Moss Adams LLP ~ C220004 CITY OF TIGARD-CONTRACT SUMMARY FORM
Contract Overview
Contract/Amendment Number: C220004
Contract Start Date: 7/1/21 Contract End Date: 6/30/24
Contract Title: Auditing Services
Contractor Name: Moss Adams LLP
Contract Manager:Tared Isaksen
Department: FIS
Contract Costs
Original Contract Amount: $233,900.00
Total All Previous Amendments:
Total of this Amendment:
Total Contract Amount: $233,900.00
Procurement Authority
Contract Type: Personal Services
Procurement Type: PCR 70.012 Selection by Negotiation
Solicitation Number: N/A
LCRB Date: N/A
Account String: Fund-Division-Account Work Order—Activity Type Amount
FY 21-22 600-2100-54001 73,700
FY 22-23 600-2100-54001 76,300
FY 23-24 600-2100-54001 78,900
FY
FY
Contracts & Purchasing Approval
Purchasing Signature: Ni4kL
Comments:
Contract Number C220004
CITY OF TIGARD,OREGON
PROFESSIONAL SERVICES AGREEMENT
AUDITING SERVICES
THIS AGREEMENT,made and entered into this 1st day of July, 2021,by and between the City of
Tigard, a municipal corporation, hereinafter referred to as the "City," and Moss Adams LLP,
hereinafter referred to as the "Contractor."
RECITALS
WHEREAS, the City's Fiscal Year 2021-2024 budgets provides for financial auditing services; and
WHEREAS, the accomplishment of the work and services described in this Agreement is necessary
and essential to the program of the City; and
WHEREAS, the City desires to engage the Contractor to render professional auditing services for
the services described in this Agreement, and the Contractor is willing and qualified to perform such
work;
THEREFORE,in consideration of the promises and covenants contained herein,the parties hereby
agree as follows:
1. Scope of Services
Contractor will perform professional services in accordance with the terms and conditions set
forth herein, and as provided in Exhibit A,which is attached hereto and by this reference made
a part of this Agreement.
2. Effective Date and Duration
This Agreement is effective upon the date of execution and expires on June 30, 2024, unless
otherwise terminated or extended. All work under this Agreement must be completed prior to
the expiration of this Agreement.
3. Compensation
A. The maximum that Contractor may be paid on this Agreement is hereafter the "not to
exceed" amount of Two Hundred Thirty-Three Thousand Nine Hundred and 00/100
Dollars ($233,900.00) without prior written authorization. The "not to exceed" amount
includes all payments to be made pursuant to this Agreement, including reimbursable
expenses,if any. The actual amount to be paid to Contractor may be less than the"not to
exceed" amount.
B. Contractor is entitled to receive progress payments for its work pursuant to the Agreement
as provided below. The City will pay Contractor based on these invoices for acceptable
work performed and approved until the "not to exceed" amount is reached. Thereafter,
Contractor must complete work based on the Agreement without additional
compensation unless there is a change to the scope of work.
C. Any estimate of the hours necessary to perform the work is not binding on the City.
Contractor remains responsible if the estimate proves to be incorrect. Exceeding the
number of estimated hours of work does not impose any liability on the City for additional
payment.
D. Except as set forth above, payment will be made upon receipt of billings based on the
work completed. Contractor will submit billings to City periodically, but not more
frequently than monthly. Payment by the City releases the City from any further obligation
for payment to Contractor for service or services performed or expenses incurred as of
the date of the statement of services. Except as set forth above, payment will be made
only for work actually completed as of the date of invoice. Payment will not be considered
acceptance or approval of any work or waiver of any defects therein.
E. Contractor must furnish certified cost records for all billings to substantiate all charges.
Information about Contractor's accounts may be requested by the City. Contractor will
submit billings in a form satisfactory to the City. At a minimum, each billing will identify
the task order under which such work is performed, work completed during the billing
period, percentage of work completed to date, and percentage of budget used to date for
each task. Billings must also include Contractor's employer identification number, as the
City deems applicable.
F. General Terms:
1) Contractor must make payments promptly, as due, to all persons supplying labor or
materials for the performance of the work provided for in this Agreement.
2) Contractor may not permit any lien or claim to be filed or prosecuted against the City
on any account of any labor or material furnished.
3) Contractor will pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
4) Contractor will pay all contributions or amounts due the Industrial Accident Fund
from the contractor or any subcontractor required by law.
5) If Contractor fails,neglects,or refuses to make prompt payment of any claim for labor
or services furnished to Contractor or a subcontractor by any person as such claim
becomes due,Contractor is liable for the amount of the unpaid overtime wages and in
an additional amount equal to the unpaid overtime wages as liquidated damages, as
required under ORS 279B.020(9).
