HomeMy WebLinkAboutMGT Impact Solutions LLC ~ 32500067
CITY OF TIGARD - CONTRACT SUMMARY & ROUTING FORM
Contract Overview
Contract/Amendment Number: 32500067
Contract Start Date: 05/19/2025 Contract End Date: 6/30/2028
Contract Title: Indirect Cost Allocation Plan Study
Contractor Name: MGT Impact Solutions LLC
Contract Manager: Eric Kang
Department: FIN
Contract Costs
Original Contract Amount: $45,500.00
Total All Previous Amendments: n/a
Total of this Amendment: n/a
Total Contract Amount: $45,500.00
Procurement Authority
Contract Type: Personal Services
Procurement Type: Formal RFP >$150K
Solicitation Number: n/a
LCRB Date: n/a
Account String: Fund-Division-Account Work Order – Activity Type Amount
FY 26 6002000-54001 $34,500.00
FY 26 6002000-54006 $6,000.00
FY 27 6002000-54006 $5,000.00
Contracts & Purchasing Approval
Purchasing Signature:
Comments: New contract – 2-year software agreement included @ $5,000 per year, additional $1,000 in year
one for data transfer.
DocuSign Routing
Route for Signature Name Email Address
Contractor A. Trey Traviesa Contracts@mgt.us
City of Tigard Eric Kang Eric.kang@tigard-or.gov
Final Distribution
Contractor Michelle Garrett mgarrett@mgt.us
Project Manager Eric Kang Eric.kang@tigard-or.gov
Project Manager
Buyer Rosie McGown rosie.mcgown@tigard-or.gov
Contract Number 32500067
CITY OF TIGARD, OREGON
PERSONAL SERVICES CONTRACT
INDIRECT COST ALLOCATION PLAN STUDY
THIS AGREEMENT made and entered into this 19th day of May 2025 by and between the City of
Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and MGT Impact
Solutions, LLC, hereinafter called Contractor, collectively known as the Parties.
RECITALS
WHEREAS, the City’s 2026 fiscal year budget provides for services related to conducting a study to
update the City’s indirect cost allocation plan; and
WHEREAS, City has need for the services of a company with a particular training, ability, knowledge,
and experience possessed by Contractor, and
WHEREAS, City has determined that Contractor is qualified and capable of performing the services
as City does hereinafter require, under those terms and conditions set forth,
THEREFORE, the Parties agree as follows:
1. SERVICES TO BE PROVIDED
Contractor will initiate services immediately upon receipt of City’s notice to proceed together
with an executed copy of this Agreement. Contractor agrees to complete work that is detailed
in Exhibit A, incorporated herein by reference.
2. EFFECTIVE DATE AND DURATION
This Agreement is effective upon the date of execution and expires on June 30, 2028, unless
otherwise terminated or extended. All work under this Agreement must be completed prior
to the expiration of this Agreement.
3. COMPENSATION
The City agrees to pay Contractor in accordance with the fee schedule outlined in Exhibit A.
The total amount paid to the Contractor by the City may not exceed Forty-Five Thousand
Five Hundred and No/100 Dollars ($45,500.00). Payments made to Contractor will be based
upon the following applicable terms:
A. Payment by City to Contractor for performance of services under this Agreement includes
all expenses incurred by Contractor, with the exception of expenses, if any, identified in
this Agreement as separately reimbursable.
B. Payment will be made in installments based on Contractor’s invoice, subject to the
approval of the City Manager, or designee, and not more frequently than monthly. Unless
otherwise agreed, payment will be made only for work actually completed as of the date
of invoice. Payments are due within Thirty (30) days of receipt of Contractor’s invoice.
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C. Payment by City releases City from any further obligation for payment to Contractor for
services performed or expenses incurred as of the date of the invoice. Payment may not
be considered acceptance or approval of any work or waiver of any defects therein.
D. 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.
E. 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.
F. Contractor will pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
G. Contractor will pay all contributions or amounts due the Industrial Accident Fund from
the contractor or any subcontractor.
H. 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, City’s Finance Director may pay such claim and charge the amount of the payment
against funds due or to become due the Contractor. The payment of the claim in this
manner does not relieve Contractor or their surety from obligation with respect to any
unpaid claims.
I. 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.
J. 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.
K. 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.
L. 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 WORK PRODUCT
City is the owner of and is entitled to possession of any and all work products of Contractor
which result from this Agreement, including any computations, plans, correspondence, or
pertinent data and information gathered by or computed by Contractor prior to termination
of this Agreement by Contractor or upon completion of the work pursuant to this Agreement.
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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. Notwithstanding the foregoing,
Contractor, or its permitted successive assignees or transferees, may assign or transfer this
Agreement or delegate any rights or obligations hereunder without consent: (i) to any entity
controlled by, or under common control with, Contractor, or its permitted successive
assignees or transferees; or (ii) in connection with a merger, reorganization, transfer, sale of
assets or change of control or ownership of Contractor, or its permitted successive assignees
or transferees.
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
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.
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 their
normal charge for the type of service provided.
8. INDEMNIFICATION
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 generally accepted professional practices and standards as well
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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.
Contractor agrees to indemnify and defend the City, its officers, employees, agents, and
representatives and hold them harmless from any and all liability, causes of action, claims,
losses, damages, judgments, or other costs or expenses, including attorney's fees and witness
costs (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), that may be asserted by any person
or entity which in any way arise from, during, or in connection with the negligent performance
of the work described in this Agreement or Contractor’s willful misconduct. Contractor shall
not indemnify for that portion of any claim, loss, or damage arising hereunder due to the sole
fault of the City. Such indemnification will also cover claims brought against the City under
state or federal worker's compensation laws. If any aspect of this indemnity is found to be
illegal or invalid for any reason whatsoever, such illegality or invalidity does not affect the
validity of the remainder of this indemnification.
9. INSURANCE
Contractor and its subcontractors must maintain insurance acceptable to City in full force and
effect throughout the term of this Agreement. 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
Agreement, Comprehensive General Liability Insurance covering Bodily Injury and
Property Damage on an “occurrence” form (CG 2010 1185 or equivalent). The policy
must be endorsed with Additional Insured, Per Project Aggregate, Products and
Completed Operations, and Personal & Advertising Injury endorsements. This coverage
must include Contractual Liability insurance for the indemnity provided under this
Agreement. The following insurance will be carried:
Coverage Limit
General Aggregate $2,000,000
Each Occurrence $1,000,000
B. 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.
If Contractor uses a personally-owned vehicle for business use under this Agreement, 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.
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C. Workers’ Compensation Insurance
All employers, including Contractor, that employ subject workers who work under this
Agreement in the State of Oregon must comply with ORS 656.017 and provide the
required Workers´ Compensation coverage, unless such employers are exempt under ORS
656.126. Contractor will ensure that each of its sub-contractors complies with these
requirements.
D. Additional Insured Provision
All required insurance 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.
E. 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.
F. 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.
G. Certificates of Insurance
As evidence of the insurance coverage required by the Agreement, 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 Agreement and include a copy of Additional Insured
Endorsement. A renewal certificate will be sent to the below address prior to coverage
expiration.
H. 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.
I. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general
liability 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
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Attn: Contracts and Purchasing Office
contractspurchasing@tigard-or.gov
At the discretion of the City, a copy of each insurance policy, 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.
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 MGT IMPACT SOLUTIONS, LLC.
Attn: Eric Kang Attn: Michelle Garrett
Address: 13125 SW Hall Blvd
Tigard, OR 97223
Address: 4320 West Kennedy Blvd., Ste. 200
Tampa, Florida 33609
Phone: (503) 718-2772 Phone: (813) 327-4717
Email: eric.kang@tigard-or.gov Email: contracts@mgt.us
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.
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14. TERMINATION WITH 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
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.
15. REMEDIES
Any violation or default entitles the City to terminate this Agreement, to pursue and recover
any and all damages that arise from the breach and the termination of this Agreement, and
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to pursue any or all of the remedies available under this Agreement, at law, or in equity,
including but not limited to:
1) Termination of this Agreement, in whole or in part;
2) Exercise of the right of setoff, and withholding of amounts otherwise due and owing to
Contractor, in an amount equal to City’s setoff right, including but not limited to City’s cost
to cure; and
3) Initiation of an action or proceeding for damages, specific performance, declaratory or
injunctive relief.
16. ACCESS TO RECORDS
City will have access to such books, documents, papers and records of Contractor as are
directly pertinent to this Agreement for the purpose of making audit, examination, excerpts
and transcripts.
17. HAZARDOUS MATERIALS
Contractor will comply with all federal Occupational Safety and Health Administration
(OSHA) requirements and all Oregon safety and health requirements. In accordance with
OSHA and Oregon OSHA Hazard Communication Rules, if any goods or services provided
under this Agreement may release, or otherwise result in an exposure to, a hazardous chemical
under normal conditions of use (for example, employees of a construction contractor working
on-site), it is the responsibility of Contractor to provide the City with the following
information: all applicable Safety Data Sheets, the identity of the chemical/s, how Contractor
will inform employees about any precautions necessary, an explanation of any labeling system,
and the safe work practices to prevent exposure. In addition, Contractor must label, tag, or
mark such goods.
