Urban Renewal Authority of Dacono

Urban Renewal Authority of Dacono Meeting AGENDA Wednesday, April 6, 2022 6:00 PM Meeting location: New Annex Building, 512 Cherry Ave - Building C, Dacono, CO 80514 I. Roll Call II. Approval of the January 5, 2022 Urban Renewal Authority of Dacono Meeting Minutes. III. General Business A. *Consideration and approval of Resolution 22-04, approving a Master Service Agreement with CliftonLarsonAllen LLP to provide Urban Renewal Authority Financial Management Services. Presenter: Carrie Bartow, Chief Financial Officer B. *Consideration and approval of Resolution 22-05, approving an amendment to a Professional Services Agreement by and between the Urban Renewal Authority of Dacono and Galloway and Company, Inc., for Market Analysis and Master Plan Design Services. Presenter: Jennifer Krieger, Executive Director C. *I-25 Corridor Plan- Land Use Concepts. Presenter: Phil Stuepfert, HR Green IV. Authority Member Reports V. Adjournment *Materials in Packets. Accommodations for the disabled can be made upon request.  Urban Renewal Authority of Dacono Meeting Minutes Wednesday, January 5, 2022 Meeting held remotely via Zoom called to order at 6:04 PM Members Present Charlie Everitt Danny Long Adam Morehead, Chairman Kevin Plain Jackie Thomas Jim Turini Kathryn Wittman Members Absent Chico Garcia, excused Perry Buck, excused (arrived at 6:21 PM) Cody Childers, excused John Wargo, excused Staff Present AJ Euckert, City Manager Valerie Taylor, Clerk Jennifer Krieger, Secretary/Executive Director I. Consent Agenda a. Approval of the November 3, 2021 Urban Renewal Authority of Dacono Meeting Minutes. Commissioner Plain moved to approve the November 3, 2021 Urban Renewal Authority of Dacono Meeting Minutes. The vote was ayes: Commissioners Everitt, Long, Plain, Thomas, Wargo, and Morehead. Abstain: Commissioner Wittman. Chairman Morehead declared the motion carried. II. General Business A. Election of URAD Chair and Vice-Chair. Commissioner Long moved to appoint John Wargo as Chairperson. The vote was ayes: Commissioners Everitt, Long, Turini, and Wittman. Nays: Commissioners Plain, Thomas and Morehead. The motion carried. Commissioner Plan moved to appoint Jackie Thomas as Vice-Chairperson. The vote was unanimous. B. Consideration and approval of URAD Resolution 22-01, accepting an appointment of a Commissioner to the Urban Renewal Authority of Dacono. Executive Director, Jennifer presented her report. Commissioner Everitt moved to approve URAD Resolution 22-01, accepting an appointment of a Commissioner to the Urban Renewal Authority of Dacono with the correction of Lori Saine’s name being replaced with Perry Buck. The vote was unanimous with Vice-Chairperson Thomas declaring the motion carried. C. Consideration and approval of URAD Resolution 22-02, approving the Amended and Restated Cooperation Agreement between the City of Dacono, Colorado and the Urban Renewal Authority of Dacono for Administrative Services. Executive Director, Jennifer presented her report.  Commissioner Morehead moved to approve URAD Resolution 22-02, approving the Amended and Restated Cooperation Agreement between the City of Dacono, Colorado and the Urban Renewal Authority of Dacono for Administrative Services. The vote was unanimous with Vice- Chairperson Thomas declaring the motion carried. D. Consideration and approval of URAD Resolution 22-03, approving an Engagement Letter by and between the Urban Renewal Authority of Dacono and WIPFLI, LLP., for Audit Services. Executive Director, Jennifer Krieger presented her report. Thuy Dam stated that WIPFLI did the audit last year and recommends that they do the audit again this year. Commissioner Everitt moved to approve URAD Resolution 22-03, approving an Engagement Letter by and between the Urban Renewal Authority of Dacono and WIPFLI, LLP., for Audit Services. The vote was unanimous with Vice-Chairperson Thomas declaring the motion carried. Commissioner Buck joined the meeting at 6:21 PM and apologized for being late. III. Authority Member Reports Jennifer gave an update on the I-25 Cooridor Study. She has reached out for feedback from the authority members on the land use concepts. She will send out the email again and asked authority members to email her with any feedback they may have. The consultants will be at the Feburary meeting. IV. Adjournment With no further business to be discussed, the meeting was adjourned at 6:24 PM Approved this 2nd day of March, 2022. _______________________________ John Wargo, Chairperson Attest: ______________________________________ Jennifer Krieger, Secretary/Executive Director Meeting Date: April 6, 2022 Agenda Item: A RESOLUTION OF THE URBAN RENEWAL AUTHORITY OF DACONO APPROVING A MASTER SERVICE AGREEMENT WITH CLIFTONLARSONALLEN LLP TO PROVIDE URBAN RENEWAL AUTHORITY FINANCIAL MANAGEMENT SERVICES Presenter: Carrie Bartow, CliftonLarsonAllen LLP Background: The master service agreement (“MSA”) documents the terms, objectives, and the nature and limitations of the services CliftonLarsonAllen will provide for Urban Renewal Authority of Dacono. The statement of work describes the scope of professional services; the nature, limitations, and responsibilities related to the specific services CLA will provide; and the fees for such services.  URBAN RENEWAL AUTHORITY OF DACONO RESOLUTION NO. 22-04 A RESOLUTION OF THE URBAN RENEWAL AUTHORITY OF DACONO APPROVING A MASTER SERVICE AGREEMENT WITH CLIFTONLARSONALLEN LLP TO PROVIDE URBAN RENEWAL AUTHORITY FINANCIAL MANAGEMENT SERVICES WHEREAS, the Urban Renewal Authority of Dacono (the “Authority”) is a duly constituted urban renewal authority, established and operating pursuant to the provisions of C.R.S. § 31-25-101 et seq.; and WHEREAS, various urban renewal plans have been approved by the City Council of Dacono which the Authority is charged with implementing, and those plans each describe an urban renewal project for the elimination and prevention of blight that includes authorization for tax increment financing and retaining the incremental property tax revenues from other taxing entities levying a tax in the applicable plan area as a tool to fund public improvements to stimulate and leverage private development; and WHEREAS, the Authority is in need of professional urban renewal authority financial management services to implement the goals of the urban renewal plans; and WHEREAS, CliftonLarsonAllen LLP (“CLA”) has the expertise, experience and resources to provide the Authority the required services; and WHEREAS, as a result of negotiations with CLA, a master service agreement (“Master Service Agreement”) attached as Exhibit A and incorporated herein by reference, has been provided by CLA for approval by the Authority; and WHEREAS the Authority is authorized in C.R.S. § 31-25-105(1)(b) to “make and execute all contracts and other instruments which it may deem necessary or convenient to the exercise of its powers.” BE IT RESOLVED BY THE URBAN RENEWAL AUTHORITY OF DACONO, COLORADO: Section 1. The foregoing Recitals are incorporated herein by this reference. Section 2. The proposed Master Service Agreement is hereby approved in essentially the same form as the copy of such Agreement attached hereto as Exhibit A. Section 3. The Chairman is hereby authorized to execute the Master Service Agreement on the Authority’s behalf in substantially the same form as the copy attached hereto as Exhibit A, and is further authorized to negotiate and approve on behalf of the Authority such revisions to the 23807908.2 Master Service Agreement as the Chairman determines are necessary