with the necessary experience to fulfill our commitments to our prospective client.We'll also need to complete our inquiries of your former auditor as required by our professional audit standards. First-Year Costs We acknowledge that changing auditors can be disruptive to your staffs routines, since a new audit team needs to spend time learning your systems. Because of this cost, fees associated with the first year of a new audit firm tend to be higher than normal.We've waived these first-year fees as our investment into your organization. Cost Overruns During the course of the audit,we'll measure our progress against our planned budget. If situations arise that are significantly different than our expectations,we'll bring them to your attention immediately and discuss various options before we proceed.We'll meet weekly during the course of fieldwork with the appropriate parties to ensure there are open lines of communication between our organizations. Progress Billing Progress billings are based on hours and expenses completed at the time of billing. Bills are due upon receipt.We reserve the right to charge interest on accounts over 30 days past due. Routine Phone Calls and Our policy is to not charge for short telephone calls seeking Emails miscellaneous advice unless those consultations require significant additional work or research. If a matter requires further follow-up,we'll discuss a fee estimate with you before incurring significant time. Moss Adams I Proposal for City of Ashland i I I Subject The Details Minor Research and If we're requested to provide minor research or consultation service, Consultation we'll estimate the number of hours necessary to provide the requested services.We'll then provide a fee quote for your approval before commencing any work. Our fees for these services are generally at our standard billing rates. I Single Audit Our fee estimate for the single audit is based on the assumption that you'll have one major program for fiscal year ending June 30, 2019, and that there may be more major programs in each subsequent fiscal year. If additional major programs are required to be audited,we estimate the additional cost at$2,500 to$3,500 per major program. Future New Audit, Review, Our fee estimate discussed herein is based on accounting and and Accounting Standards professional standards that exist and are applicable as of the date of this proposal. To the extent that future rulemaking activities require modification to our audit approach, procedures, scope of work, etc., we'll advise you of such changes and the impact on our fee proposal. If we're unable to agree on the additional fees, if any,that may be required to implement any new accounting, auditing, and review standards that are required to be adopted and applied as part of our engagement,we reserve the right to withdraw from the engagement, regardless of the stage of completion. I I Assurance,tax,and consulting offered through Moss Adams LLP.Investment advisory services offered through Moss Adams Wealth Advisors LLC.Investment banking offered through Moss Adams Capital LLC. Moss Adams I Proposal for City of Ashland 2 • /1 ® DATE(MM/DDNYYY) " ° CERTIFICATE OF LIABILITY INSURANCE DBR32D,B 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 have ADDITIONAL INSURED provisions or 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 c certificate does not confer rights to the certificate holder in lieu of such endorsement(s). .0 PRODUCER CONTACT ID Aon Risk Services Central, Inc. NAME:ONE FAX Chicago IL Office (NC,No.Eat): (312) 381-1000 (NC.No)_ (312) 381-7007 v 200 East Randolph ADDRESS: _ Chicago IL 60601 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: National Fire Ins. Co. of Hartford 20478 Moss Adams LLP INSURER B: The Continental Insurance Company 35289 999 Third Avenue Suite 2800 INSURER C: Seattle WA 98104 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:570072745321 REVISION NUMBER: 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. Limits shown are as requested INSR ADDL SUB? POUCY EPP POLICY EXP LTR TYPE OF INSURANCE !NW WVD POLICY NUMBER (MMIDDNWVL_ MMIDD/YYYY) LIMITS A i COMMERCIAL GENERAL LIABILITY S088/1419/ 10/31/2017�0/31/LO1B EACH OCCURRENCE $1,000,000 CLAIMS-MADE El OCCUR General Liability DAMAGh TO RENTED $1,000,000 PREMISES(Ea occurrence) MED EXP(Any one person) $15,000 PERSONAL ADV INJURY $1,000,000 iu GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 v n1 