HomeMy WebLinkAboutComplete_with_DocuSign_City_of_Bozeman_2023_ (1)October 16, 2023
Aaron Funk
City of Bozeman
P.O. Box 1230
Bozeman, MT 59771-1230
1019 E Main Street, Suite 201
Bozeman, MT 59715
(406)556-6160
Dear Mr. Funk:
This Agreement formalizes KCoe Isom, LLP’s (hereinafter “KCoe Isom,” “us,” “we,” “our”)
engagement with The City of Bozeman (hereinafter ”you,” “your”) as we focus on delivering
service to you. This Agreement confirms that we have agreed up front on the specific services we
will provide and their worth to you—we believe that this helps position us both for success and
provides the clarity you deserve.
We have discussed your goals, needs, and wants with you to come to this Agreement. We intend
to continue to engage in quality discussions with you throughout your service period to stay on
track with your changing needs or shifting goals. Any modifications to our services based on these
discussions will be confirmed in writing via an amendment to this Agreement. This agreement will
cover services provided between (01/01/2023 through 12/31/2023).
Professional Services
KCoe Isom, LLP will perform the following services for the period listed above:
June 30, 2022 Building Codes agreed-upon procedures
We reserve the right to bill at our hourly rate for work performed by us that is outside the scope
of this Agreement.
Unlimited Access
KCoe Isom provides unlimited access to the intellectual capital of our firm. This access enables
you to regularly exchange ideas—by phone, email or in meetings—related to the services you
selected, as well as receive initial consultations regarding issues or concerns that arise in the
future, all at no additional cost to you. If work outside of that initial discussion (“homework” or
“follow-on work”) is merited and desired by you, we will discuss it as a new project, before the
work is performed.
Payment Terms
This documents our understanding that you agree to pay KCoe Isom the following amounts on
the following dates:
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Aaron Funk
City of Bozeman
10/16/2023
Page 2
Agreed Payments and Timing
The fee was included in the 6/30/2022 financial statement audit fee and contract. There is no
separate fee for the agreed-upon procedures engagement.
Your payment timing and terms are part of the flexibility we offer. This payment schedule has
been agreed in advance so that you may budget and we can both plan for the timing of the work.
The payment timing above may be roughly correlated to heavier work periods, but payment
timing is not shifted if work is delayed at your request.
The outstanding balance of amounts billed as payable within thirty (30) days from the date of
each bill. KCoe Isom reserves the right to halt work when balances remain unpaid for sixty (60)
days. Any balances remaining unpaid after thirty (30) days will be assessed a 1-1/2% finance
charge per month until paid in full. If a bill remains unpaid for a period of more than ninety (90)
days, KCoe Isom reserves the right to terminate services and will seek to collect the outstanding
amounts as permitted by law. If our work is suspended or terminated, you agree that we will not
be responsible for your failure to meet governmental and other deadlines, for any penalties or
interest that may be assessed against you resulting from your failure to meet such deadlines, and
for any other damages (including but not limited to CONSEQUENTIAL, INDIRECT, LOST PROFITS,
OR PUNITIVE DAMAGES) incurred as a result of the suspension or termination of our services.
As described in provision 2 of Attachment A, invoices for attest services will be issued from KCoe
Isom, LLP while invoices for non-attest services may be issued from Pinion, however, in no event
will you be double charged for the same services.
If you have any questions, comments, or issues with any bill we submit to you for payment, we
require that you notify us within ten (10) days. After the 10-day period has lapsed, the billing will
be understood as accepted and payment will be required to be made in accordance with the other
provisions of this Agreement.
Automatic Payments
For convenience and administrative ease, KCoe Isom can receive payments through the ACH
system. We’re happy to assist you if you wish to establish automatic payments.
Out-of-Pocket Expenses
Our price does not include third-party costs of any entity formation, appraisal fees, attorney fees,
trustee’s fees, or any other fees unless expressly agreed to by KCoe Isom.
Our price includes expenses for travel, lodging, and out-of-pocket expenses related to onsite
meetings at your operations.
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Aaron Funk
City of Bozeman
10/16/2023
Page 3
The price we quoted considers the following:
•Information provided by you is delivered on time and complete to the degree indicated
in our Service Options.
•Your key management, finance, or accounting team members don’t change during our
service period.
