HomeMy WebLinkAboutPSA Tara Dunford CPAKittitas County, Washington
Agreement for Professional Services
THIS AGREEMENT between the KITTITAS COUNTY, WASHINGTON, (“County”) and
Tara Dunford, CPA (“Consultant”) is effective on the 7th day of June, 2022.
All work under this agreement shall be referred to by the following:
Project: 2021 Financial Statements Preparation
Project No: n/a
Contract No.: pending
Cost Code: 001.110254101
Consultant’s project manager under this agreement is Tara Dunford. Consultant’s project manager may not be
changed without the written consent of the County.
County’s project manager is Brian Carlson, Finance Director.
ARTICLE 1. Scope of Work
1.1 The scope of work to be performed hereunder is more completely described in
Appendix A which is incorporated herein by reference.
ARTICLE 2. Compensation
2.1 Compensation shall be paid in accordance with the Basis of Compensation Schedule attached hereto as
Appendix B and incorporated herein by reference.
ARTICLE 3. Period of Performance
3.1 The Consultant agrees to commence work under this agreement only as authorized by and in accordance
with written notice to proceed and to complete the work in accordance with the Scope of Work (Appendix A).
ARTICLE 4. Subconsultants
4.1 The Consultant shall be responsible for the performance of all services required under this agreement,
unless prior written authorization for use of subconsultants is obtained from County.
ARTICLE 5. Insurance
5.1 In accordance with the provision contained in the General Conditions (Appendix C), County requires
Consultant to carry Professional Liability insurance of not less than $1MM per occurrence, $2MM aggregate.
ARTICLE 6. Appendices
6.1 The following appendices are attached to this agreement and incorporated herein:
Appendix A: Scope of Work
Appendix B: Basis of Compensation
Appendix C: General Conditions
Appendix D: Engagement Letter
Appendix A: Scope of Work
Provide professional support to Finance Director, including:
• Drafting of 2021 Financial Statements
• Reconciling Treasury Department Cash
• Preparation of recommended journal entries for above tasks
• Review of current procedures and documentation and assistance in drafting of revisions
• Other tasks as authorized by Finance Director or County Auditor
Period of Performance
Initial term of this contract is June 14, 2022 through December 31, 2022.
Contract may be extended annually with revised terms via signed amendment by both parties.
Appendix B: Basis of Compensation
Payment shall be made monthly upon County approval of invoices submitted by Contractor. Services may be
billed in half-hour increments at a rate of $165 per hour, not to exceed 360 hours ($59,400 equivalent) through
2022 without prior written approval by County.
Appendix C: General Conditions
I. Information and Services from Others:
Provisions of information, data, budget, standards, and other materials by the County does not warrant their
accuracy or quality nor provide approval of omissions or oversights or of any non-compliance with applicable
regulation.
The County may, at its election, or in response to a request from the Consultant, furnish information or services
from other Consultants. If, in the Consultant’s opinion, such information or services are inadequate, the
Consultant must notify the County of the specific service or material deemed inadequate and the extent of the
inadequacy prior to use in the performance of this Agreement. Unless so notified by the Consultant, the County
may assume the information or services provided are adequate.
II. Indemnification
To the Fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless the County from
and against any claim of, or damages, losses, expenses and liability (including but not limited to fees and charges
of engineers, architects, attorneys, and other professionals, and court, mediation and/or arbitration costs) for
negligent acts, errors, and omissions of the Consultant, Subconsultant, persons or organizations directly or
indirectly employed or engaged by Consultant or Subconsultant under this Agreement. The Consultant is not
required to indemnify, defend, or hold harmless the County for a claim of, or liability for the independent
negligent acts, errors, and omissions of the County. If there is a claim of, or liability for a joint negligent act,
error, or omission of the Consultant and the County, the indemnification, defense, and hold harmless obligation
of this provision shall be apportioned on a comparative fault basis. In this provision, “Consultant” and “County”
include the employees, agents, and contractors who are directly responsible, respectively, to each. In this
provision, “independent negligent acts, errors, and omissions” means negligence other than in the County’s
selection, administration, monitoring, or controlling of the Consultant, or in approving or accepting the
Consultant’s work.