POLICY E T I I ILOC PRODUCTS-COMP/OP AGG $2,000,000 v OTHER: F- A AUTOMOBILELIFBILITY 5088714166 10/31/201710/31/2018 COMBINED SINGLEUMIT $1,000,000 Auto (Ea accident) ANY AUTO BODILY INJURY(Per person) Z - OWNED —SCHEDULED BODILY INJURY(Per accident) m AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE U —ONLY _AUTOS ONLY • (Per accident) C t m B X UMBRELLA UM X OCCUR 6045509936 10/31/2017 10/31/2018 EACH OCCURRENCE $2,000,000 O Umbrella AGGREGATE $2,000,000 IXCESS LNB CLAIMS-MADE DEDI (RETENTION B WORKERS COMPENSATION AND WC 5 88714183 10/31/2017 10/31/2018 X I PER STATUTE I0TH. EMPLOYERS'LIABIUTY YIN workers Compensation ER B ANY PROPRIETOR/PARTNER/EXECUTNE I N NIA WC 5 88714216 10/31/2017 10/31/2018 E.L EACH ACCIDENT $1,000,000 OFFICER/MEMBER OCCLUDED? (Mandatory In N14 E.L DISEASE-EA EMPLOYEE $1,000,000 If yes,desodbe antler DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT $1,000,000— n DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) City of Ashland, Oregon and its elected officials, officers, and employees are added as Additional Insured as respects the General Liability and Automobile Liability as required per written contract. Umbrella is a follow form. 30 day notice of Lizi cancellation except 10 days for non-payment. Policies evidenced herein are primary and non-contributory to other insurance available to the certificate holder, but only to the extent required by written contract with the insured. M M CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE N EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. c��-y City of Ashland, Oregon AUTHORIZED REPRESENTATNE -�9 20 East Main Street Ashland, OR 97520 USA q ice„ �s L cXYNa/mot %7JL�JlG_NG/J ,,MI 01988.2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A.through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A.through K.below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74879XX(1-15) Policy No: 5088714197 Page 2 of 13 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 10/31/2017 Insured Name:moss ADAMS LLP Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions–Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or eS c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I — CNA74879XX(1-15) Policy No: 5088714197 Page 3 of 13 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 10/31/2017 Insured Name:MOSS ADAMS LLP Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. r , CNA CNA PARAMOUNT General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at the such person or organization's premises in connection with the sale of a product; products which, aft er distribution or sale b y g. P the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d.or f.above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J.does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA74879XX(1-15) Policy No: 5088714197 Page 4 of 13 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 10/31/2017 Insured Name:MOSS ADAMS LLP Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT General Liability Extension Endorsement 3. This Paragraph J.also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. for bodily injury, property damage, or personal and advertising injury arising out of the rendering or failure to render any professional service; 2. for bodily Injury or property damage included within the products-completed operations hazard; nor 3. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part. 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2.,the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement,the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS the definition of bodily Injury is deleted and replaced by the following: Bodily Injury means physical injury,sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury,sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS,the condition entitled Duties in The Event of Occurrence,Offense,Claim or Suit is amended to add the following: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured,to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the o above to give such notice. B. NOTICE OF OCCURRENCE - CNA74879XX(1-15) Policy No: 5088714197 Page 5 of 13 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 10/31/2017 Insured Name:MOSS ADAMS LLP Copyright CNA NI Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its pemYsslon. • *- Insured:Moss Adams LLP SCA 23 500D CNA Policy Number:5088714166 (Ed. 10/11) Policy Term:October 31,2017 to October 31,2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXTENDED COVERAGE ENDORSEMENT - BA PLUS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILTY COVERAGE 1. Which are no longer in force; or A. Who Is An Insured 2. Whose limits have been exhausted. The following is added to Section II, Paragraph A.1., B. Bail Bonds and Loss of Earnings Who Is An Insured: Section II, Paragraphs A.2.a.