Contract - 01-31-2017 - 8536 - Amendment No. 3 to Personal Services Agreement - Professional Accounting Services - TDJ, Inc.AS -8535
BOCC Agenda
Meeting Date: 01/31/2017
Motion Items 4.
Amendment No. 3 to Personal Services Agreement - Professional Accounting Services - TDJ, Inc.
Submitted For: Amy Filippello, Auditor
Department: Auditor
Subject and Summary Statement
Submitted By: Amy Filippello, Auditor
Information
Attached is Amendment No. 3 to the Personal Services Agreement between the Cowlitz County Auditor
and Teresa D. Johnson, CPA, Inc. (TDJ, Inc.), executed by the BOCC on December 22, 2015. Previous
amendments include Amendment No. 1 executed by the BOCC on July 5, 2016, and Amendment No. 2
executed by the BOCC on October 4, 2016.
Amendment No. 3 extends the term of the original agreement to December 31, 2017, and authorizes 138
hours of professional accounting services in 2017 for an amount not to exceed $17,940.00. Work in 2017
will consist of technical assistance during preparation of the 2016 financial statements and SAO
submission, assistance with schedules and journal entries related to the 2016 financial statements, and a
governmental GAAP checklist.
Will Staff Attend Y / N
No
Department Recommendation
It is the recommendation of the Cowlitz County Auditor that the Board move to approve Amendment No.
3 to the Personal Services Agreement between Cowlitz County and TDJ, Inc., extending the term of the
contract to December 31, 2017 and authorizing 138 hours of service in 2017 for an amount not to exceed
17,940.00.
Fiscal Impact
Expenditure Required $: 17940
Budget Sufficient Y -N: Y
Amendment Required Y -N: N
Source of Funds - Fund /Dept.: 00199/055100
Grant Y -N: 11
Attachments
Amendment 3 and Engagement Letter
Original Contract and Prior Amendments
Form Review
Inbox Reviewed By Date
Kris Swanson Kristina Swanson 01/25/2017 11:49 AM
Clerk of the Board Tiffany Ostreim 01/25/2017 04:01 PM
Form Started By: Amy Filippello Started On: 01/25/2017 11:10 AM
AMENDMENT No. 3 to the
PERSONAL SERVICES AGREEMENT
Between Cowlitz County and TDJ, Inc.
THIS AMENDMENT No. 3 is entered into, by and between COWLITZ COUNTY (County) and TDJ, INC.
Consultant) for the purpose of modifying the original Agreement of December 22, 2015, Amendment No. 1
dated July 5, 2016, and Amendment No. 2 dated October 4, 2016. This third amendment modifies the
original Agreement only as set forth expressly below. ALL OTHER TERMS AND CONDITIONS of the original
Agreement and any other amendments remain in full force and effect.
The modifications to the Agreement are as follows:
TERM OF AGREEMENT
The term of this agreement shall be extended for one (1) year and shall terminate on the 3151 day of
December, 2017, unless otherwise agreed upon.
COMPENSATION
The compensation for additional hours for services performed in 2017 is as follows:
Compensation for Original Agreement $30,000
Compensation for Amendment No. 1 $11,250
Compensation for Amendment No. 2 $ 7,750
Compensation for Amendment No. 3 (2017 Services -138 Hours) $17,940
Total project cost through Amendment No. 3 $66,940
In no event shall the CONSULTANT be compensated in excess of sixty six thousand nine hundred
forty dollars ($66,940.00) for work associated with the contract through Amendment 3.
Both the COUNTY and the CONSULTANT agree that Amendment No. 3 is required to complete the purposes
and intent of the original Agreement, and is entered into for good and valuable consideration. Amendment
No. 3 shall be effective January 1, 2017.
Executed this _ day of .2017
TDJ, Inc.
Consultant
Teresa D. Johnson, CPA
Consultant's Mailing Address:
6012 NW 169th Street
Ridgefield, WA 98642
Phone: 360 - 904 -0972
Executed this -) ! day of-. c -, , 2017.
BOARD OF COUNTY COMMISSIONERS
OF COWLITZ COUNTY, WASHINGTON
Joe Gardner, Chairman
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Dennis P. Weber, Commissioner
Arne Mortensen, Commissioner
ATTEST:
Clerk of the Board
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Teresa D. Johnson CPA, Inc.
03
December 8, 2016
Kris Swanson, County Auditor
Cowlitz County Auditor's Office
207 Fourth Ave North
Kelso, WA 98626
Dear Kris:
It is our pleasure to provide Cowlitz County with the professional services described below. This
engagement letter confirms our understanding of the terms and objectives of our engagement and
the nature and limitations of the services we will provide. The engagement between you and my firm
will be governed by the terms of this letter.