or desirable for the protection of the Authority, so long as the essential terms and conditions of the Master Service Agreement are not altered. INTRODUCED, READ, and ADOPTED this 6th day of April, 2022. URBAN RENEWAL AUTHORITY OF DACONO ATTEST: By: ____________________________ By: ______________________________ Jennifer Krieger, Secretary/Executive Director John Wargo, Chairman 2 23807908.2  Exhibit A to Urban Renewal Authority of Dacono Resolution No. 22-04 Master Service Agreement with CLA [see attached] 23807908.2  CliftonLarsonAllen LLP 8390 East Crescent Pkwy., Suite 300 Greenwood Village, CO 80111 phone 303-779-5710 fax 303-779-0348 CLAconnect.com September 14, 2021 Board of Directors Urban Renewal Authority of Dacono 8390 East Crescent Pkwy., Suite 300 Greenwood Village, CO 80111 Dear Board of Directors: This master service agreement (“MSA”) documents the terms, objectives, and the nature and limitations of the services CliftonLarsonAllen LLP (“CLA,” “we,” “us,” and “our”) will provide for Urban Renewal Authority of Dacono (“you,” “your,” or “the authority”). The terms of this MSA will apply to the initial and each subsequent statement of work (“SOW”), unless the MSA is changed in a communication that you and CLA both sign or is terminated as permitted herein. Scope of professional services CLA will provide services as described in one or more SOW that will reference this MSA. The SOW will describe the scope of professional services; the nature, limitations, and responsibilities related to the specific services CLA will provide; and the fees for such services. If modifications or changes are required during CLA’s performance of requested services, or if you request that we perform any additional services, we will provide you with a separate SOW for your signature. Such SOW will advise you of the additional fee and time required for such services to facilitate a clear understanding of the services. Our services cannot be relied upon to disclose errors, fraud, or noncompliance with laws and regulations. Except as described in the scope of professional services section of this MSA or any applicable SOW, we have no responsibility to identify and communicate deficiencies in your internal control as part of any services. Management responsibilities Management and, when appropriate, the board of directors of the authority acknowledge and understand that our role is to provide the services identified in an SOW and that management and the board of directors of the authority have certain responsibilities that are fundamental to our undertaking to perform the identified services. The authority may engage CLA to perform management functions to help the board of directors of the authority to meet your responsibilities, but the board of directors of the authority acknowledges its management responsibilities. References to management in this MSA and in an SOW are applicable to the board of directors of the authority. CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member-firm-disclaimer for details. Responsibilities and limitations related to nonattest services For all nonattest services we may provide to you, your management agrees to assume all management responsibilities; oversee the services; evaluate the adequacy and results of the services; ensure that your data and records are complete; and accept responsibility for the results of the services. Fees and terms See the applicable SOW for the fees for the services. Work may be suspended if your account becomes 90 days or more overdue and will not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagements will be deemed to have been completed even if we have not completed the services. You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket expenditures through the date of termination. Payments may be made utilizing checks, Bill.com, your online banking platform, CLA’s electronic payment platform, or any other client initiated payment method approved by CLA. CLA’s electronic online bill pay platform claconnect.com/billpay accepts credit card and Automated Clearing House (ACH) payments. Instructions for making direct bank to bank wire transfers or ACH payments will be provided upon request. Other fees You also agree to compensate us for any time and expenses, including time and expenses of legal counsel, we may incur in responding to discovery requests or participating as a witness or otherwise in any legal, regulatory, or other proceedings that we are asked to respond to on your behalf. Finance charges and collection expenses You agree that if any statement is not paid within 30 days from its billing date, the unpaid balance shall accrue interest at the monthly rate of one and one-quarter percent (1.25%), which is an annual percentage rate of 15%. In the event that any collection action is required to collect unpaid balances due us, reasonable attorney fees and expenses shall be recoverable. Mediation Any disagreement, controversy, or claim (“Dispute”) that may arise out of any aspect of our services or relationship with you shall be submitted to non-binding mediation by written notice (“Mediation Notice”) to the other party. In mediation, we will work with you to resolve any differences voluntarily with the aid of an impartial mediator. The mediation will be conducted as specified by the mediator and agreed upon by the parties (i.e., you and CLA). The parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the Dispute. Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties. Any Dispute will be governed by the laws of the state of Colorado, without giving effect to choice of law principles. CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member-firm-disclaimer for details. Limitation of remedies These limitation of remedies provisions are not applicable for any audit, examination, or agreed-upon procedures services provided to you. Our role is strictly limited to the services described in an SOW, and we offer no assurance as to the results or ultimate outcomes of any services or of any decisions that you may make based on our communications with you. You agree that it is appropriate to limit the liability of CLA, its partners, principals, directors, officers, employees, and agents (each a “CLA party”) and that this limitation of remedies provision is governed by the laws of the state of Colorado, without giving effect to choice of law principles. You further agree that you will not hold CLA or any other CLA party liable for any claim, cost, or damage, whether based on warranty, tort, contract, or other law, arising from or related to this MSA, the services provided under an SOW, the work product, or for any plans, actions, or results of an SOW, except to the extent authorized by this MSA. In no event shall any CLA party be liable to you for any indirect, special, incidental, consequential, punitive, or exemplary damages, or for loss of profits or loss of goodwill, costs, or attorney fees. The exclusive remedy available to you shall be the right to pursue claims for actual damages that are directly caused by acts or omissions that are breaches by a CLA party of our duties owed under this MSA and the specific SOW thereunder, but any recovery on any such claims shall not exceed the fees actually paid by you to CLA pursuant to the SOW that gives rise to the claim. Time limitation The nature of our services makes it difficult, with the passage of time, to gather and present evidence that fully and fairly establishes the facts underlying any dispute that may arise between you and any CLA party. The parties (you and CLA) agree