(2) and A.2.a.(4) are 1. a. Any incorporated entity of which the Named revised as follows: Insured owns a majority of the voting stock on 1. In a.(2), the limit for the cost of bail bonds is the date of inception of this Coverage Form; increased from$2,000 to$5,000, and provided that, b. The insurance afforded by this provision A.1. 2. In a.(4), the limit for the loss of earnings is does not apply to any such entity that is an increased from$250 to$500 a day. 'insured" under any other liability 'policy' C. Fellow Employee providing "auto' coverage. Section II,Paragraph B.5 does not apply. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or Such coverage as is afforded by this provision C. is joint venture, and over which you maintain excess over any other collectible insurance. majority ownership interest. II. PHYSICAL DAMAGE COVERAGE The insurance afforded by this provision A.2.: A. Towing a. Is effective on the acquisition or formation Section III. Paragraph A.2., is revised to include Light date, and is afforded only until the end of the Trucks up to 10,000 pounds G.V.W. policy period of this Coverage Form, or the next anniversary of its inception date, B. Glass Breakage — Hitting A Bird Or Animal — whichever is earlier. Falling Objects Or Missiles b. Does not apply to: The following is added to Section III,Paragraph A.3.: (1) 'Bodily injury' or 'property damage' With respect to any covered 'auto,' any deductible caused by an 'accident' that occurred shown in the Declarations will not apply to glass before you acquired or formed the breakage if such glass is repaired, in a manner organization; or acceptable to us, rather than replaced. (2) Any such organization that is an "insured" C. Transportation Expenses "s under any other liability "policy' providing Section III, Paragraph A.4.a. is revised, with respect "auto' coverage. to transportation expense incurred by you,to provide: 3. Any person or organization that you are obligated a. $60 per day, in lieu of$20;subject to to provide Insurance where required by a written contract or agreement is an insured, but only with b. $1,800 maximum, in lieu of$600. respect to legal responsibility for acts or omissions D. Loss of Use Expenses of a person for whom Liability Coverage is afforded under this policy. Section III, Paragraph A.4.b. is revised, with respect 4. An 'employee' of yours is an 'insured' while to loss of use expenses incurred by you,to provide: operating an 'auto' hired or rented under a a. $1,000 maximum, in lieu of$600. contract or agreement in that 'employee's' name, with your permission, while performing duties E. Personal Property related to the conduct of your business. The following is added to Section III, Paragraph A.4. "Policy," as used in this provision A. Who Is An c. We will pay up to $500 for loss to Personal Insured, includes those policies that were in force on Property which is: the inception date of this Coverage Form but: (1) Owned by an 'insured'; and SCA 23 500D Copyright,CNA Corporation,2000. Page 1 of 3 (Ed. 10/11) Includes copyrighted material of the Insurance Services Office used with its permission. P Insured:Moss Adams LLP SCA 23 500D Policy Number:5088714166 (Ed. 10/11) Policy Term:October 31,2017 to October 31,2018 (2) In or on the covered'auto.' your permission, while performing duties This coverage applies only in the event of a total related to the conduct of your business. theft of your covered'auto.' c. The most we will pay for any one'accident'or This insurance is excess over any other collectible 'loss' is the actual cash value, cost of repair, This n insurance and no deductible over any applies. cost of replacement or $75,000 whichever is less minus a $500 deductible for each F. Rental Reimbursement covered auto. No deductible applies to 'loss' caused by fire or lightning. The following is added to Section III,Paragraph A.4.: d. We will pay for rental reimbursement expenses d. The physical damage coverage as is provided incurred by you for the rental of an 'auto' because by this provision will be