•No newly arising or undisclosed complexities or significant transactions are occurring
within your business impacting the service period.
•No unspecified revisions to prior work performed by other service providers are
discovered to be necessary before we can perform our agreed services.
•No new tax or other reporting requirements are introduced between now and the end of
our service period.
KCoe Isom reserves the right to revise our pricing in light of the changing circumstances, above.
We will discuss any revisions with you before proceeding with unforeseen work related to changes
in the conditions above.
Service and Price Guarantee
As we approach the last 30-60 days of our service period, we will ask you to evaluate our
performance against your expectation when we entered into this Agreement. If your experience
is different from your original expectation, you have the option to adjust the price at your sole
discretion, either by receiving a refund of a portion of the fees if we did not meet your
expectations, or paying us a bonus if we exceeded your expectations.
To maintain KCoe Isom’s professional independence as an auditing firm, this satisfaction
guarantee cannot apply to the results or the opinions expressed by KCoe Isom for an Audit,
Compilation, or Review. This satisfaction guarantee does not apply to the results of services
performed under the U.S. Statements on Standards for Attestation Engagements, including but
not limited to, applying agreed upon procedures or Compilations of prospective financial
information, or the results of any other service for which professional standards or law require
KCoe Isom to be "independent."
Termination
Unless we terminate this Agreement sooner, in accordance with these terms, final payment and
the Agreement’s expiration date will be considered fulfillment of your expectations and the end
of this Agreement. Either party may terminate this Agreement at any time, for any reason, with
ten (10) days written notice to the other party, and any unpaid services outstanding at the date
of termination are to be paid in full within ten (10) days of termination.
If the above adequately sets forth your understanding of our mutual responsibilities, please
authorize this Agreement and return it to our office. An extra copy is attached for you to keep.
Please do not hesitate to contact us if you have any questions. We truly appreciate the
opportunity to serve you.
DocuSign Envelope ID: 0C64B72D-C6A2-4FC2-8F69-6E5C22D4DC07
Aaron Funk
City of Bozeman
10/16/2023
Page 4
KCoe Isom, LLP
By: ________________________________
Jessica Van Voast
ACCEPTED AND ACKNOWLEDGED:
The undersigned hereby acknowledges and agrees to this Agreement, the referenced Project
Summary, and all of the additional provisions on Attachment A and represents that they have the
full authority to bind all entities and/or individuals listed below.
THIS AGREEMENT IS A CONTRACT AND CONTAINS A BINDING ARBITRATION PROVISION WHICH
MAY BE ENFORCED BY THE PARTIES.
______________________________________ ________________________________
Client Name Date
City of Bozeman
DocuSign Envelope ID: 0C64B72D-C6A2-4FC2-8F69-6E5C22D4DC07
1/31/2024
Attachment A - 1
ATTACHMENT A
ADDITIONAL PROVISIONS
This Attachment A, along with Project Summary document and this Agreement to which it is
attached are, collectively, this “Agreement.” KCoe Isom, LLP (“KCoe Isom”) and Pinion, LLC
(“Pinion”) practice as an alternative practice structure in accordance with the AICPA Code of
Professional Conduct and applicable law, regulations, and professional standards. KCoe Isom is a
licensed independent CPA firm that provides attest services to its clients, and Pinion and its
subsidiary entities provide tax and business consulting services to their clients. Pinion and its
subsidiary entities are not licensed CPA firms. The entities falling under the Pinion brand are
independently owned and are not liable for the services provided by any other entity providing
services under the Pinion brand. Our use of the terms “our firm” and “we”, “our” and “us” and
terms of similar import denote the alternative practice structure conducted by KCoe Isom and
Pinion and their respective subsidiaries and affiliates.
1.Services. You understand and agree that our firm’s services frequently include advice and
recommendations, but all decisions in connection with the implementation of the advice and
recommendations shall be your responsibility. In connection with our services, our firm, and
its subsidiaries, affiliates, members, associates, employees, or agents shall be entitled to rely
on all representations, decisions, and approvals made by you.
2.Alternative Practice Structure. KCoe Isom has a contractual arrangement with Pinion,
whereby Pinion provides KCoe Isom with professional and support personnel, as well as
administrative services, to perform professional services on behalf of KCoe Isom. Pinion is
not a licensed CPA firm. KCoe Isom and Pinion have reasonable safeguards for the protection
of your confidential information and shall comply with the Confidentiality terms herein. KCoe
Isom shall at all times remain responsible for any attest services, and for the Pinion employees
that perform such attest services. All invoices for attest services shall be issued solely from
KCoe Isom.