IV. Insurance
All of the insurance coverages listed in Article 5 shall be purchased by the Consultant. The County shall be made
an additional insured on the Consultants Commercial General Liability policy in connection with the activities
related to this contract. The Consultant shall purchase and maintain the Article 5 insurance coverages with limits
not less than those specified for the duration of the Agreement. The professional liability insurance shall be
maintained in force for one year following the date of final payment for the work performed herein. The amount
of the contract may be renegotiated if the insurance premiums for the following year are raised over those in
force when the contract was let. Should the professional
liability insurance become unavailable during the one year period following the date of final payment, the
insurance coverage may be renegotiated between the owner and the Consultant. Insurance coverage shall
provide for negligent acts, errors or omissions which the Consultant, employees of the Consultant or
Subconsultant may make which produce loss or liability to the Owner and for the protection against loss which
results from reliance on the Consultant’s products, reports or a combination thereof. Failure to comply with the
provision for maintaining the insurance in effect for one year following the date of final payment may be cause
for the Owner to refrain from dealing with the Consultant in the future.
IV. Payments:
The County shall pay to the Consultant the amount of any changes in the cost of insurance that are attributable
to the Scope of Work created by change orders. Payments shall be made in accordance with Appendix B.
Consultant shall submit progress invoices to County in duplicate showing the itemized services performed during
the invoice period and the charges therefore. All progress invoices shall be prepared as a percentage of the work
is completed except contracts performed on “time and expenses” basis which invoiced amounts shall not
exceed the actual charges to the invoice date.
Under no circumstances will County pay for charges in excess of any lump-sum or not-to-exceed contract
amount incurred prior to written authorization by County for an increase in the contract amount. Written
request for an increase in the contract amount shall be given to County with sufficient notice to allow County to
issue formal approval prior to the incurring of excess charges without delay to the work.
The sum of payments shall not exceed the allowable compensation stated in this Agreement. In the event items
on an invoice are disputed, payment on those items will be withheld until the dispute is resolved.
The Consultant shall submit a final invoice and required documentation for services authorized by each Notice
to Proceed within Ninety (90) days after final acceptance by the County. The County will not be held liable for
payment of invoices submitted after this time unless prior written approval has been given.
V. Changes
Changes in the scope of work or of services may only be made by written amendment signed by both County
and Consultant. If at any time the County through its authorized representatives, either orally or in writing,
requests or issues instructions for extra services or otherwise directs actions which conflict with any provisions
of this Agreement, the Consultant shall, within ten (10) days of receipt and prior to pursuing such instructions,
notify the County in writing, and to the extent possible, describe the scope and estimated cost of any extra
services. Unless so notified by the Consultant, the County may assume such instructions have not changed any
provisions of this Agreement nor require additional compensation. No additional payments shall be made to the
Consultant without such notice.
VI. Audits and Records:
The Consultant shall maintain records of all performances, communications, documents, and correspondence
pertinent to this Agreement, and the County of its authorized representatives shall have the right to examine
such records and accounting procedures and practices.
The materials described in the Article shall be made available at the business office of the Consultant, at all
reasonable times, for inspection, audit or reproduction by County or any funding agency, for a minimum of three
years from the date (a) of final payment under this Agreement (b) final payment upon claims or disputes, and for
such longer period, if any, as may be required by applicable statute or other provisions of this Agreement.
VII. Termination or Suspension:
This Agreement may be terminated by either party upon ten (10) day’s written notice if the other party fails
substantially to perform in accordance with its terms through no fault of the party initiating the termination
(default termination). If the County terminates this Agreement, the County will pay the Consultant a sum equal
to the percentage of work completed that can be substantiated by the Consultant and the County. If the County
becomes aware of any fault or defect in the work of the Consultant or nonconformance with this Agreement,
the County will give prompt written notice thereof to the consultant. Should the Consultant’s services remain in
nonconformance with this Agreement, the percentage of total compensation attributable to the nonconforming
work may be withheld.
The County at any time may terminate (convenience termination) or suspend this Agreement for its own needs
or convenience. In the event of a convenience termination or suspension for more than three months, the
Consultant will be compensated for authorized services and authorized expenditures performed to the date of
receipt of written notice of termination plus reasonable termination expenses. NO fee or other compensation
for the uncompleted portion of the services will be paid, except for already incurred indirect costs which the
Consultant can establish and which would have been compensated for over the life of this Agreement, but
because of the convenience termination would have to be absorbed by the Consultant without further
compensation. If state or federal funds support this Agreement, settlement in the event of default or
convenience termination must be approved by the County and any appropriate state or federal agency.
VIII. Independent Consultant
Except in those instances specifically provided for herein, the Consultant and any of its agents and employees
shall act in an independent capacity and not as agents of the County in the performance of the Agreement.