limited to the types of of 'loss' to a covered 'auto.' Payment applies in physical damage coverage(s) provided on addition to the otherwise applicable amount of your owned'autos.' each coverage you have on a covered 'auto.' No deductibles apply to this coverage. e. Such physical damage coverage for hired 'autos'will: 1. We will pay only for those expenses incurred during the policy period beginning 24 hours (1) Include loss of use, provided it is the after the 'loss' and ending, regardless of the consequence of an 'accident' for which policy's expiration, with the lesser of the the Named Insured is legally liable, and following number of days: as a result of which a monetary loss is (a) The number of days reasonably required sustained by the leasing or rental ( ) Y ty q concern. to repair or replace the covered'auto';or, (2) Such coverage as is provided by this (b) 15 days. provision G.e.(1)will be subject to a limit 2. Our payment is limited to the lesser of the of$750 per'accident.' following amounts: H. Airbag Coverage (a) Necessary and actual expenses incurred; The following is added to Section III,Paragraph B.3. or, The accidental discharge of an airbag shall not be (b) $25 per day subject to a maximum of considered mechanical breakdown. $375. I. Electronic Equipment 3. This coverage does not apply while there are spare or reserve 'autos' available to you for Section III, Paragraphs B.4.c and B.4.d. are deleted your operations. and replaced by the following: 4. If 'loss' results from the total theft of a c. Physical Damage Coverage on a covered covered 'auto' of the private passenger type, 'auto' also applies to 'loss' to any we will pay under this coverage only that permanently installed electronic equipment amount of your rental reimbursement including its antennas and other accessories expenses which is not already provided for d. A $100 per occurrence deductible applies to under the Physical Damage Coverage the coverage provided by this provision. Extension. G. Hired'Autos' J. Diminution In Value The following is added to Section III.Paragraph A.: The following is added to Section III,Paragraph B.6. 5. Hired'Autos' Subject to the following, the 'diminution in value' exclusion does not apply to: If Physical Damage coverage is provided under a. Any covered 'auto' of the private passenger this policy, and such coverage does not extend to type you lease, hire, rent or borrow,without a Hired Autos, then Physical Damage coverage is driver for a period of 30 days or less, while extended to: performing duties related to the conduct of a. Any covered 'auto' you lease, hire, rent or your business;and borrow without a driver;and b. Any covered 'auto' of the private passenger b. Any covered 'auto' hired or rented by your type hired or rented by your 'employee' 'employee' without a driver, under a contract without a driver for a period of 30 days or less, in that individual 'employee's' name, with under a contract in that individual SCA 23 500D copyright,cNA corporation,2000. Page 2 of 3 (Ed. 10/11) Includes copyrighted material of the Insurance Services Office used with Its permission. to Insured:Moss Adams LLP SCA 23 500D Policy Number:5088714166 (Ed. 10/11) Policy Term:October 31,2017 to October 31,2018 'employee's' name, with your permission, Such "executive officers" are 'insureds" while while performing duties related to the conduct using a covered"auto'described in this provision. of your business. IV. BUSINESS AUTO CONDITIONS c. Such coverage as is provided by this A. Duties In The Event Of Accident, Claim, Suit Or provision is limited to a 'diminution in value" Loss loss arising directly out of accidental damage and not as a result of the failure to make The following is added to Section IV, Paragraph repairs; faulty or incomplete maintenance or A.2.a. repairs; or the installation of substandard parts. (4) Your 'employees' may know of an "accident" or "loss." This will not mean that you have d. The most we will pay for "loss' to a covered such knowledge, unless such "accident' or 'auto" in any one accident is the lesser of: "loss' is known to you or if you are not an (1) $5,000; or individual, to any of your executive officers or partners or your insurance manager. (2) 20% of the 'auto's' actual cash value The following is added to Section IV, Paragraph (ACV) A.2.b. Ill. Drive Other Car Coverage—Executive Officers (6) Your 'employees' may know of documents The following is added to Sections II and III: received concerning a claim or 'suit.'This will 1. Any auto" don't own, hire or borrow is a not mean that you have such knowledge, y you d unless receipt of such documents is known to covered 'auto" for Liability Coverage while being you or if you are not an individual, to any of used by, and for Physical Damage Coverage your executive officers or partners or your while in the care, custody or control of, any of your insurance manager. 