3.Services not Completed by Our Firm. The Agreement does not extend to any services not
provided by our firm. In the course of achieving the intended outcomes of the services
described in the Agreement, we may refer you to other supplemental service providers;
however, such referrals are provided as a courtesy only and you are not obligated in any way
to work with the specific providers we refer. You understand that when you separately engage
supplemental service providers referred by us or not (“Separately Engaged Providers”), unless
specifically engaged in writing to do so, our firm shall have no obligation to oversee,
supervise, or determine the quality of the work performed by Separately Engaged Providers
and you expressly agree that our firm will not be held responsible in any way as it relates
to their work product; further, our firm shall not be held responsible in any way for any
services we perform that fail to meet intended outcomes as a result of relying on work
completed by Separately Engaged Providers.
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Attachment A - 2
4.Client Information and Confidentiality. In accordance with the AICPA Code of Professional
Conduct and applicable federal, state and local rules, our firm will not disclose your
confidential client information without your consent, except that our firm shall be permitted
to disclose confidential client information (i) to any government agency or regulatory body to
the extent and in the form or manner necessary or required to comply with any rule,
regulation or order of such government agency or regulatory order, or (ii) pursuant to
subpoena or other legal process. We use appropriate safeguards, policies and procedures to
maintain the confidentiality of confidential client information. You hereby consent to our
sharing your information with our firm for the purpose our performing the Services for which
we are engaged. It is expressly understood that disclosure of your information among our
firm will be limited to such information that is required for us and our employees to provide
the Services covered by this Agreement.
In the event our firm uses third-party service providers to assist in providing professional
services, we may share confidential client information with those service providers. You
hereby consent to disclosure of confidential client information to third-party service providers
for the purpose of the third-party service provider assisting with the services provided
pursuant to this Agreement.
Our firm may transmit or receive information through electronic means, including through
our firm’s secure portal. You shall at all times comply with the terms of use of our firm’s portal
and shall only permit authorized users to access information through the portal. In the event
that you create one or more user accounts to access documents transmitted through the
portal, you shall notify us to disable any user account for which an individual(s) is no longer
authorized to access your information transmitted through our client portal. You are solely
responsible for maintaining their books and records and should not rely on us as your record-
keeper or repository for any final work product for which our firm has been engaged. You
agree to retrieve final work product from the portal within a reasonable period of time after
the conclusion of this Agreement.
We are committed to protecting the confidential and personal information entrusted to it and
to ensuring that its vendors comply with applicable privacy laws.
5.Third-Party Service Providers or Subcontractors. In the interest of enhancing our availability
to meet your professional service needs while maintaining service quality and timeliness, we
may use a third-party service provider to assist us. As the paid provider of professional
services, our firm remains responsible for exercising reasonable care in providing such
services, and our work product will be subjected to our firm's customary quality control
procedures. The use of this assistance may require the provision of your confidential
information to a third-party service provider located outside the United States. We require
our third-party service providers to have established procedures and controls designed to
protect client confidentiality and maintain data security. By signing this Agreement, you are
consenting to this disclosure and the duration of your consent will last so long as our firm is
engaged. You may opt out from this disclosure by informing us of your request in writing.
Opting out of the disclosure to third-party service providers or subcontracts may impact price
or cost estimates previously provided to you by us.
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Attachment A - 3
6.Information and Data. You shall be responsible for all financial information and statements
provided with respect to any services performed hereunder. Our firm shall be entitled to
assume, without independent verification, that all representations, assumptions, information
and data supplied by you and your representatives will be complete and accurate to the best
of your knowledge. Our firm may use information and data furnished by others; however, we
shall not be responsible for, and we shall provide no assurance regarding, the accuracy of any
such information or data. Our firm shall not assume any responsibility for any financial
reporting with respect to the services provided hereunder, except as specifically provided.
This paragraph shall not apply to the following services: Audits of Financial Statements,
Reviews of Financial Statements, Compilations of Financial Statements, Services under the
U.S. Statements on Standards for Attestation Engagements, including but not limited to,
applying Agreed Upon Procedures or Compilations of Prospective Financial Information, or
any other service for which professional standards or law require KCoe Isom to be
"independent."