Engagement Objectives and Scope
1. We will provide you with technical assistance as you prepare the 2016 financial statements and
SAO submission. We will be available on an "on- call" basis to answer staff questions during this
process.
2. We will assist with schedules and journal entries related to the 2016 financial statements if
necessary.
3. We will complete a governmental GAAP checklist to ensure that the financial statements are
presented in accordance with GAAP (technical review).
You agree that your management and employees are responsible for the proper recording of
transactions in the records, the safekeeping of assets, and the accuracy of the financial statements.
In addition, we have no responsibility to identify and communicate deficiencies or material
weaknesses in your internal control as part of this engagement.
We will perform the consulting services in accordance with the Statement on Standards for Consulting
Services and applicable professional standards promulgated by the American Institute of Certified
Public Accountants.
The performance of "other accounting services" is deemed to be "nonattest services" in our
professional standards.
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Management Functions
As a condition to our performing the services described above, you agree to:
make all management decisions and perform all management functions, including determining
account codings and approving all proposed journal entries;
evaluate the adequacy and results of the services performed;
accept responsibility for the results of the services, including decisions regarding the
implementation of any recommendations provided by us; and
establish and maintain internal controls as well as monitor ongoing activities.
You agree that your management and employees are responsible for the accuracy and reliability of
information provided to us, the proper recording of transactions in the records, the safekeeping of
assets, and the accuracy of the financial statements. We have no responsibility to identify and
communicate deficiencies or material weaknesses in your internal controls as part of this
engagement.
Timino of Enoaoement
We expect to begin services on or about January 1, 2017 and will by October 1, 2017. We will also
provide assistance during the audit, if necessary. We will work with you to coordinate completion of
these services, realizing that such delays will also delay completion of our work and the delivery of
our work product.
Fees and Billinos
Our fees for the services outlined above will be billed monthly at the standard billing rate of $130
per hour, plus out -of- pocket expenses, not to exceed $17,940 or 138 hours. Additionally, this fee
is dependent on the timely delivery, availability, quality and completeness of the information you
provide to us.
Electronic Data Communication and Storaqe and Use of Third Partv Service Provider
In the interest of facilitating our services to your company, we may communicate by facsimile
transmission, send data over the Internet, store electronic data via computer software applications
hosted remotely on the Internet, or allow access to data through third -party vendors' secured
portals or clouds. Electronic data that is confidential to your company may be transmitted or stored
using these methods. We may use third -party service providers to store or transmit this data. In
using these data communication and storage methods, our firm employs measures designed to
maintain data security. We use reasonable efforts to keep such communications and data access
secure in accordance with our obligations under applicable laws and professional standards. We
also require all of our third -party vendors to do the same.
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360.904.0972
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You recognize and accept that we have no control over the unauthorized interception or breach of
any communications or data once it has been sent or has been subject to unauthorized access,
notwithstanding all reasonable security measures employed by us or our third -party vendors. You
consent to our use of these electronic devices and applications and submission of confidential client
information to third -party service providers during this engagement.
Termination and Other Terms
Any claim arising out of this Agreement shall be commenced within one year of the delivery of the
work product to the client.
You may request that we perform additional services not contemplated by this engagement letter. If
this occurs, we will communicate with you regarding the scope and estimated cost of these additional
services. Engagements for additional services may necessitate that we amend this letter or issue a
separate engagement letter to reflect the obligations of both parties. In the absence of any other
written communications from us documenting additional services, our services will be limited to and
governed by the terms of this engagement letter.
At the completion of our engagement, the original source documents will be returned to you.
Workpapers and other documents created by us are our property. Such original workpapers will
remain in our control, and copies are not to be distributed without our prior written consent.
We are not an insurer or guarantor of the accuracy of the financial statements, which are your
representations. This engagement does not include any procedures designed to discover errors,
misrepresentations, fraud, illegal acts, or theft and you agree that we have no responsibility to do so.
However, we will inform the appropriate level of management of any material errors that come to our
attention and any fraud or illegal acts that come to our attention, unless they are clearly
inconsequential.
We appreciate the opportunity to be of service to the Cowlitz County. Please date and sign the
enclosed copy of this engagement letter and return it to us to acknowledge your agreement with its
terms. It is our policy to initiate services only after we receive the signed copy of this engagement
letter from you.
Very truly yours,
Teresa D. Johnson
Accepted by:
Kris Swanson, County Auditor
Date: ZO 17
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