'executive officers,'except: a. An "auto" owned by that "executive officer' or B. Concealment,Misrepresentation or Fraud a member of that person's household;or The following is added to Section IV,Paragraph B.2. b.An 'auto' used by that 'executive officer" while Your failure to disclose all hazards existing on the date working in a business of selling, servicing, of inception of this Coverage Form shall not prejudice repairing or parking'autos.' you with respect to the coverage afforded provided Such Liability and/or Physical Damage Coverage such failure or omission is not intentional as is afforded by this provision will be: C. Policy Period,Coverage Territory (1) Equal to the greatest of those coverages Section IV,Paragraph B.7.b.(5)is revised to provide: afforded any covered'auto';and a. 45 days of coverage in lieu of 30 days (2) Excess over any other collectible V. DEFINITIONS insurance. 2. For purposes of this provision, 'executive officer' Section V. Paragraph C. is deleted and replaced by means a person holding any of the officer the following: S positions created by your charter, constitution, by- 'Bodily injury" means bodily injury,sickness or disease laws or any other similar governing document, sustained by a person, including mental anguish, and, while a resident of the same household, mental injury or death resulting from any of these includes that person's spouse. SCA 23 500D Copyright,CNA Corporation,2000. Page 3 of 3 (Ed. 10/11) Includes copyrighted material of the Insurance Services Office used with its permission. 'e r ® DATE(MMIDD/YYY1') /�`� CERTIFICATE OF LIABILITY INSURANCE 08/23/2018 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 have ADDITIONAL INSURED provisions or 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 1-847-385-6800 CONTACT NAME: Curt Breeaner Integro Insurance Brokers PHONE FA)( fAIC No F#): 847-385-6822 (A/C,No): 847-385-6801 E-MAIL curt.bressner @integrogrou P•com 111 West Campbell ADDRESS: 4th Floor INSURER(S)AFFORDING COVERAGE NAM N Arlington Heights, IL 60005 INSURER A: SCOTTSDALE INS CO and various insurers 41297 INSURED INSURER B: Moss Adams LLP INSURER C: 999 Third Avenue INSURERD: Suite 2800 INSURERE: Seattle, WA 98104-4019 INSURERF: COVERAGES CERTIFICATE NUMBER:53697469 REVISION NUMBER: 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 ADOL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVO POLICY NUMBER IMMIDDIYYYY) IMMIDOIYYYYI LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE RENTED CLAIMS-MADE OCCUR PREMISES(Ea(Ea a occurrence) $ MED EXP(My one person) $ PERSONAL B ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR _EACH OCCURRENCE $ — EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER 0TH AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNER/EXECUTNE Y( NIA E.L EACH ACCIDENT $ OFFICERIMEMBEREXCLUDEDT (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $ A Professional Liability HWS0000061 07/01/18 07/01/19 Each Claim 2,000,000 Annual Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached it more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Ashland Oregon THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 East Main Street AUTHORIZEDREPRESENTATIVE Ashland, OR 97520 t. ,ACC` tbt,%C_ _ ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 5369746zzoWintegrogroup.com_LEM 53697469 Purchase Order Pria .CI T i i LO ' " Fiscal Year 2019 Page: 1 of: 2 /MA B City of Ashland = --_ _____ I 20 E. Accounts Payable Purchase 20190190 L 20 E. Main Order# Ashland, OR 97520 T Phone: 541/552-2010 O Email: payable @ashland.or.us ✓ H 0/0 Accounting Division E MOSS ADAMS LLP I 20 East Main St N 221 STEWART AVENUE, SUITE 301 P Ashland, OR 97520 D MEDFORD, OR 97501 Phone: 541/488-5300 O T Fax: 541/552-2089 R 0 .e --_ h1 tef--_7d=3 z0s 6'�Zi IIg e_ --=°=e OR 1. =1=-=_E °-1— __ — _ Cindy Hanks _ _ -eiQ n mbeT=mate= fibi fWferfn — = = tfa -- FOB ASHLAND OR/NET30 City Accounts Payable 08/29/2018 4069 °_ r— =Lr=IlFI_ ; a_5=.