18. 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
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.
19. NON-WAIVER
The failure of City to insist upon or enforce strict performance by Contractor 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.
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20. HOURS OF LABOR, PAY EQUITY
In accordance with ORS 279B.235, the following are hereby incorporated in full by this
reference:
A. Contractor may not employ an individual 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 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 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.
21. 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;
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.
22. 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.
23. EXTRA (CHANGES) WORK
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
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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.
24. STANDARD OF CARE
Contractor will perform all work under this Agreement with the care and skill used by
members of Contractor’s profession practicing under similar circumstances at the same time
and in the same locale (the “Standard of Care”). Should Contractor not meet the Standard of
Care, it must correct its work at its cost.
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.
25. 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.
26. 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.
27. 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.
28. 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
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.
29. AUDIT
Contractor will maintain records to assure conformance with the terms and conditions of this
Agreement and to assure adequate performance and accurate expenditures within the contract
period. Contractor agrees to permit City, the State of Oregon, the federal government, or their
duly authorized representatives to audit all records pertaining to this Agreement to assure the
accurate expenditure of funds.
30. 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.
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31. COMPLIANCE WITH TAX LAWS
Contractor represents and warrants that 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.
IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their
duly authorized officials.
CITY OF TIGARD MGT IMPACT SOLUTIONS, LLC
By: __________________________________
By: __________________________________
Name: _______________________________
Name: _______________________________
Title: ________________________________
Title: ________________________________
Date: ________________________________
Date: ________________________________
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A. Trey Traviesa
6/30/2025
CEO
Eric Kang
Finance Director
6/30/2025
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EXHIBIT A
SERVICES TO BE PROVIDED
INTRODUCTION
The purpose of the Indirect Cost Allocation Plan (“Plan”) is to ensure that the City of Tigard has a
basis for allocating direct and indirect costs, operating costs, equipment repair and replacement costs,
comprehensive overhead rates and internal service fund charges; and is accurately accounting for the
true cost of providing various services by and to each department. This Plan will identify eligible costs
and develop a methodology to allocate them to benefiting activities, in such a way that facilitates
budget predictability, smooths year-to-year volatility and fully funds services provided. Additionally,
best practices accounting standards and OMB 2 CFR Part 225 make it necessary for the City to
maintain a well-documented cost allocation plan that will help it to appropriately allocate general,
administrative and internal service costs in its budget; property identify overhead rates that can be
used in the calculation of billable hourly rates for federal and state grants, user fees, and
reimbursements from other governmental agencies and from other benefiting City funds and
activities.
SCOPE OF WORK
Contractor will provide adequate personnel and resources to accomplish an updated and complete
indirect cost allocation study.
Work under this contract includes, but is not limited to:
A. Determining the nature and extent of services provided by central services organizations.
B. Identifying the lowest reasonable activity level to calculate the full costs consistent with Office
of Management and Budget's (OMB) Uniform Guidance regulations.
C. Determining appropriate statistical data for allocating functional activity costs.
D. Performing cost analysis of the central service organizational unit.
E. Developing a cost allocation model, identifying disallowed OMB Uniform Guidance costs.
Model will allocate allowable functional cost activities of each central service organization to
the operational units of the City that benefit from or receive services from the central service
unit. Summarize the allocated costs by receiving department.
Contractor will prepare the City’s Cost Allocation Plan for direct and indirect costs, including
operating costs, equipment repair and replacement costs, comprehensive overhead rates and internal
service fund charges, (total cost plan and an OMB 2 CFR 225 plan), which include the following
elements:
1. Work with selected City staff to refine the project scope, purpose, uses and goals of the Plan
to ensure that the study will be both accurate and appropriate to the City’s needs. Review
project schedule and answer any questions pertaining to the successful development of the
study.
2. Meet with City staff and conduct interviews as needed to gain an understanding of the City’s
processes and operations. This includes where certain services and functions are performed
together or shared through cooperation between different departments. Costs should be
identified so that they can be allocated to and tracked by the appropriate department.
3. Identify the total cost of providing each City service at the appropriate activity level and in a
manner that is consistent with all applicable laws, statutes, rules, and regulations governing the
collection of fees, rates, and charges by public entities including, but not limited to, OMB 2
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CFR Part 225 standards.
4. Identify appropriate basis to allocate various costs for the City’s activities.
5. Develop a Cost Allocation Plan Model that allocates costs to various City programs and
activities and recovers costs for the providing departments and funds, using the most recent
budget and/or actual data for calculating the allocations and cost recovery. The requirements
of the model should allow for:
a. Additions, revisions, or removal of direct and overhead costs so that the full cost
allocation plan can be easily adapted to a range of activities, both simple and complex.
b. The ability for the City to continuously update the model and full cost allocation plan
from year to year as the organization changes.
c. The addition of hypothetical service area information for future service enhancements,
and the ability to calculate the estimated costs of providing the service under
consideration (i.e. adhoc analysis).
6. Develop issue papers on other matters that come to your attention in the course of your
evaluation that in your professional opinion the City should consider.
7. Present the Plan to the City’s project team and make necessary adjustments as requested.
8. Prepare and deliver presentations to the Council to facilitate their understanding of the Plan
and its implications for the City.
9. Work with the Finance Department in developing service provisions, cost categories, and
allocation criteria for current and future programs.
10. Provide the City with an electronic copy of the final Plan, including related schedules and cost
documentation in Microsoft Word and Microsoft Excel that can be edited and updated by
City staff to accommodate changes in the organization or changes in costs.
11. Prepare a final report of the Cost Allocation Plan and provide one unbound copy and a single
Microsoft Excel and PDF file of the Plan that can be made available to City staff. Models
tables, and graphs should be provided in Microsoft Excel. Any Cost Allocation Model
revisions developed will also be made available to the City in Microsoft Excel and PDF
formats, providing the ability to add, delete and/or update information as needed.
12. Provide a computer-based model in Microsoft Excel and Burso for adjusting the cost
allocations and/or allocation basis for the City’s current and future needs and provide the City
with an electronic copy of the final comprehensive study, including related schedules and cost
documentation in a format that can be edited and updated by City staff to accommodate
changes in the organization or changes in costs.
13. Consult with City staff should the need arise to defend the cost allocation plan because of
audits or other challenges.
14. Provide a plan and cost to annually update the cost allocation plan should the City decide to
contract for this service.
SPECIFIC PHASES AND TASKS
Phase 1 – Meetings with City Personnel and Data Collection
1. Contractor will meet with key City personnel including Finance and other key departments.
This meeting will refine project objectives, establish the final project schedule, and identify
potential pitfalls. Contractor will review the project approach with meeting participants and
make sure that all involved personnel fully understand how the cost allocation plan will be
developed and adopted, as well as conform to the City’s desired outcomes. Contractor will
also request from the City source financial and operational data at this time.
2. Contractor will then determine appropriate net allowable costs, including labor, for each
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central service (centralized administrative or support) department or division (such as
accounting, human resources, and information technology) while also identifying the primary
services (or functions) provided and the recipients of those services. Contractor will also
determine jointly with department personnel, optimal allocation bases or metrics to distribute
the identified service costs.
Phase 2 – Process Draft Cost Allocation Plan
1. Based on each central service department’s identified services, corresponding net costs service
recipients, and allocation base or metric, we will process a draft cost allocation plan. This draft
plan will be reviewed and refined based on several quality assurance activities. Our proprietary
cost allocation software will be used to process the cost allocation plan.
Phase 3 – Review Draft Results with City Personnel
1. After the draft cost allocation plan is prepared and reviewed internally, our consultants will
review the results with City personnel from Finance and key central service and receiving
departments. Inconsistencies will be reconciled, new data obtained as required, and the draft
cost allocation plan and indirect cost rates (if applicable) will be revised as necessary.
Phase 4 – Finalize Results and Ongoing Assistance
1. After Finance and other key department personnel have approved the final cost allocation
plan, we will prepare supplemental schedules, management reports, compliance verbiage, and
certifications as necessary or requested.
2. Preparation of comprehensive indirect cost rates based on the final 2 CFR Part 200 plan.
3. Deliver one unbound and an electronic cost allocation plan (excel and pdf format) to the City,
as well as electronic copies of all supporting documentation, including comparison and trend
reports, as requested.
4. Provide negotiation, audit defense, and technical assistance on an ongoing basis to City
personnel. We will be available and responsive to City personnel throughout the year to answer
questions or provide information.
5. Should the cognizant agency not approve the plan or rates, we will modify the analysis until
accepted.
PROJECT DELIVERABLES
The City will receive the following deliverables from Contractor:
Project Deliverables
1. A Final 2 CFR Part 200 compliant and Full cost allocation plan based on actual costs. The 2
CFR plan will allow the City to recover indirect costs from federal and state programs; whereas
the Full cost plan can be used internally to recover reimbursement from internal agencies for
the cost of services provided. These plans are prepared concurrently.