that, notwithstanding any statute or law of limitations that might otherwise apply to a dispute, including one arising out of this MSA or the services performed under an SOW, for breach of contract or fiduciary duty, tort, fraud, misrepresentation or any other cause of action or remedy, any action or legal proceeding by you against any CLA party must be commenced as provided below, or you shall be forever barred from commencing a lawsuit or obtaining any legal or equitable relief or recovery. An action to recover on a dispute shall be commenced within the shorter of these periods (“Limitation Period”): Consulting services • For each service pursuant to an SOW, separately within twenty-four (24) months after the date we deliver the services or work product pursuant to the SOW on which the dispute is based, regardless of whether any CLA party provides other services for you under this MSA or other SOW. • Within twenty-four (24) months from the date of our last billing for services performed pursuant to the SOW on which the dispute is based. • Within twenty-four (24) months after the termination by either party of either this MSA or the authority's ongoing relationship with CLA. Tax services • For tax return preparation, separately within thirty-six (36) months after the date when we deliver any final tax return(s) pursuant to the SOW on which the dispute is based, regardless of whether any CLA party provides other services for you under this MSA or other SOW relating to said return(s). CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member-firm-disclaimer for details.  • For tax consulting engagements, separately within thirty-six (36) months from the date of our last billing for services pursuant to the SOW on which the dispute is based. • For all tax return and tax consulting engagements, within twelve (12) months from the date when you terminate this MSA or the authority's ongoing relationship with CLA. Examination, compilation, and preparation services related to prospective financial information • For examination, compilation, and preparation services related to prospective financial information (i.e., forecasts and projections), separately within twelve (12) months after the dates when we deliver the work product pursuant to the SOW on which the dispute is based, regardless of whether any CLA party provides other services for you relating to the work product. Audit, review, examination, agreed-upon procedures, compilation, and preparation services other than those related to prospective financial information • For audit, review, examination, agreed-upon procedures, compilation, and preparation services, separately within twenty-four (24) months after the dates when we deliver the work product pursuant to the SOW on which the dispute is based, regardless of whether any CLA party provides other services for you relating to the work product. The applicable Limitation Period applies and begins to run even if you have not suffered any damage or loss, or have not become aware of the existence or possible existence of a dispute. CLA shall be authorized to the following cash access services: • Using any or a combination of the following methods and approval processes, we will pay your vendors and service providers based upon invoices that you have reviewed and approved: o Paper checks – we will prepare the checks for your approval and wet ink signature. o Payments using Bill.com – we will only release payments after you have electronically approved and authorized such payments. o ACH/Wire – we will use this method as needed/as requested, with your approval. We understand that you will designate one or more members of the Board to approve disbursements using the above methods. • If applicable, access the entity credit card for purposes of purchasing products and services on your behalf up to a certain limit that will be discussed with you and documented separately. • Obtain administrator access to your bank accounts for purposes of performing the duties documented in our engagement letter identified above. • Take deposits to the bank that include cash. • If applicable, have access to cash-in-kind assets, such as coupons. • If applicable, initiate direct deposits or sign checks as part of the payroll processing function. CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member-firm-disclaimer for details. Management responsibilities relevant to CLA’s access to your cash All members of your Board of Directors are responsible for the processes below; however, we understand that you will designate one or more board members to review and give approvals for disbursements. All approvals must be documented in writing, either electronically or manually, then formally ratified in board meetings and documented in the meeting minutes. • Approve all invoices and check payments. • Approve all new vendors and customers added to the accounting system. • Approve non-recurring wires to external parties. • Pre-approve for recurring wires, then Board will ratify approval. • Approve all new employees and all employee status changes prior to those employees or changes being added to the payroll system. • Approve all credit card statements prior to those expenses being processed in the accounting system and subsequently paid. • Approve (or delegate to the CLA controller if applicable) all customer and vendor credit memos and accounts receivable amounts written off. • Review and approve (or delegate to the CLA controller if applicable) all bank statements and affiliated monthly reconciliations. Other provisions Except as permitted by the “Consent” section of this agreement, CLA will not disclose any confidential, proprietary, or privileged information of the authority or you to any person or party, unless the authority or you authorizes us to do so, it is published or released by the authority, it becomes publicly known or available other than through disclosure by us, or disclosure is required by law. This confidentiality provision does not prohibit us from disclosing your information to one or more of our affiliated companies in order to provide services that you have requested from us or from any such affiliated company. Any such affiliated company shall be subject to the same restrictions on the use and disclosure of your information as apply to us. Pursuant to authority given by law or regulation, we may be requested to make certain workpapers available to a regulator for its regulatory oversight purposes. We will notify you of any such request, if permitted by law. Access to the requested workpapers will be provided to the regulator under the supervision of CLA personnel and at a location designated by our firm. Furthermore, upon request, we may provide copies of selected workpapers to such regulator. The regulator may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. You acknowledge and agree that this agreement and the pricing structure and billing rates of CLA are sensitive information which you shall not furnish or otherwise disclose to any third party without the prior written consent of CLA or as required by law. We will be responsible for our own property and casualty, general liability, and workers compensation insurance, taxes, professional training, and other personnel costs related to the operation of our business. accounting and consulting firms. See nexia.com/member-firm-disclaimer for details. CLA is an independent member of Nexia International, a leading, global network of independent When performing the services identified in applicable SOWs, we will utilize the resources