6) Contractor will promptly, as due, make payment to any person, co-partnership,
association, or corporation, furnishing medical, surgical, and hospital care or other
needed care and attention, incident to sickness or injury, to the employees of
Contractor, of all sums that Contractor agrees to pay for the services and all moneys
and sums that Contractor collected or deducted from the wages of employees pursuant
to any law,contract, or agreement for the purpose of providing or paying for services.
7) Contractor and its employees, if any, are not active members of the Oregon Public
Employees Retirement System and are not employed for a total of 600 hours or more
in the calendar year by any public employer participating in the Retirement System.
8) Contractor must obtain, prior to the execution of any performance under this
Agreement, a City of Tigard Business License. The Tigard Business License is based
on a calendar year with a December 31st expiration date. New businesses operating
in Tigard after June 30th of the current year will pay a pro-rated fee though the end of
the calendar year.
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9) The City certifies that sufficient funds are available and authorized for this Agreement
during the current fiscal year. Funding during future fiscal years is subject to budget
approval by Tigard's City Council.
4. Ownership of Documents: Records
A. The City may make copies, for the use of and without cost to Contractor, of all of its
records, or other data pertinent to the work to be performed by the Contractor pursuant
to this Agreement, and also make available any other records, or other materials available
to the City from any other public agency or body.
B. Any final audit reports and other completed deliverables created under this Agreement
and delivered to the City are the sole property of the City (hereafter, "Deliverables"). The
City shall not modify the audit report or any other Deliverable issued under Consultant's
name. Consultant may retain a copy of Deliverables for archival purposes.
C. Contractor shall own its working papers and any engagement documentation and
accounting-related general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, materials or other intellectual property or information
which may have been discovered, created, received, developed or derived by Consultant
either prior to or as a result of providing services under the Agreement (collectively,
"Consultant Materials"). Consultant and its personnel are free to use and employ their
general skills, know how, and expertise, and to use, disclose, and employ any generalized
ideas, concepts, know-how, methods, techniques, or skills gained or learned during the
course of this Agreement so long as they acquire and apply such information without any
unauthorized use or disclosure of confidential or proprietary information of City.
D. The Contractor shall make its audit working papers developed in the course of work for
the City available for examination by authorized representatives of the cognizant Federal
audit agency,the Oregon Secretary of State and the U.S. General Accounting Office at no
additional expense to the City except as provided elsewhere in this Agreement.
5. Assignment/Delegation
Neither party may assign, sublet or transfer any interest in or duty under this Agreement
without the written consent of the other and no assignment has any force or effect unless
and until the other party has consented. If City agrees to assignment of tasks to a
subcontract, Contractor is fully responsible for the acts or omissions of any subcontractors
and of all persons employed by them. Neither the approval by City of any subcontractor nor
anything contained herein creates any contractual relation between the subcontractor and
City. The provisions of this Agreement are binding upon and will inure to the benefit of the
parties to the Agreement and their respective successors and assigns.
6. Status of Contractor as Independent Contractor
Contractor certifies that:
A. Contractor acknowledges that for all purposes related to this Agreement,Contractor is an
independent contractor as defined by ORS 670.600 and not an employee of City.
Contractor is not entitled to benefits of any kind to which an employee of City is entitled
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and is solely responsible for all payments and taxes required by law. Furthermore, in the
event that Contractor is found by a court of law or any administrative agency to be an
employee of City for any purpose, City is entitled to offset compensation due, or to
demand repayment of any amounts paid to Contractor under the terms of this Agreement,
to the full extent of any benefits or other remuneration Contractor receives (from City or
third party) as a result of said finding and to the full extent of any payments that City is
required to make (to Contractor or to a third party) as a result of said finding.
B. Contractor is not an officer,employee,or agent of the City as those terms are used in ORS
30.265.
7. Conflict of Interest
The undersigned Contractor hereby represents that no employee of the City, or any
partnership or corporation in which a City employee has an interest, has or will receive any
remuneration of any description from Contractor, either directly or indirectly, in connection
with the letting or performance of this Agreement, except as specifically declared in writing,
provided Contractor may spend an aggregate of up to $50 yearly on gifts to employees of the
City as provided by ORS 244.025.
If this payment is to be charged against Federal funds, Contractor certifies that he/she is not
currently employed by the Federal Government and the amount charged does not exceed his
or her normal charge for the type of service provided.