2. Burso provides a full range of management reports that compare costs across years (periods).
It also allows for comparison reports across different versions of plans, so that comparisons
using different allocation metrics can be evaluated.
3. Comprehensive Indirect cost rates based on the final 2 CFR cost allocation plan.
4. Continuous training, guidance, and assistance in applying the cost allocation plan.
5. If opportunities for the City to recover more direct or indirect costs, Contractor will share
them concisely in an issue paper.
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SCHEDULE MILESTONES
The City desires to have the Indirect Cost Allocation study completed by September 30, 2025. The
following tentative schedule will be finalized upon project kick-off.
Indirect Cost Allocation Plan Study Month
1 2 3 4
PHASE 1: MEETINGS WITH CITY PERSONNEL AND DATA COLLECTION
Project Director 4
Project Manager 8 8
Project Analyst 6 6
PHASE 2: PROCESS DRAFT COST ALLOCATION PLAN
Project Director 2
Project Manager 6 15 9
Project Analyst 4 24 8
PHASE 3: REVIEW DRAFT RESULTS WITH CITY PERSONNEL
Project Director 1 1
Project Manager 4 4
Project Analyst 8 8
PHASE 4 – FINALIZE RESULTS AND ONGOING ASSISTANCE
Project Director 4
Project Manager 8
Project Analyst 12
Total Hours 28 55 30 37
COST/RATE ESTIMATES
Contractor will bill for hours at the following rates for a total not to exceed $34,500:
Key Personnel Estimated
Hours
Hourly Fee
Rate Total
Project Director 12 $329 $3,948
Project Manager 62 $278 $17,236
Project Analyst 76 $139 $10,565
Technical Advisor 7 $393 $2,751
Grand Total 157 $34,500
City will pay Contractor $11,000 for two years of software subscription fees as outlined in the Burso
Subscription Agreement: Order Form (Exhibit C). Any ad-hoc consulting beyond the hours included
in any Year, pricing shown above will be billed at $400/hour and will be ordered through written
amendment to this Agreement.
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EXHIBIT B
CONTRACTOR’S PROPOSAL
See following pages.
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Submitted by:
PATRICK DYER
VICE PRESIDENT
3600 AMERICAN RIVER DRIVE
SUITE 150
SACRAMENTO, CA 95864
888.302.0899
PDYER@MGT.US
Proposal
JANUARY 30, 2025
RFP #2025-11
Indirect Cost Allocation Plan Study
City of Tigard, Oregon
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MGT.US
CITY OF TIGARD, OR
RFP #2025-11 | INDIRECT COST ALLOCATION PLAN STUDY
JANUARY 30, 2025
Table of Contents
TRANSMITTAL PAGE ............................................................................................. 1
FIRM QUALIFICATIONS AND PROJECT TEAM ...................................................... 3
FIRM PROFILE ......................................................................................................... 3
EXPERIENCE AND QUALIFICATIONS ..................................................................... 3
REFERENCES ........................................................................................................... 4
PROJECT UNDERSTANDING AND APPROACH ..................................................... 6
METHODOLOGY ...................................................................................................... 6
ESTIMATED SCHEDULE .......................................................................................... 8
PROJECT MANAGEMENT ...................................................................................... 9
PROJECT TEAM QUALIFICATIONS ........................................................................ 9
KEY PERSONNEL ..................................................................................................... 9
COST PROPOSAL ................................................................................................. 10
APPENDIX A. RESUMES ....................................................................................... 11
APPENDIX B. REQUIRED FORMS ......................................................................... 16
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RFP #2025-11 | INDIRECT COST ALLOCATION PLAN STUDY PAGE 1
Transmittal Page
January 30, 2025
Toni Riccardi, Contract & Purchasing
City of Tigard
13125 SW Hall Blvd.
Tigard, OR 97223
Dear Ms. Riccardi:
As the nation’s leading provider of government and public agency cost allocation plan (CAP)
solutions, specializing in maximizing administrative claiming and cost recovery on fees to
enhance financial health and fiscal sustainability, MGT Impact Solutions, LLC (MGT) is uniquely
well qualified to partner with the City of Tigard (City) to exceed all your expectations on this
Indirect Cost Allocation Plan Study project.
HOW CAN WE SUPPORT YOU?
Based on the City’s Request for Proposals (RFP), we understand you are seeking to support the
City’s ongoing growth and development and become an equitable community for all. Our
solutions are based on best practices, policies, and procedures for like-sized institutions. With a
proven track record of successfully completing hundreds of CAPs, indirect cost rate proposals,
and related services nationwide, MGT has developed a proprietary Software as a Service (SaaS)
solution for CAPs: Burso, designed around the needs of clients like you. Whether utilized by
MGT’s experienced and knowledgeable staff as a part of a consulting contract or used directly
by the City, Burso makes cost plan reporting easier for everyone. The following are the keys to
our successful methodology:
• Tailored Software Solution: Expertly designed for cost allocation, the software is fully
compliant with 2 Code of Federal Regulations (CFR) federal guidelines and accepted by
all state and federal agencies. MGT provides training on the software, and after the
structural set up has been completed, only updates would be required in the following
years, if applicable. Statistical and expenditure data is all uploaded directly from client
reports.
• Oregon Experience: MGT is highly familiar with the state of Oregon through its previous
cost plan projects with the City of Oregon City, City of Albany, City of Beaverton, and
Clackamas County, providing valuable insights and expertise in local government
operations and financial planning.
• Unmatched Cost Allocation Expertise: With over 50 years of combined experience,
MGT’s project teams lead the nation in cost allocation solutions.
• Ironclad Compliance: Each plan is meticulously reviewed by both MGT’s senior staff and
the City’s project officer, ensuring full compliance with local, state, and federal
regulations.
• Trusted Advisor: From start to finish, MGT will serve as the City’s dedicated advisor,
guiding the project and delivering results with unwavering expertise.
With a proven track record of successfully completing hundreds of CAPs, indirect cost rate
proposals, and related services nationwide, MGT understands that the City’s needs extend far
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RFP #2025-11 | INDIRECT COST ALLOCATION PLAN STUDY PAGE 2
beyond the project deliverables. We pride ourselves on having the most experienced and
knowledgeable CAP consultants in the country, with a deep understanding of the latest federal
and state requirements and best practices for local governments.
MGT CONTACT INFORMATION
PROJECT LEADER /
PROPOSAL CONTACT
Michelle Garrett | Senior Manager
8200 S. Quebec, Suite A3 #184 | Centennial, CO 80112
P: 303.807.6331 | Email: mgarrett@mgt.us
MGT HEADQUARTERS
MGT Impact Solutions, LLC
4320 West Kennedy Boulevard | Tampa, Florida 33609
P: 888.302.0899 | Fax: 850.385.4501 | www.mgt.us
FEIN: 81-0890071
INDIVIDUALS
AUTHORIZED TO
COMMIT FIRM
Patrick Dyer | Vice President
3600 American River Drive, Suite 150 | Sacramento, California 95864
P: 888.302.0899 | Email: pdyer@mgt.us
Robert Holloway | Senior Vice President
4320 West Kennedy Boulevard, Suite 200 | Tampa, Florida 33609
888.302.0899 | Email: rholloway@mgt.us
A. Trey Traviesa | CEO & Chairman of the Board
4320 West Kennedy Boulevard, Suite 200 | Tampa, Florida 33609
P: 888.302.0899 | Email: ttraviesa@mgt.us
Carla Luke | Chief Financial Officer
4320 West Kennedy Boulevard, Suite 200 | Tampa, Florida 33609
P: 888.302.0899 | Email: cluke@mgt.us
The following proposal has been tailored to your specifications and provides a detailed plan of
how we will partner with you to meet your objectives. Thank you for the opportunity to present
our qualifications to the City of Tigard. If you have questions on any aspect of our proposal,
please contact Michelle Garrett at 303.807.6331 or by email at mgarrett@mgt.us.
Sincerely,
Patrick J. Dyer, Vice President
Authorized to Bind the Firm
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RFP #2025-11 | INDIRECT COST ALLOCATION PLAN STUDY PAGE 3
Firm Qualifications and Project
Team
Firm Profile
Impacting communities for good.
MGT Impact Solutions, LLC
MGT Impact Solutions, LLC (MGT) is a national
research and management consulting firm
specializing in providing management and
financial services to government clients. Founded
in 1974, MGT is a limited liability company owned
by the current and retired partners, principals, and
consultants of the firm. The advantage of this
ownership structure to our clients is that every
member of the firm has a vested interest in the
successful completion of every project, for every
client.
Our Commitment
MGT embraces the most complex challenges on
the leadership agenda, with deep commitment,
agility, and local expertise to make a measurable
and profound impact. Simply stated, We are
impacting communities for good.