available at the authority, when applicable, to the extent practical to continue development of your personnel. During a portion of our work, we may require the use of your computers. We will try to give you advance notice and coordinate our use so it does not interfere with your employees. The relationship of CLA with the authority shall be solely that of an independent contractor and nothing in this agreement shall be construed to create or imply any relationship of employment, agency, partnership, or any relationship other than an independent contractor. If applicable, accounting standards and procedures will be suggested that are consistent with those normally utilized in a authority of your size and nature. Internal controls may be recommended relating to the safeguarding of the authority’s assets. If fraud is initiated by your employees or other service providers, your insurance is responsible for covering any losses. The authority agrees that CLA will not be assuming any fiduciary responsibility on your behalf during the course of this agreement, except as may be assumed in a SOW. CLA may, at times, utilize external web applications to receive and process information from our clients; however, it is not appropriate for you to upload protected health information using such applications. All protected health information contained in a document or file that you plan to transmit to us via a web application must be redacted by you to the maximum extent possible prior to uploading the document or file. In the event that you are unable to remove or obscure all protected health information, please contact us to discuss other potential options for transmitting the document or file. Consent Consent to use financial information Annually, we assemble a variety of benchmarking analyses using data obtained through our client engagements. Some of this benchmarking information is published and released publicly. However, the information that we obtain is confidential, as required by the AICPA Code of Professional Conduct. Your acceptance of this MSA will serve as your consent to use of Urban Renewal Authority of Dacono information in these cost comparison, performance indicator, and/or benchmarking reports. Subcontractors CLA may, at times, use subcontractors to perform services under this agreement, and they may have access to your information and records. Any such subcontractors will be subject to the same restrictions on the use of such information and records as apply to CLA under this agreement. Technology CLA may, at times, use third-party software applications to perform services under this agreement. You authorize CLA to sign on your behalf any vendor agreements applicable to such software applications. CLA can provide a copy of the application agreement at your request. You acknowledge the software vendor may have access to your data. Termination of MSA Either party may terminate this MSA at any time by giving 30 days written notice to the other party. In that event, the provisions of this MSA shall continue to apply to all services rendered prior to termination. CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member-firm-disclaimer for details. Agreement We appreciate the opportunity to be of service to you and believe this MSA accurately summarizes the significant terms of our relationship. This MSA, along with the applicable SOW(s), constitute the entire agreement regarding services to be performed and supersedes all prior agreements (whether oral or written), understandings, negotiations, and discussions between you and CLA. If you have any questions, please let us know. If you agree with the terms of our relationship as described in this MSA, please sign, date, and return. Sincerely, CliftonLarsonAllen LLP Carrie Bartow, CPA Principal Carrie.Bartow@CLAconnect.com CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member-firm-disclaimer for details. Response: This agreement correctly sets forth the understanding of Urban Renewal Authority of Dacono. APPROVED: ____________________________________________ Signature ____________________________________________ Title ____________________________________________ Date CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member-firm-disclaimer for details.  CliftonLarsonAllen LLP 8390 East Crescent Pkwy., Suite 300 Greenwood Village, CO 80111 phone 303-779-5710 fax 303-779-0348 CLAconnect.com Preparation SOW This agreement constitutes a Statement of Work (“SOW”) to the Master Service Agreement (“MSA”) made by and between CliftonLarsonAllen LLP (“CLA,” “we,” “us,” and “our”) and Urban Renewal Authority of Dacono (“you” and “your”) dated September 14, 2021. The purpose of this SOW is to outline certain services you wish us to perform in connection with that agreement. Scope of professional services Carrie Bartow is responsible for the performance of the preparation engagement and other services identified in this agreement. They may be assisted by one or more of our authorized signers in the performance of the preparation engagement. Ongoing normal accounting services: Outsourced accounting activities For each fund of the authority, CLA will generally prepare and maintain the following accounting records: o Cash receipts journal o Cash disbursements journal o General ledger o Accounts receivable journals and ledgers o Deposits with banks and financial institutions o Schedule of disbursements o Bank account reconciliations o Investment records o Detailed development fee records Process accounts payable including the preparation and issuance of checks for approval by a designated individual Prepare billings, record billings, enter cash receipts, and track revenues Reconcile certain accounts regularly and prepare journal entries Prepare depreciation schedules CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member-firm-disclaimer for details. Prepare monthly/quarterly/as requested financial statements and supplementary information, but not perform a compilation with respect to those financial statements. Additional information is provided below. Prepare a schedule of cash position to manage the authority’s cash deposits, funding for disbursements, and investment programs in accordance with policies established by the authority’s board of directors. Prepare the annual budget and assist with the filing of the annual budget – additional information is provided below. Assist the authority’s board of directors in monitoring actual expenditures against appropriation/budget. If an audit is required, prepare the year-end financial statements (additional information is provided below) and related audit schedules for use by the authority’s auditors. If an audit is not required, prepare the Application for Exemption from Audit, perform a compilation engagement with respect to the Application for Exemption from Audit, and assist with the filing of the Application for Exemption from Audit – additional information is provided below. Monitor compliance with bond indentures and trust agreements, including preparation of continuing disclosure reports to the secondary market as required. Review claims for reimbursement from related parties prior to the board of directors’ review and approval. Read supporting documentation related to the authority’s acquisition of infrastructure or other capital assets completed by related parties for overall reasonableness and completeness. Procedures in excess of providing overall reasonableness and completeness will be subject to a separate SOW. These procedures may not satisfy authority policies, procedures, and