8. Indemnification
A. City has relied upon the professional ability and training of Contractor as a material
inducement to enter into this Agreement. Contractor represents that all of its work will be
performed in accordance with professional standards of skill and care ordinarily exercised by
members of the Contractor's profession under similar conditions and circumstances as well
as the requirements of applicable federal, state, and local laws, it being understood that
acceptance of a Contractor's work by City will not operate as a waiver or release. Acceptance
of documents by City does not relieve Contractor of any responsibility for design
deficiencies, errors or omissions. Consultant's indemnification obligation related to a
breach of the foregoing representation is as set forth in Section C below.
B. Claims for other than Professional Liability. With regard to claims for other than Claims
for Professional Liability (defined in Section D below), Contractor agrees to indemnify,
defend, save, and hold harmless the City of Tigard, its officers, employees, agents, and
representatives from all claims, suits, or actions asserted by a third party and all expenses
incidental to the investigation and defense thereof, arising out of bodily injury (including
death), damage to real property, and damage to tangible personal property, to the extent
resulting from or arising out of the intentional misconduct, or reckless or negligent acts or
omissions of Contractor or its subcontractors, sub-consultants, agents or employees in
performance of this contract at both trial and appeal level,whether or not a trial or appeal
ever takes place including any hearing before federal or state administrative agencies. If
any aspect of this indemnity is found to be illegal or invalid for any reason whatsoever,
such illegality or invalidity will not affect the validity of the remainder of this
indemnification.
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C. Claims for Professional Liability. Contractor agrees to indemnify, defend, save, and hold
harmless the City of Tigard, its officers, employees, agents, and representatives from all
claims, suits, or actions asserted by a third party and all expenses incidental to the
investigation and defense thereof,arising out of bodily injury(including death),damage to
real property, and damage to tangible personal property, to the extent resulting from or
arising out of the professional negligent acts, errors or omissions of Contractor or its
subcontractors, sub-consultants, agents or employees in performance of professional
services under this agreement. Notwithstanding the foregoing, Consultant has no
obligation of indemnity if any such claims, suits, or actions are caused by the sole
negligence of the City.
D. As used in subsections B and C of this section,a"claim for professional liability"is a claim
made against the City in which the City's alleged liability results directly or indirectly, in
whole or in part, from the quality of the professional services provided by Contractor,
regardless of the type of claim made against the City in performance of this Agreement.
A"claim for other than professional liability"is a claim made against the City in which the
City's alleged liability results from an act or omission by Contractor unrelated to the quality
of professional services provided by Contractor in performance of this Agreement.
9. Insurance
Contractor and its subcontractors must maintain insurance acceptable to City in full force and
effect throughout the term of this contract. Such insurance must cover risks arising directly
or indirectly out of Contractor's activities or work hereunder, including the operations of its
subcontractors of any tier.
The policy or policies of insurance maintained by the Contractor must provide at least the
following limits and coverages:
A. Commercial General Liability Insurance
Contractor will obtain, at Contractor's expense, and keep in effect during the term of this
contract, Comprehensive General Liability Insurance covering Bodily Injury and Property
Damage on an "occurrence" form (CG 2010 1185 or equivalent). This coverage must
include Contractual Liability insurance for the indemnity provided under this contract.
The following insurance will be carried (provided limit may be met in combination with
umbrella coverage):
Coverage Limit
General Aggregate $3,000,000
Each Occurrence $2,000,000
B. Professional Liability
Contractor must obtain, at Contractor's expense, and keep in effect during the term of this
contract, Professional Liability Insurance covering any damages caused by any actual or
alleged negligent act, error, or omission in the rendering of or failure to render Professional
Services. Combined single limit per claim may not be less than$2,000,000,or the equivalent.
Annual aggregate limit may not be less than$3,000,000 and filed on a"claims-made" form.
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C. Commercial Automobile Insurance
Contractor must also obtain, at Contractor's expense, and keep in effect during the term
of the contract, Commercial Automobile Liability coverage including coverage for all
owned, hired, and non-owned vehicles on an "occurrence" form. The Combined Single
Limit per occurrence may not be less than $2,000,000 (provided limit may be met in
combination with umbrella coverage).
If Contractor uses a personally-owned vehicle for business use under this contract, the
Contractor will obtain, at Contractor's expense, and keep in effect during the term of the
contract,business automobile liability coverage for all owned vehicles on an"occurrence"
form. The Combined Single Limit per occurrence may not be less than $2,000,000
(provided limit may be met in combination with umbrella).
D. Workers' Compensation Insurance
The Contractor, its subcontractors, if any, and all employers providing work, labor, or
materials under this Contract that are subject employers under the Oregon Workers'
Compensation Law must comply with ORS 656.017, which requires them to provide
workers' compensation coverage that satisfies Oregon law for all their subject workers.
Out-of-state employers must provide Oregon workers' compensation coverage for their
workers who work at a single location within Oregon for more than 30 days in a calendar
year. Contractors who perform work without the assistance or labor of any employee
need not obtain workers'compensation coverage. This shall include Employer's Liability
Insurance with coverage limits of not less than $1,000,000 each accident.