A Social Impact Commitment
Experience and Qualifications
Incomparable Cost Allocation Expertise.
DEFINED BY IMPACT
Making a profound impact on society is at the heart of who we are and what we do. City of
Tigard should be proud to make a difference in the lives of the citizens in your community,
and we are proud to work with you toward this goal. Our team empowers organizations
through innovations in people, processes, and technology to lift and strengthen your
solutions.
MGT | FIRST LOOK
Name: MGT Impact Solutions, LLC (MGT)
Locations: Headquarters Address:
4320 West Kennedy Boulevard I Tampa, FL;
branch offices nationwide.
Cooperative Contracts:
ASC 20-7359, 24-7484
OMNIA LS4612
TIPS 220601, 220802, 230105
TXShare 2024-019
Structure: Privately held, employee-owned,
client-driven Limited Liability Company.
Lines of Business: Strategy and
Implementation, Performance and
Operations, IT Infrastructure, and Cyber
Security and Resilience for public sector
and commercial companies.
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RFP #2025-11 | INDIRECT COST ALLOCATION PLAN STUDY PAGE 4
MGT Financial Solutions Group
The MGT Financial Solutions Group provides cost allocation plan preparation, user fee study
and indirect cost rate calculation services to government entities in over 30 states including
Oregon.
In the past five years, our consultants have prepared more than 300 hundred cost allocation
plans and studies for cities, and counties ranging in population from a few thousand to over
three million.
Our proposed Project Director, Ms. Meredith Miller, and our proposed Project Manager, Ms.
Michelle Garrett, and Project Analyst, Ms. Giselle Lerma, successfully provide cost allocation
services to cities and counties in Oregon as well as for cities and counties across the U.S.
EXPERIENCE IN OREGON
The following table is a list of Oregon clients currently or recently receiving cost allocation and
indirect cost rate calculation services from MGT Financial Services consultants.
City of Oregon City
City of Albany
City of Beaverton
Clackamas County
Oregon Dept. of Revenue
References
A leader in cost allocation services.
These three references are for current MGT cost allocation clients receiving services from the
MGT consultants proposed for the City.
JEFFERSON COUNTY CITY OF BEAVERTON CITY OF OREGON CITY
Bradley Wolf
Senior Financial Analyst
303.271.8553
Bawolf@jeffco.us
100 Jefferson County Parkway,
Golden, CO 80419
Peter Rhodes
Senior Financial Manager
503.526.2532
prhodes@beavertonoregon.gov
PO Box 4755, Beaverton, OR
97076
Matt Zook
Finance Director
503.496.1525
mzook@orcity.org
625 Center Street, Oregon City,
OR 97045
Management and Organizational Capabilities
MGT applies proven project management methodologies honed through years of experience to
deliver results that are on time, on budget, and exceed client expectations. Our extensive
workload management ensures the City will receive the same high-quality, timely service as all
our clients. By scheduling cost plan submissions in September and March, the City benefits
from focused attention and efficient service, as these months fall outside peak periods when
most municipalities submit state filings in June and December.
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RFP #2025-11 | INDIRECT COST ALLOCATION PLAN STUDY PAGE 5
Each team member is ready to begin work upon receipt of a signed contract. If additional
resources are needed during the project or if the schedule accelerates, MGT can draw from a
team of 17 experienced staff, 8 of whom have over 15 years of expertise. Our standardized
procedures, processes, and reporting frameworks ensure effective project delivery, and we are
fully committed to dedicating the necessary resources to meet all requirements and timelines.
Quality Control
The hundreds of cost plans prepared by this team provide standardized procedures that are
followed in regard to the review and analysis of all cost plans prepared and guarantee
uncompromising quality. To enhance quality and promote effective communication, we have
intentionally kept our project team at an efficient size; while ensuring we have the full range of
knowledge and skills required for this significant project. Over the years, we have found that a
small group of dedicated team members produces a better product than a large group of
professionals who perform small segments of the work. Accordingly, we make clear
assignments to experts who understand the full range of issues involved.
Cost and Schedule Controls
MGT leverages Mavenlink, a project management and monitoring software tool to track key
components of the project, including project schedule, resources, timelines, risks, and
milestones. The work plan may be adjusted if additional information is acquired between
submission and project start date. From the work plan, the MGT team will develop a detailed
schedule. Hours expended by project team members are closely monitored by the Project
Director to ensure the project remains on schedule and within budget. If additional staff
resources or other resources are needed to adhere to the timeline, MGT has the corporate
capacity and flexibility to make these additions.
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Project Understanding and
Approach
Strict adherence to a detailed work plan and schedule specifically
designed for providing quality cost allocation services.
Methodology
We utilize a cost allocation plan methodology that incorporates years of experience applying 2
CFR Part 200 principles into a systematic, yet flexible, multi-step approach to raise the accuracy
and acceptance of cost allocation plan results. This methodology has been reviewed and
accepted by state agencies, federal cognizant agencies, internal auditors, and external auditors
in multiple states, including Oregon.
Specific Phases and Tasks
The following four-phase work plan has been refined over many years to provide a methodology
that produces compliant cost allocation plans that include internal service funds and the
development of indirect cost rates with minimal disruption to our client’s workload.
Phase 1 – Meetings with City Personnel and Data Collection
• Meet with key City personnel including Finance and other key departments. This meeting
will refine project objectives, establish the final project schedule, and identify potential
pitfalls. We will review our project approach with meeting participants and make sure
that all involved personnel fully understand how the cost allocation plan will be
developed and adopted, as well as conform to the City’s desired outcomes. We will also
request from the City source financial and operational data at this time.
• We will then determine appropriate net allowable costs, including labor, for each central
service (centralized administrative or support) department or division (such as
accounting, human resources, and information technology) while also identifying the
primary services (or functions) provided and the recipients of those services. We will
also determine jointly with department personnel, optimal allocation bases or metrics to
distribute the identified service costs.
Phase 2 – Process Draft Cost Allocation Plan
• Based on each central service department’s identified services, corresponding net costs,
service recipients, and allocation base or metric, we will process a draft cost allocation
plan. This draft plan will be reviewed and refined based on several quality assurance
activities. Our proprietary cost allocation software will be used to process the cost
allocation plan.
Phase 3 – Review Draft Results with City Personnel
• After the draft cost allocation plan is prepared and reviewed internally, our consultants
will review the results with City personnel from Finance and key central service and
receiving departments. Inconsistencies will be reconciled, new data obtained as
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RFP #2025-11 | INDIRECT COST ALLOCATION PLAN STUDY PAGE 7
required, and the draft cost allocation plan and indirect cost rates (if applicable) will be
revised as necessary.
Phase 4 – Finalize Results and Provide Ongoing Assistance
• After Finance and other key department personnel have approved the final cost
allocation plan, we will prepare supplemental schedules, management reports,
compliance verbiage, and certifications as necessary or requested.
• Preparation of comprehensive indirect cost rates based on the final 2 CFR Part 200 plan.
• Deliver one unbound and an electronic cost allocation plan (excel and pdf format) to the
City, as well as electronic copies of all supporting documentation, including comparison
and trend reports, as requested.
• Provide negotiation, audit defense, and technical assistance on an ongoing basis to City
personnel. We will be available and responsive to City personnel throughout the year to
answer questions or provide information.
• Should the cognizant agency not approve the plan or rates, we will modify the analysis
until accepted.
PROJECT DELIVERABLES
The City will receive from MGT consultants the following services:
Project Deliverables
1. A Final 2 CFR Part 200 compliant and Full cost allocation plan based on actual costs.
The 2 CFR plan will allow the City to recover indirect costs from federal and state
programs; whereas the Full cost plan can be used internally to recover
reimbursement from internal agencies for the cost of services provided. These plans
are prepared concurrently.
2. Burso provides a full range of management reports that compare costs across years
(periods). It also allows for comparison reports across different versions of plans, so
that comparisons using different allocation metrics can be evaluated.
3. Comprehensive Indirect cost rates based on the final 2 CFR cost allocation plan.
4. Continuous training, guidance, and assistance in applying the cost allocation plan.
5. If opportunities for the City to recover more direct or indirect costs, we’ll share them
concisely, as outlined in the RFP’s issue paper requirement.
Project Management
Each of our proposed senior-level consultants is an expert in applying various project
management methods and techniques to cost allocation projects. This expertise is rooted in
completing hundreds of CAPs, many for jurisdictions similar in size to the City, and many
requiring negotiations with state and federal auditors. Additionally, all MGT consultants attend
regular peer group reviews and training sessions to continuously refine project management,
client service, and 2 CFR Part 200 knowledge and skills.
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RFP #2025-11 | INDIRECT COST ALLOCATION PLAN STUDY PAGE 8
Our approach is built on a proven framework of standardized procedures, processes, and
communication strategies, refined through years of experience. We develop project timelines
and milestones while anticipating and addressing typical obstacles and challenges that may
arise. MGT’s team understands exactly what needs to be done to meet each client’s unique
needs and circumstances effectively – resulting in the most efficient project. Aside from fixed
deadlines and milestones, however, the framework is flexible to accommodate each client and
even each annual project for recurring clients.