agreements’ requirements. Note: our procedures should not be relied upon as the final authorization for this transaction. Attend board meetings as requested. Be available during the year to consult with you on any accounting matters related to the authority. Review and approve monthly reconciliations and journal entries prepared by staff Reconcile complex accounts monthly and prepare journal entries Analyze financial statements and present to management and the board of directors. Develop and track key business metrics as requested and review periodically with the board of directors. Document accounting processes and procedures Continue process and procedure improvement implementation Report and manage cash flows Assist with bank communications. Perform other nonattest services. Compilation services If an audit is not required, we will complete the Application for Exemption from Audit in the form prescribed by the Colorado Office of the State Auditor and perform a compilation engagement with respect to the Application for Exemption from Audit. Preparation services – financial statements We will prepare the monthly/quarterly/as requested financial statements of the governmental activities, the business-type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information if applicable of the authority, which comprise the balance sheet – governmental funds and the related statement of revenues, expenditures, and changes in fund balance – general fund. The financial statements will not include the related notes to the financial statements; the government-wide financial statements; the statement of revenues, expenditures, and changes in fund balances – governmental funds; statement of cash flows for business type activities, if applicable; and required supplementary information. Preparation services - annual If an audit is required, we will prepare the year-end financial statements of the government wide governmental activities, the business-type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information if applicable, and Management Discussion and Analysis, if applicable, which collectively comprise the basic financial statements of the authority, and the related notes to the financial statements. The year-end financial statements, including the related notes to the financial statements, will be prepared for use by the authority’s auditors. Preparation services – prospective financial information (i.e., unexpired budget information) You have requested that we prepare the financial forecast, which comprises the forecasted financial statements identified below. A financial forecast presents, to the best of management’s knowledge and belief, the entity’s expected financial position, results of operations, and cash flows for the forecast period. It is based on management’s assumptions reflecting conditions it expects to exist and the course of action it expects to take during the forecast period. The financial forecast will omit substantially all of the disclosures required by the guidelines for presentation of a financial forecast established by the American Institute of Certified Public Accountants (AICPA presentation guidelines) other than those related to the significant assumptions. The supplementary information accompanying the financial forecast will be prepared and presented for purposes of additional analysis and is not a required part of the basic financial forecast. References to financial statements in the remainder of this SOW are to be taken as a reference to also include the prospective financial information, where applicable. Engagement objectives and our responsibilities The objectives of our engagement are to: a. Prepare monthly/quarterly/as requested financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), except for the departures from U.S. GAAP identified above, based on information provided by you and information generated through our outsourced accounting services. CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member-firm-disclaimer for details.  b. As requested, apply accounting and financial reporting expertise to assist you in the presentation of your monthly/quarterly/as requested financial statements without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the financial statements in order for them to be in accordance with U.S. GAAP, except for the departures from U.S. GAAP identified above. c. Prepare the annual budget in accordance with the requirements prescribed by Colorado Revised Statutes C.R.S. 29-1-105 based on information provided by you. d. Apply accounting and financial reporting expertise to assist you in the presentation of the annual budget without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the annual budget in order for the annual budget to be in accordance with requirements prescribed by Colorado Revised Statutes C.R.S. 29-1-105. e. If an audit is required, prepare the year-end financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) based on information provided by you. f. If applicable, we will complete the Application for Exemption from Audit in the form prescribed by the Colorado Office of the State Auditor and perform a compilation engagement on the application. We will conduct our preparation and compilation engagements in accordance with Statements on Standards for Accounting and Review Services (SSARSs) promulgated by the Accounting and Review Services Committee of the American Institute of Certified Public Accountants (AICPA) and comply with the AICPA's Code of Professional Conduct, including the ethical principles of integrity, objectivity, professional competence, and due care. Engagement procedures and limitations We are not required to, and will not, verify the accuracy or completeness of the information provided to us for the engagement or otherwise gather evidence for the purpose of expressing an opinion or a conclusion. Accordingly, we will not express an opinion, a conclusion, nor provide any assurance on the financial statements, the annual budget, the Application for Exemption from Audit (if an audit is not required), the year-end financial statements (if an audit is required), and the supplementary information. Our engagement cannot be relied upon to identify or disclose any misstatements in the monthly/quarterly/as requested financial statements, the annual budget, the Application for Exemption from Audit, and the year-end financial statements, including misstatements caused by fraud or error, or to identify or disclose any wrongdoing within the authority or noncompliance with laws and regulations. We have no responsibility to identify and communicate deficiencies in your internal control as part of this engagement. You agree that we shall not be responsible for any misstatements in the authority’s financial statements, the annual budget, the Application for Exemption from Audit, and the year-end financial statements that we may not identify as a result of misrepresentations made to us by you. Our report The compilation report on the Application for Exemption from Audit will state that management is responsible for the accompanying application included in the prescribed form, that we performed a compilation of the application, that we did not audit or review the application, and that, accordingly, we do not express an opinion a conclusion, nor provide any form of assurance on it. The report will also state that the Application for Exemption CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member-firm-disclaimer for details. from Audit is presented in accordance with the requirements of the