E. Additional Insured Provision
All aforementioned policies, other than Workers' Compensation and Professional
Liability, must name the City its officers, employees, agents, and representatives as
additional insureds with respect to this Agreement. Coverage may be provided via blanket
endorsement.
F. Extended Reporting Coverage
If any of the aforementioned liability insurance is arranged on a "claims-made" basis,
Extended Reporting coverage will be required at the completion of this contract to a duration
of 24 months or,if less than 24 months,the maximum time-period Contractor's insurer will
provide. Contractor will be responsible for furnishing certification of Extended Reporting
coverage as described or continuous "claims-made" liability coverage for 24 months
following contract completion. Continuous "claims-made" coverage will be acceptable in
lieu of Extended Reporting coverage,provided its retroactive date is on or before the effective
date of this contract.
G. Insurance Carrier Rating
Coverages provided by the Contractor must be underwritten by an insurance company
deemed acceptable by the City. All policies of insurance must be written by companies
having an A.M.Best rating of"A-VII" or better,or equivalent. The City reserves the right
to reject all or any insurance carrier(s) with an unacceptable financial rating.
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H. Self-Insurance
The City understands that some contractors may self-insure for business risks and the City
will consider whether such self-insurance is acceptable if it meets the minimum insurance
requirements for the type of coverage required. If Contractor is self-insured for
commercial general liability or automobile liability insurance, Contractor must provide
evidence of such self-insurance. Contractor must provide a Certificate of Insurance
showing evidence of the coverage amounts on a form acceptable to the City. The City
reserves the right in its sole discretion to determine whether self-insurance is adequate.
I. Certificates of Insurance
As evidence of the insurance coverage required by the contract, Contractor will furnish a
Certificate of Insurance to the City. No contract is effective until the required Certificates
of Insurance have been received and approved by the City. The certificate will specify and
document all provisions within this contract and include a copy of Additional Insured
Endorsement. A renewal certificate will be sent to the below address prior to coverage
expiration.
J. Primary Coverage Clarification
The parties agree that Contractor's coverage is primary to the extent permitted by law.
The parties further agree that other insurance maintained by the City is excess and not
contributory insurance with the insurance required in this section.
K. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general
liability, and commercial automobile policies required by this Agreement.
A certificate in form satisfactory to the City certifying to the issuance of such insurance
will be forwarded to:
City of Tigard
Attn: Contracts and Purchasing Office
13125 SW Hall Blvd.
Tigard, Oregon 97223
OR
contractspurchasingktigard-or.gov
At the discretion of the City,a copy of each insurance policy(other than declaration pages
for Professional Liability), certified as a true copy by an authorized representative of the
issuing insurance company, may be required to be forwarded to the above address.
Such policies or certificates must be delivered prior to commencement of the work. The
procuring of such required insurance will not be construed to limit Contractor's liability
hereunder. Notwithstanding said insurance, Contractor is obligated for the total amount
of any damage, injury, or loss caused by negligence or neglect connected with this
Agreement.
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10. Method& Place of Submitting Notice, Bills, and Payments
All notices,bills and payments will be made in writing and may be given by personal delivery,
mail, or by fax. Payments may be made by personal delivery,mail,or electronic transfer. The
following addresses will be used to transmit notices,bills,payments, and other information:
CITY OF TIGARD Moss ADAMS LLP
Attn: Jared Isaksen Attn: Amanda McCleary-Moore, Partner
Address: 13125 SW Hall Blvd Address: 221 Stewart Ave, #301
Tigard, OR 97223 Medford, OR 97501
Phone: (503) 718-2493 Phone: (541) 732-3865
Email: iarediktigard-or.gov Email:Amanda.McCleary-
Moore(kmossadams.com
Attn: General Counsel
Address: 999 Third Avenue, Suite 2800
Seattle,WA 98104
Email: legal(cr�,mossadams.com
Notice will be deemed given upon deposit in the United States mail,postage prepaid, or when
so faxed,upon successful fax. In all other instances,notices,bills and payments will be deemed
given at the time of actual delivery. Changes may be made in the names and addresses of the
person to who notices, bills, and payments are to be given by giving written notice pursuant
to this paragraph.
11. Survival
The terms, conditions, representations, and warranties contained in this Agreement survive
the termination or expiration of this Agreement.
12. Merger
This writing is intended both as a final expression of the Agreement between the parties with
respect to the included terms and as a complete and exclusive statement of the terms of the
Agreement. No modification of this Agreement will be effective unless and until it is made in
writing and signed by both parties.