7.Tax Planning and Preparation. If it is included in the scope of services, tax planning and tax
preparation will be done under state and federal law existing at the time services are
delivered. Both federal and state laws are subject to change and subject to new and different
interpretations. Tax planning and/or positions taken related to tax return preparation may be
subject to contest by the Internal Revenue Service or other taxing authorities. Consequently,
our firm does not guarantee any specific tax result. You should not rely on any advice from
our firm that has not been issued in final form in writing or by electronic mail.
8.Legal Matters. Our firm is not licensed to practice law and we shall have no responsibility to
address any legal matters or questions of law, subject to KCoe Isom’s potential responsibilities
in paragraph 6 above.
9.Third Parties and Internal Use. Except as otherwise agreed, all services hereunder shall be
solely for your internal purposes and use, and this Agreement does not create privity or any
legal relationship or obligation between our firm and any person or party other than you
(“Third Party”). This Agreement is not intended for the express or implied benefit of any
unauthorized Third Party. In order to protect our firm from any unauthorized reliance or
claims, you further agree that the advice, opinions and reports issued by our firm shall not
be distributed, made available, circulated or quoted to or used by any Third Party without
our prior written consent. However, nothing in this paragraph shall be construed as limiting
or restricting disclosure of a transaction or any significant tax feature thereof for purposes of
§6110, §6111, and §6112 of the Internal Revenue Code, as amended from time to time. This
paragraph shall not apply to the following services: Audits of Financial Statements, Reviews
of Financial Statements, Compilations of Financial Statements, Services under the U.S.
Statements on Standards for Attestation Engagements, including but not limited to,
applying Agreed Upon Procedures or Compilations of Prospective Financial Information, or
any other service for which professional standards or law require KCoe Isom to be
"independent."
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Attachment A - 4
10.Foreign Owners and Accounts. If you have foreign owners, accounts, or activities, you may
be required to file supplemental forms that carry substantial failure-to-file penalties if not
timely filed. We emphasize the importance of notifying us if you are a party to international
transactions. If we determine you must file additional forms with your federal and/or state
tax return to report these activities, we may charge additional fees for this service. We will
discuss this matter with you before proceeding. The terms of this Agreement shall apply to
any current-year foreign asset reporting. If reporting for multiple years is necessary, a
separate engagement letter will be provided. If you have an interest in or signature authority
for a foreign financial account, it is your responsibility to provide us with this information so
we can determine if separate reporting is required. If we determine separate reporting of
foreign financial accounts is required, we may charge additional fees for this service. We will
discuss this matter with you before proceeding. The terms of this Agreement shall apply to
any current-year foreign financial account reporting. If reporting for multiple years is
necessary, a separate engagement letter will be provided.
11.E-mail Communication. In connection with this Agreement, we may communicate with you
or others via e-mail transmission. As e-mails can be intercepted and read, disclosed, or
otherwise used or communicated by a third party, or may not be delivered to each of the
parties to whom they are directed and only such parties, we cannot guarantee or warrant that
e-mails from us and other personnel will be properly delivered and read only by the
addressee. Therefore, the parties to this Agreement specifically disclaim and waive any
liability or responsibility whatsoever for intercepted, disclosed or communicated e-mail
transmissions, or with respect to the unauthorized use or failed delivery of e-mails
transmitted in connection with the performance of this Agreement. All parties to this
Agreement also specifically disclaim and waive, and expressly acknowledge and agree, that
they shall have no liability or responsibility whatsoever for any loss or damage to any person
or entity, resulting in whole or in part, from the use of e-mail transmissions, including, without
limitation, any consequential, incidental, direct or indirect or special damages, such as loss of
sales or anticipated profits or disclosure or communication of confidential or proprietary
information.
12.Independent Contractor. Our firm and you acknowledge that the relationship between the
parties to this Agreement is exclusively that of an independent contractor and that our firm's
obligations to you are exclusively contractual in nature. This Agreement does not create an
agency, employment, partnership, joint venture, trust, or other fiduciary relationship
between the parties. Neither party shall have the right to bind the other to any Third Party
nor otherwise act in any way as a representative or agent of the other, except as otherwise
agreed in writing between the parties.