- -eTP_p1 Municipal Audit Svcs (City) 1 City Audit $48,900.00 1 $60,800.0000 $60,800.00 1 Single Audit $4,250.00 Food & Beverage Audits (6 Annually) $3,900.00 I Transient Occupancy Audits (4 Annually)$3,750.00 1 Total $60,800.00 TOTAL FOR YEAR 1 - FISCAL YEAR 2019 Project Account: 2 City Audit $50,375.00 1 $0.0100 $0.01 Single Audit $4,250.00 Food & Beverage Audits (6 Annually) $3,900.00 Transient Occupancy Audits (4 Annually)$3,750.00 Total $62,275.00 TOTAL FOR YEAR 2 - FISCAL YEAR 2020 Project Account: 3 City Audit$51,875.00 1 $0.0100 $0.01 Single Audit $4,250.00 Food & Beverage Audits (6 Annually) $3,900.00 Transient Occupancy Audits (4 Annually)$3,750.00 Total $63,775.00 TOTAL FOR YEAR 3 - FISCAL YEAR 2021 Project Account: 4 City Audit $53,425.00 1 $0.0100 $0.01 Single Audit $4,250.00 Food & Beverage Audits (6 Annually) $3,900.00 Transient Occupancy Audits (4 Annually)$3,750.00 Total $65,325.00 TOTAL FOR YEAR 4 - FISCAL YEAR 2022 Project Account: 5 City Audit $55,000.00 1 $0.0100 $0.01 Single Audit $4,250.00 Food & Beverage Audits (6 Annually) $3,900.00 Transient Occupancy Audits (4 Annually)$3,750.00 Total $66,900.00 TOTAL FOR YEAR 5 - FISCAL YEAR 2023 CONTINUED ON NEXT PAGE Purchase Order Orals Fiscal Year 2019 Page: 2 of: 2 B City of Ashland =ti t comes m I ATTN: Accounts Payable Purchase L 20 E. Main Ashland, OR 97520 Order# 20190190 T Phone: 541/552-2010 0 Email: payable @ashland.or.us V H C/O Accounting Division E MOSS ADAMS LLP l 20 East Main St N 221 STEWART AVENUE, SUITE 301 p Ashland, OR 97520 D MEDFORD, OR 97501 Phone: 541/488-5300 0 T Fax: 541/552-2089 R =i-1.1 4§[=111.0. I 6I=I I=v1.=1:=161-Aa=D_s EUr'I=100-= °-Erie=.�e1=1 —__ — zj=i!i:d='!°v�E°=)=2 ®[?_ _ _ Cindy Hanks w_ri �! t=la=lfi T,=161.=M:1 €e1=1= =f=ii=��i=i=§ €_?.-12 ;P_Z=i`ir gil__—g=1§®'cF -- E-F"=T@ men VA..9 08/29/2018 4069 FOB ASHLAND OR/NET30 City Accounts Payable Personal Services Agreement Effective date: Jul 1, 2018 Completion date: June 30, 2024 Project Account: GL SUMMARY **«*** ******** 030800-604120 $60,800.04 By: Date. (7')1 - Aythonzed ignature $60,800.04 FORM #3 CITY OF ASHLAND REQUISITION - 1 ( C� Date of request: 08r27l2018 Vendor Name Moss Adams LLC Address,City,State,Zip Amanda McCleary-Moore,Partner Contact Name 221 Stewart Avenue,Sutie 301,Medford,ORegon 97501 Telephone Number 541-857-1040 Email address amanda.mccleary-mooreAmossadams.com SOURCING METHOD ❑ Exempt from Competitive Bidding Emergency ❑ Reason for exemption: ❑ Invitation to Bid ❑ p Date approved by Council: ❑ Form#13,Written findings and Authorization ❑ AMC 2.50 0_(Attach copy of council communication) quote or proposal ❑ Written quote or proposal attached (If council approval required,attach copy of CC) ❑ Small Procurement ❑ Request for Proposal Cooperative Procurement Not exceeding$5,000 Date approved by Council:07/03/2018 ❑ State of Oregon ❑ Direct Award _(Attach copy of council communication) Contract# ❑ Verbal/Written quote(s)or proposal(s) El Request for Qualifications(Public Works) ❑ State of Washington Intermediate Procurement Date approved by Council: Contract# GOODS&SERVICES (Attach copy of council communication) ❑ Other government agency contract Greater than$5,000 and less than$100,000 ❑ Sole Source Agency ❑ (3)Written quotes and solicitation attached ❑Applicable Form(#5,6,7 or 8) Contract# PERSONAL SERVICES ❑Written quote or proposal attached Form Intergovernmental Agreement Greater than$5,000 and less than$75,000 ❑ Form#4, Personal Services>$5K&<$75K Agency ❑Direct appointment not to exceed$35,000 ❑Annual cost to City does not exceed$25,000. ❑ Special Procurement 0(3)Written proposals/written solicitation ocuremen Agreement approved by Legal and approved/signed by Form#4,Personal Services>$5K&<$75K ❑ Form#9,Request for Approval $ $ 12 Written quote or proposal attached City Administrator.AMC 2.50.070(4) Date approved by Council: ❑Annual cost to City exceeds$25,000,Council Valid until: (Date) approval required.(Attach copy of council communication) Description of SERVICES Total Cost Municipal Audit Services Personal Services Agreement-Term July 1,2018-June 30,2024 $ Item# quantity Unit Description of MATERIALS Unit Price Total Cost fl Per attached quote/proposal TOTAL COST Expenditure must be charged to the appropriate account numbers for the financials to reflect the actual expenditures accurately. Project Number •_ _ _ Account Number - $ , ,_ _ _ Project Number -_ _ Account Number - $ , Project Number -_ _ _ Account Number - $ ,_ _ _,_ _ _•_ _ IT Director in collaboration with department to approve all hardware and software purchases: By signing this requisition form,I certify that the City's public contracting requirements have been satisfied. 