13. Termination Without Cause
At any time and without cause, City has the right in its sole discretion to terminate this
Agreement by giving notice to Contractor. If City terminates this Agreement pursuant to this
paragraph, City will pay Contractor for services rendered to the date of termination.
14. Termination for Cause
A. City may terminate this Agreement effective upon delivery of written notice to Contractor,
or at such later date as may be established by City,under any of the following conditions:
1) If City funding from federal, state, local, or other sources is not obtained and
continued at levels sufficient to allow for the purchase of the indicated quantity of
services. This Agreement may be modified to accommodate a reduction in funds.
2) If Federal or State regulations or guidelines are modified, changed, or interpreted in
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such a way that the services are no longer allowable or appropriate for purchase under
this Agreement.
3) If any license or certificate required by law or regulation to be held by Contractor, its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked, or not renewed.
4) If Contractor becomes insolvent,if voluntary or involuntary petition in bankruptcy is
filed by or against Contractor,if a receiver or trustee is appointed for Contractor,or if
there is an assignment for the benefit of creditors of Contractor.
Any such termination of this Agreement under paragraph (A)will be without prejudice to
any obligations or liabilities of either party already accrued prior to such termination.
B. City, by written notice of default (including breach of contract) to Contractor, may
terminate the whole or any part of this Agreement:
1) If Contractor fails to provide services called for by this Agreement within the time
specified, or
2) If Contractor fails to perform any of the other provisions of this Agreement, or fails
to pursue the work as to endanger performance of this Agreement in accordance with
its terms, and after receipt of written notice from City, fails to correct such failures
within ten (10) days or such other period as City may authorize.
The rights and remedies of City provided above related to defaults (including breach of
contract) by Contractor are not exclusive and are in addition to any other rights and
remedies provided by law or under this Agreement.
If City terminates this Agreement under paragraph (B), Contractor will be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred,
provided, that the City may deduct the amount of damages, if any, sustained by City due
to breach of contract by Contractor. Damages for breach of contract include those
allowed by Oregon law, reasonable and necessary attorney fees, and other costs of
litigation at trial and upon appeal.
C. Contractor may terminate the Agreement in whole or in part for cause upon thirty (30)
days' written notice to the City, and the City shall have an opportunity to cure the basis
for termination within such time period.
15. Access to Records
City will have access to information of Contractor as are directly pertinent to the fees and
expenses charged under this Agreement for the purpose of making examination,excerpts and
transcripts.
17. Force Majeure
Neither City nor Contractor will be considered in default because of any delays in completion
and responsibilities hereunder due to causes beyond the control and without fault or
negligence on the part of the parties so disenabled, including but not restricted to, an act of
God or of a public enemy, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine
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restriction, area-wide strike, freight embargo, unusually severe weather or delay of
subcontractor or supplies due to such cause;provided that the parties so disenabled will within
ten (10) days from the beginning of such delay, notify the other party in writing of the cause
of delay and its probable extent. Such notification will not be the basis for a claim for
additional compensation. Each party will, however,make all reasonable efforts to remove or
eliminate such a cause of delay or default and will, upon cessation of the cause, diligently
pursue performance of its obligation under the Agreement.
18. Non-Waiver
The failure of a party to insist upon or enforce strict performance by the other party of any of
the terms of this Agreement or to exercise any rights hereunder should not be construed as a
waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights
on any future occasion.
19. Hours of Labor, PayEquity
In accordance with ORS 279B.235, the following are hereby incorporated in full by this
reference:
A. Contractor may not employ an individual paid hourly wages for more than 10 hours in any
one day, or 40 hours in any one week, except as provided by law. For contracts for
personal services, as defined in ORS 279A.055, Contractor must pay employees paid
hourly wages at least time and a half pay for all overtime the employees work in excess of
40 hours in any one week, except for employees who are excluded under ORS 653.010 to
653.261 or under 29 U.S.C. 201 to 209 from receiving overtime.
B. Contractor must give notice in writing to employees paid hourly wages who work on a
public contract, either at the time of hire or before commencement of work on the
contract, or by positing a notice in a location frequented by employees, of the number of
hours per day and days per week that the employees may be required to work.
C. Contractor may not prohibit any of Contractor's employees from discussing the
employee's rate of wage, salary,benefits or other compensation with another employee or
another person and may not retaliate against an employee who discusses the employee's
rate of wage, salary, benefits or other compensation with another employee or another
person.
D. Contractor must comply with the pay equity provisions in ORS 652.220. Compliance is a
material element of this Agreement and failure to comply will be deemed a breach that
entitles City to terminate this Agreement for cause.