Colorado Office of the State Auditor and is not intended to be a presentation in accordance with accounting principles generally accepted in the United States of America. The report will include a statement that the report is intended solely for the information and use of the Colorado Office of the State Auditor and is not intended to be and should not be used by anyone other than this specified party and may not be suitable for another purpose. There may be circumstances in which the report may differ from its expected form and content. If, for any reason, we are unable to complete the compilation, the Application for Exemption from Audit (if an audit is not required), we will not issue reports on budget, the Application for Exemption from Audit as a result of this engagement. No assurance statements The monthly/quarterly/as requested financial statements prepared for the authority will not be accompanied by a report. However, management agrees that each page of the financial statements will include a statement clearly indicating that no assurance is provided on them. As part of our preparation of financial statements each page of the financial statements and supplementary information will include the following statement: “No assurance is provided on these financial statements. Substantially all required disclosures, the government-wide financial statements, and the statement of revenues, expenditures, and changes in fund balances – governmental funds have been omitted if applicable, For best business type activities the Statement of Cash Flows has been omitted”. If an audit is required, the year-end financial statements prepared for use by the authority’s auditors will not be accompanied by a report. However, management agrees that each page of the year-end financial statements will include a statement clearly indicating that no assurance is provided on them. Management responsibilities The financial statement engagement to be performed is conducted on the basis that management acknowledges and understands that our role is to prepare financial statements in accordance with U.S. GAAP and assist management in the presentation of the financial statements in accordance with U.S. GAAP, except for the departures from U.S. GAAP identified above. The annual budget engagement to be performed is conducted on the basis that management acknowledges and understands that our role is to prepare the annual budget in accordance with the requirements prescribed by Colorado Revised Statutes C.R.S. 29.1.105 and assist management in the presentation of the annual budget in accordance with the requirements prescribed by Colorado Revised Statutes C.R.S. 29.1.105. The Application for Exemption from Audit engagement to be performed is conducted on the basis that management acknowledges and understands that our role is to prepare the Application for Exemption from Audit in accordance with the requirements prescribed by the Colorado Office of the State Auditor and assist management in the presentation of the Application for Exemption from Audit in accordance with the requirements prescribed by the Colorado Office of the State Auditor. We are required by professional standards to identify management’s responsibilities in this agreement. Professional standards define management as the persons with executive responsibility for the conduct of the authority’s operations and may include some or all of those charged with governance. Those standards require that you acknowledge and understand that management has the following overall responsibilities that are fundamental to our undertaking the engagement in accordance with SSARSs: CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member-firm-disclaimer for details.  a. The selection of the financial reporting framework to be applied in the preparation of the financial statements, the annual budget, and the Application for Exemption from Audit. b. The preparation and fair preparation of the financial statements in accordance with U.S. GAAP, except as identified as above, the preparation and fair presentation of the annual budget in accordance with the requirements prescribed by Colorado Revised Statutes C.R.S. 29.1.105, and the preparation and fair presentation of the Application for Exemption from Audit (if applicable) in accordance with the requirements prescribed by the Colorado Office of the State Auditor. c. The presentation of the supplementary information. d. The design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements, the annual budget, and the Application for Exemption from Audit (if applicable) that are free from material misstatement, whether due to fraud or error. e. The prevention and detection of fraud. f. To ensure that the entity complies with the laws and regulations applicable to its activities. g. The accuracy and completeness of the records, documents, explanations, and other information, including significant judgments, you provide to us for the engagement to prepare financial statements. h. To provide us with the following: i. Access to all information relevant to the preparation and fair presentation of the financial statements, and the annual budget, the Application for Exemption from Audit (if applicable) such as records, documentation, and other matters. ii. Additional information that may be requested for the purpose of the engagement. iii. Unrestricted access to persons within the entity with whom we determine it necessary to communicate. We understand that you are engaging us to make recommendations and perform services to help you meet your responsibilities relevant to the preparation and fair presentation of the financial statements, the annual budget, and the Application for Exemption from Audit (if applicable). For all accounting services we may provide to you, including the preparation of your financial statements, the annual budget, and the Application for Exemption from Audit (if applicable), management agrees to assume all management responsibilities; oversee the services by designating an individual (i.e., the Board Treasurer); evaluate the adequacy and results of the services; and accept responsibility for the results of the services. Fees, time estimates, and terms Our professional fees will be billed based on the time involved and the degree of responsibility and skills required. We will also bill for expenses (including internal and administrative charges) plus a technology and client support fee of five percent (5%) of all professional fees billed. Our invoices for these fees will be rendered each month as work progresses and are payable on presentation. In accordance with our firm policies, work may be suspended CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member-firm-disclaimer for details. if your account becomes 60 days or more overdue and will not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed even if we have not issued our report. You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket expenditures through the date of termination. The hour rates currently in effect for our services are as follows: Principal $300 - $425 Chief Financial Officer $200 - $385 Controller $180 - $250 Senior $140 - $180 Staff $ 80 - $150 Administrative support $ 80 - $120 Out-of-pocket expenses such as out-of-town travel, meals, and lodging will be billed at cost and are not included in the fees quoted above. We will also add a technology and client support fee of five percent (5%) of all professional fees billed. The fee estimates are based on anticipated cooperation from your personnel and their assistance