Estimated Schedule
These tasks will lead to the completion of the CAP in four months, assuming key data is made
available in a timely manner. The following table represents the estimated amount of time to
provide the proposed services.
Indirect Cost Allocation Plan Study Month Ongoing
1 2 3 4
PHASE 1: MEETINGS WITH CITY PERSONNEL AND DATA COLLECTION
Project Director 4
Project Manager 8 8
Project Analyst 6 6
PHASE 2: PROCESS DRAFT COST ALLOCATION PLAN
Project Director 2
Project Manager 6 15 9
Project Analyst 4 24 8
PHASE 3: REVIEW DRAFT RESULTS WITH CITY PERSONNEL
Project Director 1 1
Project Manager 4 4
Project Analyst 8 8
PHASE 4 – FINALIZE RESULTS AND PROVIDE ONGOING ASSISTANCE
Project Director 4
Project Manager 8
Project Analyst 12
Total Hours 28 55 30 37
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RFP #2025-11 | INDIRECT COST ALLOCATION PLAN STUDY PAGE 9
Project Management
Project Team Qualifications
Proposed Project Manager’s Experience
Michelle Garrett will serve the City as Project Manager. In this role, they will participate in day-to-
day activities such as meeting with department personnel, collecting data, processing data,
reviewing draft calculations with the Project Director, and preparing final documents.
Michelle Garrett has over 20 years of cost plan experience working with local governmental
agencies. She has worked with dozens of jurisdictions, including all of the Oregon municipalities
as well as many cities and counties in Colorado, Arizona, New Mexico, and California. Michelle
has led and managed hundreds of cost plans and other fiscal analysis projects from start to
finish.
MGT’s Principal Member Involvement
MGT’s Project Director is the primary person responsible for ensuring the resources to conduct
the project are available throughout the project and that the team fulfills all contractual
requirements, produces a quality report, and meets all project deadlines. They have final
authority for the project and deliverables and help
resolve conflicts over any project issues. MGT’s Chief
Executive Officer oversees over 900 employees
serving State & Local Government, Education, and
Technology markets.
Key Personnel
There will be four key personnel assigned to this
project. This project team has the availability and
bandwidth to successfully complete this project. The
personnel described in our proposal are the professionals who will provide the services for this
project. The key staff will be available and actively engaged in this project for the duration. No
key person will be removed or replaced without the prior written concurrence of the City. The
Project Director will address any questions or concerns throughout the project and will be
available to attend on-site interviews and necessary meetings, and present the final report
findings to the City staff and stakeholders. The Project Manager will lead client meetings and
interviews and be responsible for managing the project on a day-to-day basis. MGT’s Technical
Advisor provides years of subject-matter expertise and will ensure team members are regularly
informed about relevant research and analysis related to the project and will weigh in on more
complex issues if they arise. The Project Analyst will work in close contact with MGT’s Project
Director, Project Manager, and key City employees as appropriate to customize and execute
each work task and fulfill the City’s stated expectations.
RESUMES
More detailed project team resumes that include information on direct relevant experience,
demonstrated performance record, and unique qualifications are provided in Appendix A.
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CITY OF TIGARD, OR | JANUARY 30, 2025
RFP #2025-11 | INDIRECT COST ALLOCATION PLAN STUDY PAGE 10
Cost Proposal
Defined by Impact. Driven by People.
Dedicated to the Community.
MGT proposes to perform the services included in this proposal for a fixed fee of $34,500. This
budget will provide the City with 157 consulting hours, which will provide the City with ample
time and resources to produce a CAP as described in the scope of services. Estimated
expenses are shown for anticipated travel, copying, and other costs related to the scope of
work. Only actual expenses will be charged. Travel is not expected but if it does happen it will be
charged at actual cost and miscellaneous minor costs, such as copying will be included in the
fixed fee.
Key Personnel Estimated
Hours
Hourly Fee
Rate Total
Project Director 12 $329 $3,948
Project Manager 62 $278 $17,236
Project Analyst 76 $139 $10,565
Technical Advisor 7 $393 $2,751
GRAND TOTAL 157 $34,500
Two Year Extension Total
2nd year $36,250
3rd year $38,000
As another option in the 2nd year, Burso could be licensed for a fee of $5,000 with consulting
hours added on at an additional cost of $400/hour.
Additional years’ pricing would need to be negotiated.
Method of Payment
MGT will provide invoices to the City according to the above milestones, or in three installments,
as outlined below. It is customary for MGT to invoice 10% of the contract price at the time of
project initiation or contract execution. This invoiced amount covers MGT’s efforts on strategy
sessions, preliminary on-site meetings, project planning, and items not tied to fixed fee tasks
outlined in the proposal. The second installment of 80% will be invoiced after the delivery of
draft documents. The third installment of the remaining 10% will be invoiced after delivery of the
final deliverables and project completion.
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CITY OF TIGARD, OR | JANUARY 30, 2025
RFP #2025-11 | INDIRECT COST ALLOCATION PLAN STUDY PAGE 11
Appendix A. Resumes
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APPENDIX A. RESUMESAPPENDIX A. RESUMES
CITY OF TIGARD, OR | JANUARY 30, 2025
RFP #2025-11 | INDIRECT COST ALLOCATION PLAN STUDY PAGE 12
Areas of Expertise
• Government Cost Allocation
Plans (2 CFR Part 200)
• Full Cost Allocation Plans
(GAAP)
• User Fee Studies
• Jail Rate Studies
• Indirect Cost Rate Proposals
• Cost Analysis
• SB 90 Claim Preparation and
Reimbursement
• Management Auditing
• Financial Compliance and
Reporting
• Public Sector Consulting
• Strategic Financial Planning
• Performance Solutions and
Optimization
Education
• B.B.A., The University of Texas
at Austin, 2008
Meredith Miller
Director
Meredith Miller is a highly experienced Director with MGT,
specializing in governmental cost-of-service studies for over
fourteen years. She has an extensive background in local
government consulting, focusing on cost allocation development,
cost of services, user fee rate development, SB 90 reimbursement,
and management auditing. Her expertise spans numerous cities
and counties across Texas, California, Louisiana, Nevada, New
Mexico, Colorado, Oklahoma, Minnesota, and Kansas. Additionally,
Meredith has worked with state agencies in Alabama, Kansas, New
Mexico, Oregon, Mississippi, and Arizona, negotiating indirect cost
rates with various cognizant agencies.
Before joining MGT, Meredith was a Senior Consultant at MAXIMUS,
where she prepared cost allocation plans, indirect cost rate studies,
user fee studies, and claims for several jurisdictions. Her recent
projects include cost allocation plans and user fee studies for major
cities such as Fullerton, CA, Fort Worth, TX, and Las Vegas, NV.
Meredith is known for her ability to develop and defend
comprehensive financial plans, ensuring maximum reimbursement
and compliance with federal guidelines.
Selected Project Highlights
City of El Paso, TX
Cost Allocation, Local
Alabama Department of
Conservation and Natural
Resources
Cost Allocation and Indirect Cost
Rates, State
Dallas Sustainable
Development and Construction
Department, TX
Development Services Fee
Calculations
Work Experience
MGT Impact Solutions, LLC, Director, 2019-Present
MAXIMUS Consulting Services, Senior Consultant, 2008-2019
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APPENDIX A. RESUMESAPPENDIX A. RESUMES
CITY OF TIGARD, OR | JANUARY 30, 2025
RFP #2025-11 | INDIRECT COST ALLOCATION PLAN STUDY PAGE 13
Areas of Expertise
• Federal Cost Allocation Plans
(2 CFR Part 200)
• Full Cost Allocation Plans
(GAAP)
• User Fee Studies
• Indirect Cost Rate Proposals
(ICRP)
• Charge Back and Billing Rate
Models
• Daily Jail Rate
• Regulated Cannabis/Marijuana
Cost Analyses
Education
• M.A.c.c., University of Missouri,
Columbia
• B.S., Business Administration,
Northern Arizona University
Michelle Garrett
Manager
Michelle Garrett, a seasoned Manager at MGT, brings over fifteen
years of invaluable experience in cost accounting consulting to her
role. Her tenure at MGT has been marked by the meticulous
preparation of cost allocation plans, user-fee studies, indirect cost
rate calculations, and other essential management documents for
numerous cities and counties across the nation. Michelle's
expertise extends to negotiation with federal and state authorities,
adept audit defense strategies, and tailored cost analyses tailored
to meet the specific needs of public-sector clients. She boasts a
proven track record of compliance with, and successful negotiation
of cost allocation plans with state and federal cognizant agencies.