20. Non-Discrimination
Contractor will comply with all federal,state,and local laws,codes,regulations,and ordinances
applicable to the provision of services under this Agreement,including,without limitation:
A. Title VI of the Civil Rights Act of 1964;
B. Section V of the Rehabilitation Act of 1973;
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C. The Americans with Disabilities Act of 1990, as amended by the ADA Amendments Act
(ADAAA) of 2008 (Pub L No 101- 336); and
D. ORS 659A.142,including all amendments of and regulations and administrative rules,and
all other applicable requirements of federal and state civil rights and rehabilitation statutes,
rules and regulations.
21. Errors
Contractor will perform such additional work as may be necessary to correct errors in the
work required under this Agreement without undue delays and without additional cost.
22. Extra Work, Changes
Only the City's Project Manager for this Agreement may change or authorize additional work.
Failure of Contractor to secure authorization for extra work constitutes a waiver of all right to
adjust the contract price or contract time due to such unauthorized extra work and Contractor
will not be entitled to compensation for the performance of unauthorized work.
23. Representations
Contractor represents that the services will be performed in accordance with the same
professional skill, care, diligence, standards, and generally accepted professional practices as
other professionals performing the same or similar services in the same or similar localities
under similar conditions. Neither acceptance of the work nor payment therefore relieves
Contractor from liability under warranties contained in or implied this Agreement.
Except as otherwise provided in this Agreement, any intellectual property rights delivered to
the City under this Agreement and Contractor's services rendered in the performance of
Contractor's obligations under this Agreement,will be provided to the City free and clear of
any and all restrictions on or conditions of use, transfer, modification, or assignment, and be
free and clear of any and all liens, claims,mortgages, security interests, liabilities, charges, and
encumbrances of any kind.
24. Attorney's Fees
In the event an action, suit of proceeding, including appeal, is brought for failure to observe
any of the terms of this Agreement, each party is responsible for that party's own attorney
fees, expenses, costs and disbursements for the action, suit,proceeding, or appeal.
25. Choice of Law,Venue
The provisions of this Agreement are governed by Oregon law. Venue will be the State of
Oregon Circuit Court in Washington County or the U.S. District Court for Oregon,Portland.
26. Compliance with State and Federal Laws/Rules
Contractor will comply with all applicable federal, state and local laws, rules and regulations
applicable to the work in this Agreement.
27. Conflict Between Terms
In the event of a conflict between the terms of this Agreement and Contractor's proposal,this
Agreement will control. In the event of conflict between a provision in the main body of the
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Agreement and a provision in the Exhibits,the provision in the main body of the Agreement will
control. In the event of an inconsistency between Exhibit A and Exhibit B, Exhibit A will
control.
28. Severability
In the event any provision or portion of this Agreement is held to be unenforceable or invalid
by any court of competent jurisdiction,the validity of the remaining terms and provisions will
not be impaired unless the illegal or unenforceable provision affects a significant right or
responsibility, in which case the adversely affected party may request renegotiation of the
Agreement and,if negotiations fail, may terminate the Agreement.
29. Compliance with Tax Laws
Contractor is, to the best of the undersigned's knowledge,not in violation of any Oregon tax
laws including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318.
Contractor's failure to comply with the tax laws of this state or a political subdivision of this
state before the Contractor executed this Agreement or during the term of this Agreement is
a default for which the City may terminate this Agreement and seek damages and other relief
available under the terms of this Agreement or applicable law.
30. Offering of Securities/Debt
A. This Agreement does not contemplate Contractor providing any services in connection
with the City's offering of securities,whether registered or exempt from registration, the
issuance of debt instruments, or for any other circumstance.
B. If the City includes Contractor's audit report in an offering document,the City will include
the following disclaimer language in the offering document, unless the City decides to
request of Contractor and Contractor agrees that language is unnecessary:
"The financial statements of[insert entity] as of and for the fiscal year ended June 30,
20XX [insert applicable year], included herein as Appendix [insert applicable
Appendix] [to be completed by client], have been audited by Moss Adams LLP,
independent accountants,as stated in its report appearing herein. [insert entity] has not
requested that Moss Adams LLP provide written permission for inclusion of its
audited financial statements in this [identify document, e.g., offering document,
Official Statement], and Moss Adams LLP has not performed, since the date of its
report included herein, any procedures on the financial statements addressed in that
report. Further, Moss Adams LLP has not participated in any way in the preparation
or review of this [identify document]."
C. The City will be required to include the audit report in certain continuing disclosure
obligations, such as EMMA filings, and Contractor agrees that the City will use the audit
report for such purposes.
31. Third Party Beneficiaries. All services shall be solely for the City's informational purposes
and internal use,and this contract creates no privity between Contractor and any person or party other
than the City ("third party"). None of Contractor's services are intended for the express or implied
benefit of any third party, and no third party is entitled to rely on the services Contractor provides to
the City.