with preparing requested schedules. If the requested items are not available on the dates required or are not accurate, the estimated fees will likely be higher. If unexpected circumstances require significant additional time, we will advise you before undertaking work that would require a substantial increase in the fee estimates. Use of financial statements, the annual budget, the Application for Exemption from Audit The financial statements, the annual budget, and the Application for Exemption from Audit (if applicable) are for management’s use. If you intend to reproduce and publish the financial statements, the annual budget, and the Application for Exemption from Audit (if applicable) and our report thereon, they must be reproduced in their entirety. Inclusion of the financial statements, the annual budget, and the Application for Exemption from Audit (if applicable) in a document, such as an annual report or an offering document, should be done only with our prior approval of the document. You are responsible to provide us the opportunity to review such documents before issuance. With regard to the electronic dissemination of financial statements, the annual budget, and the Application for Exemption from Audit (if applicable) that have been subjected to a compilation engagement, including financial statements, the annual budget, and the Application for Exemption from Audit (if applicable) published electronically on your website, you understand that electronic sites are a means to distribute information and, therefore, we are not required to read the information contained in those sites or to consider the consistency of other information in the electronic site with the original document. We may issue preliminary draft financial statements to you for your review. Any preliminary draft financial statements should not be relied on or distributed. Municipal advisors For the avoidance of doubt, the authority is not engaging CLA as a municipal advisor, and CLA is not a municipal advisor as defined in Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or under Section 158 of the Securities Exchange Act of 1934 (the “Act”). CLA is not recommending an action to you, is not acting as an advisor to you, and does not owe a fiduciary duty to you pursuant to Section 158 of the Act with respect to the information and material contained in the deliverables issued under this engagement. You should CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member-firm-disclaimer for details. discuss any information and material contained in the deliverables with any and all internal and external advisors that you deem appropriate before acting on this information or material. Additional provisions required by CRS 8-17.5-102(2)(a)(I) and (II) Unlawful employees, contractors, and subcontractors We shall not knowingly employ or contract with a worker without authorization to perform work under this contact. We shall not knowingly contract with a subcontractor that (a) knowingly employs or contracts with a worker without authorization to perform work under this contract or (b) fails to certify to us that the subcontractor will not knowingly employ or contract with a worker without authorization to perform work under this contact. [CRS 8-17.5-102(2)(a)(I) and (II)] Verification regarding workers without authorization We have verified or attempted to verify through participation in the E-Verify Program or the Department Program [as defined in CRS 8-17.5-101(3.3) and (3.7) of the state of Colorado that we do not employ and contract workers without authorization. Limitation regarding E-Verify Program and the Department Program We shall not use the E-Verify Program or the Department Program procedures to undertake pre-employment screening of job applicants while performing this contract. [CRS 8-17.5-102(2)(b)(II)] Duty to terminate a subcontractor and exceptions If we obtain actual knowledge that a subcontractor performing work under this contract knowingly employs or contracts with a worker without authorization, we shall, unless the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with a worker without authorization. (1) Notify the subcontractor and the authority within three days that we have actual knowledge that the subcontractor is employing or contracting with a worker without authorization; and (2) Terminate the subcontract with the subcontractor if, within three days of receiving notice that we have actual knowledge that the subcontractor is employing or contracting with a worker without authorization, the subcontractor does not stop employing or contracting with the worker without authorization. [CRS 8-17.5-102(2)(b)(A) and (B)] Duty to comply with state investigation We shall comply with any reasonable request of the Colorado Department of Labor and Employment made in the course of an investigation pursuant to CRS 8-17.5-102(5). [CRS 8-17.5-102(2)(b)(IV)] Agreement We appreciate the opportunity to provide the services described in this SOW related to the MSA. All terms and provisions of the MSA shall apply to these services. If you agree with the terms of this SOW, please sign below and return a signed copy to us by email or U.S. mail to indicate your acknowledgment and understanding of, and agreement with, this SOW. CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member-firm-disclaimer for details. Sincerely, CliftonLarsonAllen LLP Carrie Bartow, CPA Principal Carrie.Bartow@CLAconnect.com CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member-firm-disclaimer for details. APPROVED: ____________________________________________ Signature ____________________________________________ Title ____________________________________________ Date CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member-firm-disclaimer for details. Meeting Date: April 6, 2022 Agenda Item: A RESOLUTION OF THE URBAN RENEWAL AUTHORITY OF DACONO APPROVING AN AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE URBAN RENEWAL AUTHORITY OF DACONO AND GALLOWAY AND COMPANY, INC., FOR MARKET ANALYSIS AND MASTER PLAN DESIGN SERVICES Presenter: Jennifer Krieger, AICP, Executive Director Background: A professional services agreement between the Authority and Galloway was approved by the Authority by Resolution No. 21-05 on February 3, 2021. Galloway requests to amend the original agreement to permit the engagement by Galloway of a sub-consultant. This amendment does not change the contract amount.  