Michelle's academic achievements are equally impressive, having
earned her Bachelor of Science in Business Administration with
honors from Northern Arizona University and her Master in
Accountancy with honors from the University of Missouri. Her
dedication and proficiency were further demonstrated by passing
the CPA exam on her first sitting. With a notable emphasis on
Colorado, Michelle has demonstrated her proficiency by preparing
cost allocation plans, user fee studies, and indirect cost rate
calculations for cities and counties across various states, including
Arizona, Hawaii, New Mexico, California, Florida, Tennessee, and
Oklahoma. Her extensive experience, particularly with over 75 cities
and counties in Colorado, underscores her ability to consistently
deliver exceptional cost allocation plans tailored to the unique
requirements of each jurisdiction.
Selected Project Highlights
Delta County, CO
Cost Allocation Plans
City and County of Denver, CO
Cost Allocation Plans
Special District Cost Rates
Work Experience
MGT Impact Solutions, LLC, Senior Manager, 2004-Present
Public Resource Management (PRM), Consultant
Sloan’s Lake HMO, Senior Accountant
Reinsurance Group of America, Accountant
Coopers & Lybrand, LLP, Senior Audit Associate
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APPENDIX A. RESUMESAPPENDIX A. RESUMES
CITY OF TIGARD, OR | JANUARY 30, 2025
RFP #2025-11 | INDIRECT COST ALLOCATION PLAN STUDY PAGE 14
Areas of Expertise
• Cost Allocation Plans in accord
with 2 CFR Part 200 and GAAP
• Statewide Cost Allocation
Plans (SWCAPs)
• Indirect Cost Rate Proposals
(ICRPs)
• Daily Jail Rate, Booking Fee
Analyses
• Sub-Grantee Indirect Cost
Policies, Procedures, Models
• Fund Cost Recovery
Maximization
• Personal Activity Reporting
System Implementation
• Internal Service Funds Charge-
Back Rate Methodologies and
Rates Development and
Negotiation
Education
• B.S., Business Accounting,
University of Kansas
Bret Schlyer
Vice President
Bret Schlyer has more than 25 years of experience assisting state
and local government clients. His work and consulting project
engagement have provided him with theoretical and practical
experience in the analysis and costing of governmental operations.
He has broad experience with federal cost determination standards;
generally accepted accounting principles and procedures; and
governmental budgeting, finance, accounting, and operations.
Mr. Schlyer is a nationally recognized authority on federal cost
principles and their impact on state and local governments. He has
made numerous presentations to and published articles for
governmental organizations on the development and application of
federal cost allocation plans, indirect cost rates, charge-back rates,
and compliance with federal cost principles. He has provided
training at several state Association of Governmental Accountants
and Governmental Finance Officer Association professional
development conferences. In addition, he has given presentations
on federal costing principles, cost analysis, and cost recovery
subjects to state agencies and local entities in more than a dozen
states.
Selected Project Highlights
Navajo Nation
Indirect Cost Rate Proposal
State of Nevada
Statewide Cost Allocation Plans
State of Louisiana
Internal Service Fund Rate Setting
City of Harrisonville, MO
Enterprise Fund Transfer Policy
St. Louis County, MO
Cost Allocation Plans; Indirect
Cost Rates
Work Experience
MGT Impact Solutions, LLC, Vice President, 2008-Present
Maximus, Inc., Director, Financial Services Division
David M. Griffith & Associates, LTD. (DMG), Consultant
Kansas Corporation Commission, Administrative Officer
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APPENDIX A. RESUMESAPPENDIX A. RESUMES
CITY OF TIGARD, OR | JANUARY 30, 2025
RFP #2025-11 | INDIRECT COST ALLOCATION PLAN STUDY PAGE 15
Areas of Expertise
• Data Mining, Analytics and
Visualization
• Forecasting and Reporting
• Financial Services
• SQL, R, Stata
Education
• M.A., Economics, University of
Nevada
• B.S., Business Administration:
Economics, University of
Nevada
Professional Development &
Speaking Engagements
• Published Research on
Transportation Innovations in
Transportation Research
Journal and Transport Policy
• Lecturer on Transportation
Innovations
Giselle Lerma
Analyst
Giselle Lerma is an experienced analyst, focusing her skills on cost
allocation plans for MGT. She obtained her bachelor’s and master’s
degrees in economics with a focus on economic growth and
development from the University of Nevada, Las Vegas. Her
background in analytics allows her to produce inquisitive solutions,
reports, and visualizations.
Prior to joining MGT, Giselle worked at The Venetian Resort as a
revenue management analyst. As part of the yield team, she
focused primarily on data analytics, modeling, and forecasting to
build reports and visualizations. While completing coursework for
her master’s degree, she worked as a faculty assistant for the
university’s economics department. From 2019 to 2020, Ms. Lerma
completed an internship with OneMain Financial gaining experience
in risk management, advisory and consulting, and financial planning
and analysis.
Selected Project Highlights
Alpena County, MI
Cost Allocation Plan
Boulder County, CO
Cost Allocation Plan
City of Flagstaff, AZ
Cost Allocation Plan
City of Las Cruces, NM
Cost Allocation Plan
Kiowa County, CO
Cost Allocation Plan
Oregon Department of
Administration
Cost Allocation Plan
San Mateo County Sheriff, CA
Cost Allocation Plan
San Miguel County, CO
Cost Allocation Plan
Siskiyou County, CA
Cost Allocation Plan
Yuma County, CO
Cost Allocation Plan
Work Experience
MGT Impact Solutions, LLC, Analyst, 2024-Present
The Venetian Resort, Revenue Management Analyst, 2021-2024
Nevada System of Higher Education – UNLV, Economics Faculty
Assistant, 2020-2022
OneMain Financial, Personal Loan Specialist and Consultant Intern,
2019-2020
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APPENDIX B. REQUIRED FORMSAPPENDIX B. REQUIRED FORMS
CITY OF TIGARD, OR | JANUARY 30, 2025
RFP #2025-11 | INDIRECT COST ALLOCATION PLAN STUDY PAGE 16
Appendix B . Required Forms
Completed forms are provided on the following pages.
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ATTACHMENT A
PROPOSAL CERTIFICATIONS
The Contractor agrees not to discriminate against any client, employee or applicant for employment or for
services, because of race, color, religion, sex, national origin, handicap or age with regard to, but not limited
to, the following: employment upgrading, demotion or transfer; recruitment or recruitment advertising; layoffs
or termination; rates of pay or other forms of compensation; selection for training; rendition of services. It is
further understood that any Contractor who is in violation of this clause will be barred from receiving awards
of any contract from the City, unless a satisfactory showing is made that discriminatory practices have
terminated and that a recurrence of such acts is unlikely.
Agreed by:
Contractor Name:
*****************************************
Resident Certificate
Please Check One:
Resident Contractor: Contractor has paid unemployment taxes and income taxes in this state during
the last twelve calendar months immediately preceding the submission of this proposal.
Or
Non-resident Contractor: Contractor does not qualify under requirement stated above.
(Please specify your state of residence: )
Officer’s signature:
Type or print officer’s name:
MGT Impact Solutions, LLC
Florida
x
A. Trey Traviesa CEO MGT Impact Solutions, LLC
A. Trey Traviesa
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ATTACHMENT B
PROPOSAL FORM
RFP 2025-11 – Indirect Cost Allocation Plan Study
The Contractor named below submits this proposal in response to the Request for Proposals (RFP) for the
contract named above and warrants that the Contractor has carefully reviewed the RFP and that this proposal
represents the Contractor’s full response to the requirements described in the RFP.
The Contractor further warrants that if this proposal is accepted, the Contractor agrees to all terms and
conditions found in the sample contract (Attachment C), and will provide all necessary labor, materials,
equipment, and other means required to complete the work in accordance with the requirements of the RFP
and contract documents. The Contractor hereby acknowledges the requirement to carry or indicates the ability
to obtain the insurance required in the sample contract.
Indicate in the affirmative by initialing here: ______
The Contractor certifies that the proposal has been arrived at independently and has been submitted without
any collusion designed to limit competition.
The Contractor hereby acknowledges receipt of Addendum Nos. ___,___,___,___,___ to this RFP.
Name of Contractor:
Business Address:
Telephone Number:
Fax Number:
Email Address:
Authorized Signature:
Printed/Typed Name:
Title:
Date:
Robert Holloway
MGT Impact Solutions, LLC
4320 West Kennedy Boulevard, Ste 200, Tampa, Florida 33609
888.302.0899
N/A
proposals@mgt.us
Senior Vice President
1/27/24
Docusign Envelope ID: E7A3B180-C8BE-4567-BEF7-793E4EC243F7
__________________________________________________________________________________________
City of Tigard | 13125 SW Hall Blvd., Tigard, OR 97223 | www.tigard-or.gov
City of Tigard
FINANCE AND INFORMATION SERVICES
Solicitation Response Form
ITB/RFP Number and Title: __________________________________________________________
Firm Name: ______________________________________________________________________
Address: ______________________________________________________________________
______________________________________________________________________
Phone: ______________________________ Email:________________________________________
Point of Contact: ____________________________________________________________________
Is your firm certified by the State of Oregon Certification Office for Business Inclusion and Diversity?