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32. Damages Exclusions. EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT, IN
NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL,
INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION
WITH OR OTHERWISE ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY
BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR
RELATED TO THIS AGREEMENT.
IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by
their duly authorized officials.
CITY OF TIGARD MOSS ADAMS LLP
B `� B
Name: Steve Rymer Name: Amanda McCleary-Moore
Title: City Manager Title: Partner
Date: 06/29/2021 Date: June 29, 2021
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EXHIBIT A
SCOPE OF SERVICES
Contractor agrees to provide professional services as described below:
1. AUDIT OF COMPREHENSIVE ANNUAL FINANCIAL REPORT (CAFR)
An audit of the CAFR is required under Generally Accepted Auditing Standards and the Minimum
Standards for Audits of Oregon Municipal Corporations.The City's CAFR is prepared to conform
fully with Generally Accepted Accounting Principles (GAAP) and to be in full compliance with
the pronouncements of the Governmental Accounting Standards Board (GASB) and/or the
Financial Accounting Standards Board (FASB), and, as appropriate, disclosures required by State
regulations.
Contractor shall conduct an examination of, and issue its opinion on the financial statements,
including auditor's comments and disclosures required by the Minimum Standards for Audits of
Oregon Municipal Corporations.
One electronic version of the audit report will be provided to the City for inclusion in its published
CAFR. The City will print and assemble its CAFR.
2. AUDIT ON URBAN RENEWAL AGNECY FINANICAL STATEMENTS
A report on the results of the City's urban renewal agency,the Town Center Development Agency
(ICDA),will be prepared in conjunction with the City's CAFR. TCDA is a blended component
unit of the City of Tigard. TCDA's financial statements are prepared on the same basis of
accounting as they appear in the City's CAFR. The agency has two funds: a capital projects fund
and a debt service fund. The agency is funded through tax increment financing and received its
first tax turnover from Washington County in 2008. An independent auditor's report on the
examination of the basic financial statements is required.
Contractor shall conduct an examination of, and issue its opinion on the financial statements,
including auditor's comments and disclosures required by the Minimum Standards for Audits of
Oregon Municipal Corporations. Financial reports for TCDA are on line under Financial Reports
at:htip://www.tigard-or.gov/city hall/finance and information services.php
One electronic version of the audit report will be provided to the City. The City will print and
assemble the TCDA component unit financial report.
3. "SINGLE AUDIT" COVERING THE CITY'S FEDERAL GRANTS-IN-AID AS
REQUIRED BY THE SINGLE AUDIT ACT AMENDMENTS OF 1996 AND
PROVISIONS OF 2 CFR,PART 200, SUBPART F
The Single Audit Act requires audits of local governments that expend federal funds in excess of
$750,000 in a fiscal year. The City does not consistently reach this threshold each year, however,
with the current and upcoming federal programs the city anticipates reaching the threshold more
frequently in future fiscal years. The last Single Audit was performed in fiscal year 2019. City
management will prepare the Schedule of Expenditures of Federal Awards reconciled to the City's
financial statements.
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4. MANAGEMENT LETTER
Contractor will draft a letter to include recommendations to management, which includes any
findings,observations,best practices,comments or recommendations,relating to internal control,
accounting systems, data processing, compliance with laws, rules and regulations, or any other
matters that come to the attention of Contractor during the course of the examination that may
warrant the attention of management. Such recommendations shall not be construed as special
or additional studies, but shall be limited to those usually associated with the study of internal
control systems and procedures as a part of an examination of financial statements.
The management letter and management's written responses will be discussed with City officials
prior to publication. Contractor shall prepare and deliver three (3) copies of the final report to
the City following the same schedule as for the CAFR.
5. MODIFICATIONS TO ORIGINAL AUDIT SCOPE AND CONTRACT AMOUNT
In the event that circumstances disclosed by the audit indicate that a more extensive and detailed
examination is required,in addition to that which would be sufficient under normal circumstances,
Contractor shall provide all pertinent facts relative to the extraordinary circumstances together
with a cost estimate for the additional services, according to the hourly rates identified in Exhibit
B.
6. MEETINGS WITH CITY COUNCIL AND AUDIT COMMITTEE
The CAFR and the TCDA component unit report and any management recommendation letters
will be submitted annually to City management and presented to the Audit Committee. Contractor
along with representatives from the City and the Audit Committee will present the CAFR and
TCDA report along with management recommendations to the City Council.