1 T Director Date Support Yes/No Employee: (Jr fA) ,t7dVb Department Hea ... dam/ I =qu l•orgrea •rtha $5,000) Department Manager/Supervisor: City Administrator: ,tai 4 ,, 8 3t • i (Equal • • •,reaQterrth• $25,000) Funds appropriated for current fiscal year: NO rt L fr mane Dir r-(Equal to or greater than$5,000) Date Comments: Form#3-Requisition • Year 1 Audit 48,900.00 Single Audit 4,250.00 Food&Beverage Audits(6 Annually) 3,900.00 Transient Occupancy Audits(4 Annually) 3,750.00 Total for year 1 -Fiscal Year 2019 60,800.00 030800.604120 Year 2 Audit 50,375.00 Single Audit 4,250.00 Food&Beverage Audits(6 Annually) 3,900.00 Transient Occupancy Audits(4 Annually) 3,750.00 Total for year 2-Fiscal Year 2020 62,275.00 030800.604120 Year 3 Audit 51,875.00 Single Audit 4,250.00 Food&Beverage Audits(6 Annually) 3,900.00 Transient Occupancy Audits(4 Annually) 3,750.00 Total for year 3-Fiscal Year 2021 63,775.00 030800.604120 Year 4 Audit 53,425.00 Single Audit 4,250.00 Food&Beverage Audits(6 Annually) 3,900.00 Transient Occupancy Audits(4 Annually) 3,750.00 Total for year 4-Fiscal Year 2022 65,325.00 030800.604120 Year 5 Audit 55,000.00 Single Audit 4,250.00 Food&Beverage Audits(6 Annually) 3,900.00 Transient Occupancy Audits(4 Annually) 3,750.00 Total for year 5-Fiscal Year 2023 66,900.00 030800.604120 finance\Accountin \Bud et\Accountin 's bud et12019 to 2023 Audit Costs.xlsx 8/28/2018,9:36 AM GI 9 9 9 9 Z 1 1 Exhibit E FEE ARRANGEMENT WORKSHEET Fee Categories City Parks Total • Audit Fee $ 37,000 $ 9,600 $ 46,600 Financial Statement Preparation N/A-RFP notes management will draft financial statements. Single Audit $ 4,250 $ -l$ 4,250 Other Related Services; GFOA Certificate of Achievement No additional cost Other Technical Assistance No additional cost for routine phone calls and e- Imails.Anything outside of the scope of the audit will be discussed with management to determine if additional fees are necessary. 1 Additional Audits: Additional Audits-Food and Beverage(6-Annually) $ 3,900 $ - $ 3,900 IAdditional Audits-Transient Occupancy Tax(4-Annually) I $ 3,750 $ . $ 3,750 Sum for Year One '5 48,900 $ 9,600 $ 58,500 ISum for Year Two $ 50,375 $ 9,600 $ 60,1 7 60,175 . Sum for Year Three $ 51,875 $ 10,000 $ 61,875 f. • Sum for Year Four $ 53,425 $ 10,300 $ 63,725 I Sum for Year Five $ 55,000 $ 10,600 $ 65,600 Estimated number of hours to be spent annually on the audit: Partner 42.5 7.5 50 Manager S5 15 100 Accountants (seniors and staff) 170 30 200 Support(not charged) 0 0 0 Others- (PT auditor) 12.75 2.25 15 Sum of Hours 310.25 54.75 365 Additional Services by the hour: Hourly Rate: I Parmer $400 Manager 5200-53900 Accountant $150-$175 ISupport 0 IName of company: Moss Adams LLP signature: t IPrinted Name: Amanda McCleary-Moore, Partner Date: 5J1L3 i J • RFP—Municipal Audit Services,Page 20 of 31 • I Council Business Meetin • July 3, 2018 Title: Approval of a public contract for Municipal Audit Services From: Mark Welch Administrative Services Director mark.welch @ashland.or.us Summary: Approval is being requested to award a public contract for a Municipal Audit Services to Moss Adams LLP. The contract for Municipal Audit Services will be for a five(5)year term beginning in July 2019 and ending in June 2024. Actions, Options,or Potential Motions: The Council, acting as the Local Contract Review Board,moves to approve the award of a public contract to Moss Adams LLP for Municipal Audit Services. Staff Recommendation: Staff recommends the public contract for Municipal Audit Services be awarded to Moss Adams • LLP. Resource Requirements: Funds will be budgeted for municipal audit services as follows: Fiscal Year Proposed Cost FY 2019 $58,500.00 FY 2020 60,175.00 FY 2021 61,875.00 FY 2022 63,725.00 FY 2023 65,600.00 Total amount for five(5) fiscal years $309,875.00 Policies,Plans and Goals Supported: This contract award for a qualified independent municipal auditing firm to provide Municipal Audit Services will support the City's goals of financial accuracy,transparency and auditor rotation. Background and Additional Information: The sourcing method used to acquire these services is a formal Competitive Sealed Proposal (Request for Proposal). The City received a record number five(5)proposals in