13.Management Responsibilities. You agree to accept responsibility for the results of services
being provided and agree to perform the following functions in connection with this
Agreement:
a)Make all management decisions and perform all management functions.
b)Designate a competent individual to oversee the services.
c)Evaluate the adequacy and results of the services performed.
d)Establish and maintain internal controls, including monitoring ongoing activities.
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Attachment A - 5
14.Assignment. Neither party will assign this Agreement, in whole or in part, without the prior
written consent of the other party, which written consent will not be unreasonably withheld.
However, we reserve the right to assign all or any of its rights, title, and interests in and to
this Agreement to any of its subsidiaries or affiliates, or to any of its Insurers, in accordance
with any policies of insurance maintained by our firm, except for agreements to provide attest
services entered into by KCoe Isom which shall not be assigned to Pinion or any of Pinion’s
subsidiaries or affiliates.
15.Dispute Resolution Procedure. If any dispute, controversy or claim of any kind arises in
connection with the performance or breach of this Agreement, either party may, upon written
notice to the other party, request mediation. The parties shall employ the mediation rules
and procedures of the American Arbitration Association (“AAA”) in effect at the time of the
mediation and shall conclude the mediation within sixty (60) days from receipt of the written
notice unless extended by mutual consent.
If mediation fails, the dispute, controversy, or claim shall be settled by binding arbitration.
The proceeding shall be governed by the law and provisions of the state in which the
proceeding is to take place and conducted in accordance with the Rules for Professional
Accounting and Related Disputes of the American Arbitration Association (“The AAA Rules”)
in effect at the time of the arbitration.
The parties acknowledge that this Agreement evidences a transaction involving interstate
commerce. Notwithstanding the provision in the preceding paragraph with respect to
applicable substantive law, any arbitration conducted pursuant to the terms of this
Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). The award
issued by the arbitration panel may be confirmed in a judgment by any federal or state court
of competent jurisdiction.
Unless the arbitration is being conducted pursuant to the AAA's expedited procedures, such
arbitration shall be conducted before a panel of three neutral arbitrators, selected pursuant
to The AAA Rules, at least one of whom shall be a Certified Public Accountant. The arbitration
panel shall have no authority to award either party non-monetary or equitable relief, and
any monetary award shall not include punitive damages.
Any proceeding under this paragraph 15 shall take place in the city in which our firm’s office
providing the relevant services exists unless the parties agree to a different location. Each
party shall pay their own costs and shall share equally the fees and expenses of the mediator
and/or the AAA and the arbitrators. The confidentiality provisions applicable to mediation
shall also apply to arbitration.
16.Limitation of Liability. Our firm’s liability for all claims, damages, and costs arising from this
engagement is limited to the total amount of fees paid by you to our firm for services
rendered under this Agreement. Notwithstanding anything to the contrary in this Agreement,
our firm shall not be liable for any LOST PROFITS, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES of any nature.
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Attachment A - 6
17.Governing Law and Severability. This Agreement shall be governed by, and construed in
accordance with, the laws in the State in which our firm’s office providing the relevant services
exists (without giving effect to the choice of law principles thereof). If any provision of this
Agreement is found by a court of competent jurisdiction to be unenforceable, such provision
shall not affect the other provisions, but such unenforceable provision shall be deemed
modified to the extent necessary to render it enforceable, preserving to the fullest extent
permissible the intent of the parties set forth in this Agreement. The parties acknowledge and
agree that this Agreement allocates risk between them as authorized by any applicable law
and that the amount of the fees charged for the services reflects this allocation of risk and
other limitations of liability contained in this Agreement. If any remedy hereunder is
determined to have failed of its essential purpose, all limitations of liability and exclusion of
damages set forth in this Agreement will remain in full force and effect.
18.Entire Agreement. The Agreement and any separate Engagement Letter related to the subject
matter herein (“Engagement Letter”), set forth the entire agreement between the parties
with respect to the services described in the Agreement, superseding all prior agreements,
negotiations or understandings, whether oral or written, with respect to such subject matter.
To the extent that a any provisions are in conflict, the order of priority shall be as follows:
Engagement Letter, Attachment A, this Agreement and the related signed Service Options
document, paired. This Agreement may not be changed, modified or waived in whole or part
except by an instrument in writing signed by both parties.
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