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HomeMy WebLinkAboutPSA Amenment Tara Dunford CPATara Dunford, CPA Certified Public Accountant ta rad unfordcpa @yahoo.com (2s31273-4379 December t4,2022 Brian Carlson Kittitas County 205 W sth Ave, Suite 105 Ellensburg, WA 98826 Dear Brian, Thankyouforrequestingmyassistancewithyouraccountingneeds. Thepurposeofthisletteristooutlinetheservicestobe 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 31,2022, 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 preparation 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 Professionol 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. ln 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 material 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: 7. 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 offraud. 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 lnformation 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 S175/hour, not to exceed 350 hours or 563,000. There shall be an additional flat fee of 5200 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. lf significant additional time is necessary, I will discuss it with you and arrive at a new fee estimate before additional costs are incurred. lnvoices for thesefeeswill berenderedeachmonthasworkprogressesandarepayablewithin30days. Thetermofthisagreementshall beJanuary 7,2023 through December 3I,2023. I appreciate the opportunity to be of service to you and believe this letter accurately summarizes the significant terms of the engagement. lf you have any questions, please let me know. lf 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 Cou Brian Carlson, Budget and Finance Director Date ; Kittitas County, Washington Agreement for Professional Services THIS AGREEMENT between the KITTITAS COUNW, WASHTNGTON, ("County")and Tara Dunford, CPA ("Consultant") is effective on the 7th day of June,2O22. All work under this agreement shall be referred to by the following Project: 2021 Financial Statements Preparation Project No: nla 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 !.7 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. lnsurance 5.1 ln accordance with the provision contained in the General Conditions (Appendix C), County requires Consultant to carry Professional Liability insurance of not less than SlMM per occurrence, 52MM aggregate. ARTICLE 6. Appendices 6.1The following appendices are attached to this agreement and incorporated herein Appendix A: Appendix B: Appendix C: Appendix D: Scope of Work Basis of Compensation General Conditions Engagement Letter lN WITNESS WHEREOF, the parties to this presence have executed this nterparts, each of which shall be deemed an orlginal, in the of in two (2) mentioned above. ot rd of Kittitas Cornmissioners r t7123 Print Name, Title Contractor Address, Phone, Email: 3- {ft fittitas County Auditor 205 W. 5t Ave, Suite 105 fllens\prg, WA 98926 0 a**ow (rtlxY p+t* .,.'u')']) :)) - \) .." .'t ai'","' tlllll/itl/ Appendix A: Scope of Work Provide professional support to Finance Director, including: o DraftinB of 2O2I Financial Statements o Reconciling Treasury Department Cash o Preparation of recommended journal entries for above tasks o Review of current procedures and documentation and assistance in drafting of revisions o Other tasks as authorized by Finance Director or County Auditor Period of Performance lnitialterm of this contract is June 14,2022 through December 3I,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 5165 per hour, not to exceed 360 hours (559,400 equivalent) through 2022 without prior written approval by County. Appendix C: General Conditions l. lnformation 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. lf, 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. ll. lndemnification 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. lf 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. ln this provision, "Consultant" and "County" include the employees, agents, and contractors who are directly responsible, respectively, to each. ln 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. lV. lnsurance All of the insurance coverages listed in Article 5 shall be purchased bythe 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 forthe 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 ownerand the Consultant. lnsurance 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. lV. 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 payforcharges 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. ln 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. lf 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. Vl. 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. Vll. 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). lf 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. lf 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. ln 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. lf 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. Vlll. lndependent 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. lX. 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 bythe 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. lf 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. Xl. Claims and Disputes: lf 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. lf 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. ln 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 thisAgreement shallbe 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. ln 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. lf 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 expirationofthethirty(30)days. Failuretofurnishsuchadditionalinformationconstitutesawaiver 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. Xll. 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 willexecute 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. Xlll. 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. Appendix D: Engagement Letter ta rad unfordcpa @yahoo.com Tara Dunford, CPA Certified Public Accountant (2s31273-437s 6/2/2022 Brian Carlson Kittitas County 205 W 5th Ave, Suite 105 Ellensburg, WA 98826 Dear Brian, Thankyouforrequestingmyassistancewithyouraccountingneeds. Thepurposeofthisletteristooutlinetheservicestobe 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 37,202I, 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 preparation 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. ln 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 material 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: L 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 offraud. 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 lnformation 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 5165/hour, not to exceed 360 hours or 559,400. There shall be an additional flat fee of 5200 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. lf significant additional time is necessary, I will discuss it with you and arrive at a new fee estimate before additional costs are incurred. lnvoices 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. lf you have any questions, please let me know. lf 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 Acknowledsed: Kittitas County A c Brian Carlson, Budget and Finance Director Date a