IX. Ownership of Work Products:
Work products produced under this Agreement, except items which have preexisting copyrights, are the
property of the County. Payments to the Consultant for services hereunder includes full compensation for all
work products, field notes, interim work, reports, and other materials produced by the Consultant and its
Subconsultants pertaining to this Agreement. Any re-use the County might make of these work products shall be
at the County’s own risk and the Consultant shall not incur any liability for the County’s re-use of the work
products on any project for which they were not intended.
X. Subconsultants. Successors and Assigns:
The County must concur in the selection of all Subconsultants for professional services to be engaged in
performance of this Agreement. As soon as practicable after the award of the contract, the Consultant shall
furnish to the County in writing the names of the proposed Subconsultants for each of the principal portions of
the work. The County shall promptly notify the Consultant if it has reasonable objection to any of the proposed
Subconsultants. Failure of the County to give prompt notification shall constitute
notice of no reasonable objection. The Consultant shall not contract with any Subconsultant to whom the
County has made reasonable objection. If this Agreement includes named firms or individuals, then such firms or
individuals shall be employed for the designated services, unless the Agreement is changed by amendment.
The Consultant shall not assign, sublet or transfer any interest in this Agreement without the prior written
consent of the County. The Consultant binds itself, its partners, its Subconsultants, assigns and legal
representatives to this Agreement and to the successors, assigns and legal representatives of the
County with respect to all covenants of this Agreement.
XI. Claims and Disputes:
If the Consultant becomes aware, or reasonably should have become aware of any act or occurrence which may
form the basis of a claim, the consultant shall immediately inform the County’s Project Manager. If the matter
cannot be resolved within seven (7) days, the Consultant shall within the next fourteen (14) days submit written
notice of the facts which may form the basis of the claim.
In addition, all claims by the Consultant for additional compensation or an extension of the time for
performance of any dispute regarding a question of fact or interpretation of this Agreement shall be presented
in writing by the Consultant to the County’s Project Manager within the next sixty (60) days unless the Project
Manager agrees in writing to an extension of time for good cause shown. Good cause shown includes time for
the Consultant to prepare the claim, and the County’s Project Manager will grant an extension of not more than
sixty (60) days for preparation of the claim. The Consultant agrees that unless these written notices are
provided, the Consultant shall not be entitled to additional time or compensation for such act, event or
condition. The Consultant shall in any case continue diligent performance under this Agreement. The Consultant
shall in any case continue to expeditiously accomplish disputed services pending future resolution of the
Consultant’s claim unless notified by the County to stop work on the disputed matter.
In presenting any claim, the Consultant shall specifically include, to the extent then possible, the following:
The provisions of this Agreement that apply to the claim and under which it is made.
The specific relief requested including any additional compensation claimed and the basis upon which it
was calculated and/or the additional time requested and the basis upon which it was calculated.
The claim will be acknowledged in writing by the County’s Project Manager. If the claim is not disposed
of within sixty (60) days of acknowledgement, provided additional time is not granted in writing by the
County’s Contract Officer, the claim will be decided by the County’s Contract Officer. The Contract
Officer reserves the right to make a written request to the Consultant at any time for additional
information that the Consultant may possess to support the claims(s). The Consultant agrees to provide
the County such additional information within thirty (30) days of receipt for such a request. The County’s
Contract Officer will allow a reasonable time extension for good cause if presented in writing prior to the
expiration of the thirty (30) days. Failure to furnish such additional information constitutes a waiver
of claim.
The Consultant will be furnished a written, signed copy of the Contract Officer’s decision within ninety
(90) days of receipt of all necessary information from the Contractor upon which to base the decision.
The Contract Officer’s decision is final and conclusive unless, within thirty (30) days of receipt of the
decision, the Consultant delivers a notice of appeal to the County Auditor. The notice of appeal shall
include specific exceptions to the County’s decision including specific provision of this Agreement which
the Consultant intends to rely upon on appeal. General assertions that the County’s decision is contrary
to law or to fact are not sufficient. The decision of the County Auditor will be rendered within 120 days
of notice of appeal and the decision constitutes the exhaustion of contractual and
administrative remedies.
XII. Extent of Agreement:
This Agreement, including appendices, represents the entire and integrated Agreement between the County and
the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral.
Nothing contained herein may be deemed to create any contractual relationship between the County and any
Subconsultants or material suppliers; nor may anything contained herein be deemed to give any third party a
claim or right of action against the County or the Consultant that does not otherwise exist without regard to this
Agreement. This Agreement may be changed only by written amendment executed by both the County and the
Consultant. All communications that affect this Agreement must be made or confirmed in writing.