Yes No
If yes, check all that apply:
Disadvantaged Business Enterprise (DBE)Service-Disabled Veteran (SVE)
Woman-owned Business Enterprise (WBE)Emerging Small Business (ESB)
Minority-owned Business Enterprise (MBE)
I have read and thoroughly understand the disclaimer, instructions, and all other conditions related to
downloading solicitation documents from the City of Tigard’s web page.
I hereby attest that this information, to the best of my knowledge, is valid and correct.
Signature:
Date: _______________________________
Next Step: When you have completed this form, please send it to Contracts & Purchasing Office to be
added to the plan holders list for this solicitation:
Email: ContractsPurchasing@tigard-or.gov
Submit:
RFP 2025-11 / Indirect Cost Allocation Plan Study
MGT Impact Solutions, LLC
4320 West Kennedy Boulevard, Ste 200, Tampa, Florida 33609
888.302.0899 proposals@mgt.us
Michelle Garrett
n
1/27/24
Click to Submit Form
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Docusign Envelope ID: E7A3B180-C8BE-4567-BEF7-793E4EC243F7
EXHIBIT C
BURSO SUBSCRIPTION AGREEMENT
Refer to attached MGT IMPACT SOLUTIONS, LLC Burso Subscription Agreement Order Form.
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MGT IMPACT SOLUTIONS, LLC
Burso SubscripƟon Agreement
Order Form
This SubscripƟon Agreement: Order Form (this "Order Form") incorporates the aƩached SubscripƟon Agreement: Terms
and CondiƟons (the "T&Cs"). Signing this Order Form consƟtutes the ParƟes' acceptance of the T&Cs. Capitalized terms used
but not defined in this Order Form shall have the respecƟve meanings given to them in the T&Cs.
1. Subscriber InformaƟon.
Subscriber: City of Tigard
Mailing Address: 13125 SW Hall Boulevard, Tigard OR 97223
Primary contact name: Eric Kang
Primary contact email address: eric.kang@Ɵgard-or.gov
Primary contact phone: 503.718.2776
2. Term.
EffecƟve Date: 4/1/2026
IniƟal Term: [2] Two calendar years beginning on the EffecƟve Date
Renewal Term: none
3. Pricing.
Fees:
IniƟal Term, Year 1 - (April 1, 2026 – March 31, 2027): Six Thousand ($6,000)
U.S. Dollars payable in equal quarterly installments for Transfer of One Cost
AllocaƟon Plan into Burso, and the Burso Base subscrip Ɵon including: 0 hours
of consulƟng.
IniƟal Term, Year 2 - (April 1, 2027 – March 31, 2028): Five Thousand ($5,000)
U.S. Dollars payable in equal quarterly installments for the Burso Base
subscripƟon including: 0 hours of consulƟng.
Total; Eleven Thousand ($11,000) U.S. Dollars.
4. AddiƟonal Terms and CondiƟons.
Each year of subscripƟon includes technical support for the Burso system. Any ad-hoc consul Ɵng beyond the hours
included in any Year, pricing shown above will be billed at $400/hour.
[REMAINDER OF PAGE LEFT BLANK – SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the ParƟes have caused their duly authorized representaƟves to sign this Order Form on their behalf.
Each individual signing below on behalf of a Party personally represents that he or she has been duly authorized to sign this
Order Form on behalf of the Party.
CITY OF Tigard, OR MGT IMPACT SOLUTIONS, LLC
_______________________ ________ ________________________ _______
Name, Title Date Name, Title Date
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A. Trey Traviesa 6/30/2025CEOFinance Director 6/30/2025Eric Kang
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MGT IMPACT SOLUTIONS, LLC
SubscripƟon Agreement
Terms and CondiƟons
These SubscripƟon Agreement: Terms and CondiƟons (these "T&Cs"), dated as of the effecƟve date set forth on the
aƩached Order Form (the "EffecƟve Date"), are between MGT IMPACT SOLUTIONS, LLC, a Florida limited liability company with
offices located at 4320 West Kennedy Boulevard, Tampa, FL 33609 ("MGT") and the subscriber idenƟfied on the Order Form
("Subscriber"). MGT and Subscriber are each referred to herein as a "Party", and collecƟvely, the "ParƟes". The term
"Subscriber" also includes its Authorized Users (as context permits).
These T&Cs are incorporated by express reference into the aƩached Order Form, and a signature to the Order Form
consƟtutes acceptance of these T&Cs. These T&Cs and the Order Form are collec Ɵvely referred to herein as the "Agreement".
Recitals
WHEREAS, MGT has developed a certain proprietary database tool and plaƞorm, Burso, (the “MGT Plaƞorm”), which is a
cloud-based SaaS soluƟon that performs various types of Cost AllocaƟon Plans (CAPs) uƟlizing both imported and manually
updated expenditure and staƟsƟcal informaƟon. The system performs double step-down calculaƟons, and provides a suite of
reports suitable for both Federal and Full Cost plan purposes a proprietary SaaS solu Ɵon designed to perform various types of
cost allocaƟon plans;
WHEREAS, Subscriber wishes to obtain a subscripƟon license to use the MGT SoluƟon (as defined below) for the purposes
set forth in this Agreement; and
WHEREAS, MGT is willing to provide such subscripƟon license to Subscriber, subject to the terms and condi Ɵons of this
Agreement;
NOW, THEREFORE, for good and sufficient consideraƟon, the receipt and sufficiency of which is hereby acknowledged, the
ParƟes agree as follows:
Agreement
1. DefiniƟons. For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Other
capitalized terms are defined in context.
1.1. Access CredenƟals. The term "Access CredenƟals" has the meaning set out in SecƟon 2.1.3 (Access CredenƟals).
1.2. Authorized User. The term "Authorized User" means any end user to whom Subscriber has provided the Access
CredenƟals. An Authorized User may be removed by MGT pursuant to standard SOC provisions.
1.3. DocumentaƟon. The term "DocumentaƟon" means wriƩen, printed, or electronically provided manuals, product
descripƟons, and other documentaƟon, which MGT in its discreƟon may make available to Subscriber (if any). The
term "DocumentaƟon" does not include markeƟng materials.
1.4. MGT Plaƞorm. The term "MGT Plaƞorm" means: (i) the specific online plaƞorm to which MGT provides Subscriber
with access, as further described in the related DocumentaƟon; (ii) the MGT System; and (iii) any MGT-provided
modificaƟons, enhancements, or updates to the foregoing.
1.5. MGT SoluƟon. The term "MGT SoluƟon" means: (i) the MGT Plaƞorm; (ii) the Services; (iii) DocumentaƟon; and (iv)
any MGT-provided modificaƟons, enhancements, or updates to the foregoing.
1.6. MGT System. The term "MGT System" means the soŌware, business rules, methods, data, know-how, and
technology developed or acquired by MGT to enable the services it provides to its customers, including all
computers, soŌware, hardware, databases, electronic systems (including database management systems), and
networks, whether operated directly by MGT or through the use of third party services.
1.7. Intellectual Property Rights. The term "Intellectual Property Rights" means any rights (whether owned or licensed)
exisƟng now or in the future under patent law, copyright law, trademark law, data and database protecƟon law,
trade secret law, and any and all similar proprietary rights. The term "Intellectual Property Rights" means those
rights as they exist as of the Effec Ɵve Date as well as all such rights subsequently acquired.
1.8. Other Agreements. The term "Other Agreements" means any acceptable use policy, terms of conduct, terms of
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use, privacy policy, or other agreements that the ParƟes may enter into from Ɵme to Ɵme or that MGT may make
available to Subscriber and/or Authorized Users from Ɵme to Ɵme.
1.9. Services. The term "Services" means those services that MGT provides to Subscriber pursuant to the Agreement,
including, as applicable, Onboarding Services and Support Services.
1.10. Subscriber Data. The term "Subscriber Data" means all data, informaƟon, content, work, and other material that
Subscriber or its Authorized Users upload to or otherwise make available via the MGT Solu Ɵon.
2. Grant of Rights to Subscriber.
2.1. SubscripƟon License to MGT Plaƞorm.
2.1.1. Non-Exclusive Rights in the MGT Plaƞorm. MGT, under its Intellectual Property Rights, hereby grants to
Subscriber during the Term, a limited, non-exclusive, and non-transferrable subscrip Ɵon license to permit
Authorized Users to access and use the MGT Plaƞorm for the Subscriber's internal business purposes;
provided that such access and use shall be (i) limited to cloud-based access to an instance of the MGT
Plaƞorm that resides in object code form on servers controlled by MGT and that MGT makes available to
Subscriber; (ii) via a browser approved by MGT; and (iii) the MGT Pla ƞorm shall in all respects be the current
version generally made available by MGT to all end users.