response to this RFP. The proposals were evaluated in accordance with the evaluation process and criteria established in the RFP and all five(5)proposals were deemed to be RESPONSIVE by a three- person evaluation committee. Page l of 2 CITY OF ASHLAND • Pursuant to ORS 279.100,the City has the authority to reject a proposal if it is in the City's best interest. The proposal submitted by Pauly,Rogers, &Co.,PC,has been rejected by the evaluation committee solely for the implementation of auditor rotation. Pauly,Rogers, &Co., • PC, has been the City's independent municipal auditor for the previous 15+years(three consecutive 5-year contracts).Having active participation in the solicitation process and receiving a record number five(5)RESPONSIVE proposals from qualified firms has allowed the evaluation committee to consider and implement auditor rotation. It is clearly and simply in the City's best interest to implement auditor rotation at this time. ORS 279B.100 Cancellation,rejection,delay of invitations for bids or requests for proposals. (I)Any solicitation or procurement described in a solicitation may be canceled or any or all bids or proposals may be rejected in whole or in part,when the cancellation or rejection is in the best interest of the contracting agency as determined by the contracting agency. The reasons for the cancellation or rejection must be made part of the solicitation file.A contracting agency is not liable to any bidder or proposer for any loss or expense caused by or resulting from the cancellation or rejection of a solicitation,bid proposal or award. In addition to satisfying the City's public contracting rules,the GFOA makes the following recommendations: GFOA makes the following recommendations regarding the selection of auditing services: Governmental entities should undertake a full-scale competitive process for the selection of independent auditors at the end of the term of each audit contract, consistent with applicable legal requirements. Ideally, auditor independence would be enhanced by a policy requiring that the independent auditor be replaced at the end of the audit contract, as is often the • case in the private sector. Unfortunately, the frequent lack of competition among audit firms fully qualified to perform public-sector audits could make a policy of mandatory auditor rotation counterproductive. In such cases, it is recommended that a governmental entity actively seek the participation of all qualified firms, including the current auditors, assuming that the past performance of the current auditors has proven satisfactory. Except in cases where a multiyear agreement has taken the form of a series of single year contracts, a contractual provision for the automatic renewal of the audit contract(e.g., an automatic second term for the auditor upon satisfactory performance) is inconsistent with this recommendation. Attachments: RFP Municipal Audit Services—Evaluation Summary Contract for Municipal Audit Services Page 2 of 2 CITY OF ASHLAND City of Ashland Request for Proposal MUNICIPAL AUDIT SERVICES Evaluation Summary • June 11,2018 Isler CPA KDP CPAs LLP Moss Adams LLP Pauly,Rogers&Co.PC Umpqua Valley Points Financial Evaluation Criteria #1 #2 43 #1 #2 #3 41 #2 #3 #1 #2 83 #1 #2 #3 Letter of Introduction,Table of Contents&Proposal Submission 5 5 4 5 5 5 5 • 5 4 5 5 4 5 5 3 5 Form(Exhibit A) Qualifications and Experience 30 3D 22 25 24 28 30 30 30 30 30 25 30 25 20 25 Proposed Services • ' 25 25 25 25 22 . 25 25 25 25 25 25 25 25 23 20 25 Sample Reports • 10 9 5 10 8 8 10 10 10 10 9 10 10 10 10 10 References 10 10 7 10 7 10 10 10 7 10 10 10 ,10 7 8 1D Contract Terms and Conditions &Certificate of Compliance 5 5 5 5 5 5. 5 5 ' 3 5 5 5 5 5 5 5 (Exhibit C and Exhibit E) • SUBTOTAL 85 84 68 80 71 81 85 85 79 85 84 79 85 75 66 80 Cost Proposal(Exhibit B) 25 23.21 23.21 23.21 21.13 21.13 21.13 22.15 22.15 22.15 24.36 24.36 24.36 25 25 25 TOTAL 110 107.21 91.21 103.21 92.13 102.13 106.13 107.15 101.15 107.15 108.36 103.36 109.36 100 91 105 GRAND TOTAL 301.63 321.08 300.39 315.45 Rejected/Auditor 296 Rotation) Name of Proposer Total for five(5)years Calculation Percentage Points Umpqua Valley Financial $286,000.00 $286,000 100% 25 Pauly,Rogers&Co.,PC $293,525.00 $286,000/$293,525 97.44 24.36 Isler CPA $298,800.00 $286,000/5298,800 95.72 23.21 Moss Adams LLP $309,875.00 $286,000/$309,875 92.30 22.15 KDP CPAs LLP $311,375.00 $286,000/$311,375 91.85 21.13 • • • • •