The Consultant receiving final payment will execute a release, if required, relinquishing in full all claims against
the County arising out of or by reason of the services and work products furnished under this Agreement. The
Consultant shall pay all federal, state and local taxes incurred by the Consultant and shall require payment of
such taxes by any Subconsultant or any other persons in the performance of this Agreement.
XIII. Governing Laws
This agreement is governed by the laws of the State of Washington and such federal and local laws and
ordinances as are applicable to work performed. Any litigation arising out of the terms of this Agreement shall
be brought in the Judicial District, Superior or District Court in Kittitas County, WA.
Tara Dunford, CPA
Certified Public Accountant
taradunfordcpa@yahoo.com (253) 273-4379
6/2/2022
Brian Carlson
Kittitas County
205 W 5th Ave, Suite 105
Ellensburg, WA 98826
Dear Brian,
Thank you for requesting my assistance with your accounting needs. The purpose of this letter is to outline the services to be
provided and give you an estimate of the time it will take.
You have requested that I assist with preparation of the financial statements for Kittitas County, which comprise the balance
sheet as of December 31, 2021, and the related statements of income and cash flows for the year then ended and the related
notes to the financial statements; and that I provide other technical accounting assistance as requested.
My Responsibilities
The objective of the engagement is to apply accounting and financial reporting expertise to assist you in the pre paration of
financial statements in accordance with accounting principles generally accepted in the United States of America based on
information provided by you.
I will conduct the engagement in accordance with Statements on Standards for Accounting and Review Services promulgated
by the Accounting and Review Services Committee of the AICPA and comply with the AICPA’s Code of Professional Conduct,
including the ethical principles of integrity, objectivity, professional competence and due care.
I am not required to, and will not, verify the accuracy or completeness of the information you provide for the engagement or
otherwise gather evidence for the purpose of expressing an opinion or a conclusion. Accordingly, I will not express an opinion
or a conclusion nor provide any assurance on the financial statements.
The engagement cannot be relied upon to identify or disclose any financial statement misstatements, including those caused
by fraud or error, or to identify or disclose any wrongdoing within the county or noncompliance with laws or regulations.
However, I will inform you of any material errors or evidence of fraud that come to my attention during the financial statement
preparation process. In addition, I will inform you of any evidence or information that comes to my attention during the
preparation process regarding any wrongdoing within the county or noncompliance with laws and regulations that may have
occurred, unless they are clearly inconsequential. I have no responsibility to identify and communicate deficiencies or mate rial
weakness in your internal control as part of this engagement.
Your Responsibilities
The engagement to be performed is conducted on the basis that you acknowledge and understand that my responsibility is to
assist you in the preparation of the financial statements in accordance with accounting principles generally accepted in the
United States of America. You have the following overall responsibilities that are fundamental to my undertaking the
engagement in accordance with Statements on Standards for Accounting and Review Services:
Appendix D: Engagement Letter
1. The selection of accounting principles generally accepted in the United States of America as the financial reporting
framework to be applied in the preparation of the financial statements.
2. The prevention and detection of fraud.
3. To ensure that the county complies with the laws and regulations applicable to its activities.
4. The accuracy and completeness of the records, documents, explanations, and other information, including significant
judgements, you provide to me for the engagement.
5. To provide me with –
a. Documentation and other related information that is relevant to the preparation and presentation of the
financial statements.
b. Additional information that I may request for the purpose of preparing the financial statements.
The financial statements will not be accompanied by a report. However, you agree that the financial statements will clearly
indicate that no assurance is provided on them.
Other Relevant Information
I am solely responsible for performing the engagement. Work will be performed primarily from my home office, with visits to
your office as needed. Fees for these services will be based on the actual time spent at an hourly rate of $1 65/hour, not to
exceed 360 hours or $59,400. There shall be an additional flat fee of $200 per day for any required on-site work. I will not bill
you for any additional travel or incidental costs. The fee estimate is based on anticipated cooperation from your personnel and
the assumption that unexpected circumstances will not be encountered during the work performed. If significant additional
time is necessary, I will discuss it with you and arrive at a new fee estimate before additional costs are incurred. Invoices for
these fees will be rendered each month as work progresses and are payable within 30 days.
I appreciate the opportunity to be of service to you and believe this letter accurately summarizes the significant terms of the
engagement. If you have any questions, please let me know. If you acknowledge and agree with the terms of the engagement
as described in this letter, please sign and attach it as an addendum to the contract covering this engagement.
Sincerely,
Tara Dunford
Tara Dunford, CPA
Acknowledged:
Kittitas County
Brian Carlson, Budget and Finance Director Date