URBAN RENEWAL AUTHORITY OF DACONO RESOLUTION NO. 22-05 A RESOLUTION OF THE URBAN RENEWAL AUTHORITY OF DACONO APPROVING AN AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE URBAN RENEWAL AUTHORITY OF DACONO AND GALLOWAY AND COMPANY, INC., FOR MARKET ANALYSIS AND MASTER PLAN DESIGN SERVICES WHEREAS, the Urban Renewal Authority of Dacono (the “Authority”) is a duly constituted urban renewal authority, established and operating pursuant to the provisions of C.R.S. § 31-25-101 et seq.; and WHEREAS, various urban renewal plans have been approved by the City Council of Dacono which the Authority is charged with implementing, and those plans each describe an urban renewal project for the elimination and prevention of blight that includes authorization for tax increment financing and retaining the incremental property tax revenues from other taxing entities levying a tax in the applicable plan area as a tool to fund public improvements to stimulate and leverage private development; and WHEREAS, the Authority is in need of professional market analysis and master plan design services to implement the goals of the urban renewal plans; and WHEREAS, Galloway and Company, Inc. (“Galloway”) has the expertise, experience and resources to provide the Authority the required services; and WHEREAS, a professional services agreement by and between the Authority and Galloway (the “Original Agreement”) was approved by the Authority by Resolution No. 21-05 on February 3, 2021; and WHEREAS, the Authority and Galloway desire to amend the Original Agreement to permit the engagement by Galloway of a certain subconsultant with respect to certain professional services described in the Original Agreement; and WHEREAS, as a result of negotiations with Galloway, an amendment to the Original Agreement (the “Amendment”) attached as Exhibit A and incorporated herein by reference, has been provided by Galloway for approval by the Authority; and WHEREAS the Authority is authorized in C.R.S. § 31-25-105(1)(b) to “make and execute all contracts and other instruments which it may deem necessary or convenient to the exercise of its powers.” NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DACONO, COLORADO: Section 1. The foregoing Recitals are incorporated herein by this reference. 23807906.2  Section 2. The proposed Amendment is hereby approved in essentially the same form as the copy of such Amendment attached hereto as Exhibit A. Section 2. The Chairperson is hereby authorized to execute the Amendment on the Authority’s behalf in substantially the same form as the copy attached hereto as Exhibit A, and is further authorized to negotiate and approve on behalf of the Authority such revisions to the Amendment as the Chairperson determines are necessary or desirable for the protection of the Authority, so long as the essential terms and conditions of the Amendment are not altered. INTRODUCED, READ, and ADOPTED this 6th day of April 2022. URBAN RENEWAL AUTHORITY OF DACONO ____________________________________ John Wargo, Chairperson ATTEST: ___________________________________ Jennifer Krieger, Executive Director 2 23807906.2  Exhibit A to Urban Renewal Authority of Dacono Resolution No. 22-05 Amendment to Professional Services Agreement [see attached] 23807906.2  6162 S. Willow Drive, Suite 320 Greenwood Village, CO 80111 303.770.8884 • GallowayUS.com January 18, 2022 Jennifer Krieger, Executive Director of Urban Renewal Authority Urban Renewal Authority of Dacono Community Development, Dacono City Hall 512 Cherry Street Dacono, CO 80514 RE: Church’s Landing Site – Sanchez Parcels Market Analysis, Due Diligence, Master Plan Design, and Opportunities and Constraints Map Dear Jennifer: Submitted herewith is our scope of services and fee estimate for an amendment to the above referenced project. This amendment is made in reference to the original contract dated January 28, 2021, and it is subject to the terms and conditions thereof. PROJECT DESCRIPTION This proposed contract amendment is prepared to allow Harvey Economics to operate as a subconsultant to Galloway on the project. We have listed these items below with an estimated fee to cover these additional services. Phase 200. Harvey Economics will join the site visit of the Church parcel and surrounding neighborhood. Harvey Economics will identify businesses, retail/commercial, and residential sectors, which are supportable from a market standpoint, while maintaining synergy with surrounding land uses. Harvey Economics will build off the I-25 Corridor Market Study as part of the market study for this property, while recognizing this unique neighborhood and access and surrounding land uses, including the residential sector. Harvey Economics will summarize these findings as part of a report which Galloway will prepare. Harvey Economics will also participate in a call to discuss findings with the City of Dacono representatives. Phase 300. Harvey Economics will provide input to early stages of the master planning effort by offering a market/economic perspective. FEE ESTIMATE Based upon the above described scope of services we estimate the following schedule of fees for our work. These fees do not include direct expenses, which are defined below and will be billed in addition to these fees. Harvey Economics will complete this work for a fixed fee of $7,580. Phase 200 will require $7,200. Phase 300 fees will be $380. AMENDMENT SUMMARY The current total contract amount for this project is $22,040. The amendment to the original contract allows Harvey Economics to do their work as a subconsultant to Galloway within the original budget amount outlined on the following page. City of Dacono Urban Renewal Authority Church’s Landing January 18, 2022 Project Budget: Description Estimated Fee Phase 200- Due Diligence, Economic/Market Review, and $9,640 Opportunities and Constraints Map Phase 300 – Master Planning Services $12,400 ESTIMATED FEE TOTAL $22,040 INVOICING Galloway invoices on a fixed fee and/or time and material (T&M) basis. Fixed fee scope items are invoiced on a percent-complete basis, while T&M items are invoiced pursuant to the Schedule of Rates in effect at the time services are rendered and expenses incurred. A copy of the current Schedule of Rates is attached herein as Exhibit B. Changes to the Scope of Services and compensation shall be identified in a Service Authorization amendment and commenced only upon the Client’s execution of the Service Authorization. T&M fees presented herein are estimates and should not be construed as not-to-exceed amounts. Reimbursable expenses shall be invoiced at 1.10 times the direct out-of- pocket expense. These reimbursable expenses include, but are not limited to, permit fees, review and recording fees, reasonable travel costs, communication costs, equipment and facility rentals, subconsultant fees, reproduction costs, and courier and shipping fees. Invoicing is performed monthly with payment due net 30 days from the date of invoice. Amounts unpaid 30 days after the invoice date shall include a service charge of 1.5% per month. Collection charges, including attorney’s fees and court costs are payable by Client in the event of late payment. Final payment is required prior to the release of any signed and stamped drawings, reports, or other Instruments of Service, as defined herein under Exhibit C, Contractual Conditions. It should be noted that the fee estimate is based upon Galloway’s understanding of the project scope at the time that the estimate is provided. The fee estimate is also based upon a standard performance schedule for services. Compressed schedules will increase the fee estimate. Unforeseen conditions or necessary revisions may require Galloway to submit a Scope of Services amendment and obtain approval from Client prior to proceeding with the modified scope. Galloway’s Schedule of Rates is subject to change. Galloway is hereby authorized by Client to proceed with the above referenced Scope of Services as set forth in this Agreement between Galloway and Client. ACCEPTED BY Galloway & Company, Inc. Urban Renewal Authority of Dacono Signature: Signature: Print Name: Print Name: Date: Date: Title: Title: Galloway & Company, Inc. Page 2 of 2 Meeting Date: April 6, 2022 Agenda Item: I-25 Corridor Study Presenter: Jennifer Krieger, AICP, Executive Director Phil Stuepfert, HR Green Heather Vidlock, Galloway Background: At the November 2021 URAD meeting, Authority members reviewed and commented on several future land use concepts along the I-25 corridor. Authority members were asked to provide additional feedback on the various concepts by December 2021. Phil Sutepfert, HR Green, is presenting a revised land use concept based on feedback received.