7. TECHNICAL ASSISTANCE AND CONSULTING
Contractor's policy is to not charge for short telephone calls seeking miscellaneous advice unless
those consultations require significant additional work or research. If a matter requires further
follow-up,Contractor will discuss a fee estimate with the City before incurring significant time. If
Contractor is requested to provide minor research or consultation service, it will estimate the
number of hours necessary to provide the requested services,and then provide a fee quote for the
City's approval before commencing any work. Contractor's fees for these services are generally at
our standard billing rates.".
8. OTHER SERVICES
A. GFOA Certificate of Achievement
The City has been awarded the Governmental Finance Officers Association (GFOA)
Certificate of Achievement for Excellence in Financial Reporting for thirty-four
consecutive years through fiscal year 2019. The City intends to annually submit its CAFR
to the GFOA Certification program and continue to receive the award. The City may
require minor assistance from Contractor relating to presentation or disclosure issues.
B. Additional Services
Contractor may be requested to perform special projects for the City throughout the
contract term. Because of variations in the demand for additional services from year to
year, such work will be contracted for, provided, and billed separately to the City based
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upon the hourly rates identified in Exhibit B.
9. MANDATORY AUDIT REQUIREMENTS
A. Audit Standards
A comprehensive financial audit is to be conducted annually and must:
1) Be conducted by an external auditor;
2) Include all city funds, departments, offices, divisions and programs;
3) State whether the books and records were kept in accordance with Generally Accepted
Accounting Principles;
4) Meet the legal requirements for Minimum Standards for Audits of Oregon Municipal
Corporations as prescribed by the Secretary of State in cooperation with the Oregon State
Board of Accountancy;
5) Report the audit was conducted in accordance with Generally Accepted Auditing
Standards;Generally Accepted Government Auditing Standards,Audits of State and Local
Government Units requirements established by the American Institute of Certified Public
Accountants;
6) Meet the Single Audit requirements of the federal government,if applicable.
The scope of each audit should be planned so as to preclude the necessity for exceptions arising
from scope limitations and should be sufficient to enable the selected audit firm to issue
management letters.
The partner and/or senior manager in charge of the City's audit must be a licensed municipal
auditor on the State of Oregon roster as identified in ORS 297.670.
B. Reports as Public Records
Reports covering examinations of financial statements, compliance with grant programs, and
management letters will be a matter of public record. Copies of all management letters,
together with the City's response to such letters, may be forwarded to municipal bond rating
agencies and other interested parties upon request. The audited financial statements may
appear in all official statements or other documents covering the sale of City securities. The
foregoing shall be subject to Section 27 of this Agreement.
C. Reporting Deadlines
Contractor will comply with the requirement of sending the audited financial statements to
the Secretary of State no later than December 31 after the June 30 fiscal year end.
D. Workpaper Retention
Materials and sets of working papers developed during the engagement will be maintained
according to Contractor's internal policies, provided that this Section 9(D) is in no way
intended to grant City access to Contractor's working papers.
E. Preparation of Final CAFT Document
The City is responsible for closing the books, preparing trial balances, reconciling accounts,
including bank accounts, and performing other management functions. City will prepare all
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necessary lead sheets, supporting schedules, draft CAFR and the component unit report for
TCDA and a schedule of expenditures of federal awards when applicable for each year of the
contract. City will also prepare and publish the CAFR, TCDA report and Single Audit after
the final review by the selected audit firm.
F. Meetings and Progress Reports
1) Commencement of Work
Pre-audit conferences with City staff will be held no later than June 15`'of each fiscal year
to discuss the audit schedules. Contractor will commence on the audit at a mutually
agreeable date.
2) Exit Conferences
Post-audit conferences to review the various reports and financial statements will be held
with appropriate City officials at a mutually agreeable date.
3) Council Meetings
Contractor may be required to be present at any meetings of the City Council when matters
regarding the audit or related reports are discussed. Meetings with individual Councilors
and/or managers may also be requested.
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EXHIBIT B
COST STRUCTURE
FEE SUMMARY
2022 2023
Financial Statement Audit-City $58,800 $60,900 $63,000
Financial Statement Audit- $5,300 $5,500 $5,700
TCDA
Single Audit(per major program) $9,600 $9,900 $10,200
Fees and expenses $0 $0 $0
Total $73,700 $76,300 $78,900
HOURS SUMMARY
City CAFR TCDAAudi-t Single Audit
Audit (per major
program)
Engagement Partner 15 5 5 25
Engagement Manager 40 0 5 45
Engagement Senior 100 10 15 125
Engagement Staff 190 10 40 240
Engagement Senior 25 5 10 40
Managers
Total 370 30 75 475
HOURLY RATES
Engagement Partner $490.00
Engagement Manager $240.00
Engagement Senior $210.00
Engagement Staff $175.00
Engagement Senior $410.00
Managers
Additional Services Contingency- $5,000.00
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