2.1.2. Post-Term Access. The ParƟes recognize that Subscriber may require access to the MGT Plaƞorm aŌer the
end of the Term solely for the purposes of accessing legacy informa Ɵon. For a period of seven (7) years
aŌer the conclusion of the Term Subscriber shall have read only access to the MGT Pla ƞorm solely for the
purpose of accessing the Subscriber Data, if any.
2.1.3. Access CredenƟals. The term "Access CredenƟal" means any access code, invitaƟon code, user name,
password, key, or other credenƟal used to verify and authorize the use of the MGT Pla ƞorm. MGT relies
on Access CredenƟals to verify Authorized Users in order to provide them with access to the MGT Plaƞorm.
Accordingly, Subscriber agrees, and shall cause each Authorized User to agree, that: (i) Access Creden Ɵals
shall not be shared with any party not contemplated by this Agreement; (ii) immediately noƟfy MGT and
the Subscriber if the security, confidenƟality, or integrity of the Access CredenƟals have been
compromised; and (iii) Subscriber and each Authorized User are: (a) solely responsible for maintaining the
confidenƟality of the Access CredenƟals, and (b) as between MGT and Subscriber, Subscriber is solely liable
for any and all use of the MGT Plaƞorm that occurs as a result of access to it via the Access Creden Ɵals by
Authorized Users. MGT shall provide Access CredenƟals to Subscriber, and Subscriber shall be responsible
for distribuƟng the Access CredenƟals to its Authorized Users.
2.2. Non-Exclusive Rights in DocumentaƟon. MGT, under its Intellectual Property Rights, hereby grants to Subscriber
during the Term, a limited, non-exclusive, and non-transferrable license to access and use (but not modify), and to
permit its Authorized Users to access and use (but not modify), the Documenta Ɵon solely in connecƟon with its use
of the MGT SoluƟon.
2.3. Third Party Materials. The MGT SoluƟon may incorporate, embed, or be bundled with soŌware, data, databases,
or components that are owned by third parƟes, including soŌware, data, databases, or components that are subject
to terms and condiƟons of third party licenses (collecƟvely, the "Third Party Materials"). Use of Third Party
Materials, if any, is governed by the terms and condiƟons contained in the applicable third party's license agreement
or other applicable agreement, a copy of which shall be provided upon request.
2.4. RestricƟons. Subscriber agrees that it shall not: (i) sell, rent, lease, sublicense, transfer, modify, create derivaƟve
works of, or redistribute the MGT SoluƟon; (ii) use or otherwise exploit the MGT SoluƟon except solely as expressly
permiƩed pursuant to SecƟon 2.1.1 (Non-Exclusive Rights in the MGT Plaƞorm); (iii) alter or remove any copyright,
patent, trademark, or other protecƟve noƟces included in the MGT SoluƟon; (iv) reverse engineer, decompile, or
disassemble the MGT SoluƟon or otherwise aƩempt to derive any related source code; or (v) allow any party other
than Authorized Users to access or otherwise use the MGT SoluƟon.
2.5. No Implied Rights. Nothing in this Agreement shall be construed as gran Ɵng Subscriber any rights other than those
expressly provided herein. Any rights granted to Subscriber under this Agreement must be expressly provided
herein, and there shall be no implied rights pursuant to this Agreement based on any course of conduct or other
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construcƟon or interpretaƟon thereof. All rights and licenses not expressly granted to Subscriber herein are
expressly reserved by MGT.
3. Subscriber Grant of Rights to MGT.
3.1. License to Subscriber Data. Subscriber, under its Intellectual Property Rights, hereby grants to MGT, during the
Term, a non-exclusive, non-sublicensable, non-transferable, limited license to use, display, publish, and reproduce
Subscriber Data for purposes of performing its obligaƟons under this Agreement, and for maintenance and
observaƟon of the MGT SoluƟon's usage.
3.2. ContribuƟons. Subscriber, under its Intellectual Property Rights, hereby grant to MGT a non-exclusive, perpetual,
worldwide, irrevocable, royalty-free, fully paid-up, sublicensable, and transferrable license to copy, use, modify, and
otherwise exploit Subscriber's suggesƟons, recommendaƟons, and ideas relaƟng to the MGT SoluƟon or MGT's
business (collecƟvely, the "ContribuƟons") for any and all purposes and for as long as MGT sees fit. By way of
clarificaƟon, and not limitaƟon, Subscriber agrees that: (i) Subscriber has no expectaƟon of review, compensaƟon,
or other consideraƟon for MGT's use and exploitaƟon of ContribuƟons; and (ii) MGT is free to use and exploit the
ContribuƟons in MGT's sole discreƟon and without compensaƟon or other obligaƟon to Subscriber.
4. Ownership. Other than those rights expressly granted to Subscriber under this Agreement, MGT, its subcontractors, its
service providers, and its licensors (as the case may be), retain all right, Ɵtle, and interest in and to: (i) the MGT SoluƟon
and its components, including all Intellectual Property Rights embodied therein; (ii) MGT Confiden Ɵal InformaƟon; and (iii)
any modificaƟons, enhancements, updates, and other improvements thereto. Subscriber shall not acquire any rights in the
MGT SoluƟon or other MGT ConfidenƟal InformaƟon by implicaƟon, course of conduct, or other means, apart from the
express grant of rights provided in this Agreement or any subsequent agreement between the Par Ɵes. The MGT SoluƟon
is licensed or made available under a subscripƟon license to Subscriber, and not sold.
5. Fees and Payment.
5.1. Fees. Subscriber shall pay MGT the fees set forth in the Order Form, and any other fees payable hereunder
(collecƟvely, the "Fees"). Unless expressly otherwise provided herein, all Fees are stated and payable in U.S. dollars,
are nonrefundable, and shall be paid without right of setoff.
5.2. Invoices. Unless otherwise set forth on the Order Form, MGT will invoice Subscriber for any Fees payable by
Subscriber hereunder. All invoiced amounts not disputed in good faith by Subscriber in a wri Ɵng delivered to MGT
prior to the applicable due date shall be due and paid by Subscriber within thirty (30) days a Ōer the date on which
MGT sends the invoice to Subscriber. Any undisputed invoiced amounts not paid by the applicable due date shall
thereaŌer accrue interest at a rate equal to the lesser of: (i) one and one-half percent (1.5%) per month; and (ii) the
highest rate allowed by law (without 'usury' designaƟon/authority).
5.3. Taxes. All Fees payable hereunder are exclusive of, and, as between the ParƟes, Subscriber is responsible for paying,
any taxes assessed or imposed in connecƟon with this Agreement (excluding taxes on MGT's income). Subscriber
shall indemnify and hold MGT harmless from and against all claims and liabiliƟes arising in connecƟon with
Subscriber's failure to report or pay any such taxes. If Subscriber is exempt from any taxes, Subscriber shall provide
MGT with appropriate exempƟon documentaƟon.
6. MGT Services.
6.1. Support Services; Availability. During the Term, MGT shall use commercially reasonable efforts to make the material
features of the MGT Plaƞorm available to Subscriber during MGT's business hours without significant interrup Ɵon
or substanƟal deviaƟons from the applicable DocumentaƟon (each, an "Error"). If the MGT Plaƞorm experiences
material Errors, which are not due to scheduled or intended downƟme or as a result of events beyond MGT's control,
then MGT shall use commercially reasonable efforts to restore the intended func Ɵonality (the "Support Services").
In providing Support Services, MGT shall use efforts that are reasonable in light of the severity of the Error, and in
accordance with MGT's then-current standard operaƟng procedures.
6.2. AddiƟonal Services. Other than the Onboarding Services and the Support Services, MGT shall not provide any
support or services.
7. RepresentaƟons and WarranƟes.
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7.1. Mutual RepresentaƟons and WarranƟes. Each Party represents and warrants that: (i) it is duly organized, validly
exisƟng, and in good standing, and is qualified and/or licensed to do business in all jurisdicƟons to the extent
necessary to carry out its obligaƟons under this Agreement; (ii) its execuƟon, delivery, and performance of this
Agreement will not violate or consƟtute a default under any agreement by which such Party is bound, or under such
Party's organizaƟonal documents; (iii) it has the full right, power, and authority to enter into and be bound by the
terms and condiƟons of this Agreement and to perform its obligaƟons under this Agreement; and (iv) this Agreement
has been duly executed and delivered by such Party and consƟtutes a valid and binding agreement, enforceable in
accordance with its terms and condiƟons.
7.2. MGT RepresentaƟons and WarranƟes. MGT represents and warrants that the MGT Plaƞorm shall be, to its
knowledge, free of viruses, worms, Trojan horses, or other similar malicious code. OTHER THAN THE
REPRESENTATION AND WARRANTY EXPRESSLY SET FORTH IN THIS SECTION 7.2, MGT MAKES NO OTHER
WARRANTIES OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE OR ANY REPRESENTATION OR WARRANTY THAT MGT SOLUTION AND/OR THE MGT SYSTEM
ARE COMPLIANT WITH THE AMERICAN WITH DISABILITIES ACT.
7.3. Subscriber's RepresentaƟons and WarranƟes. Subscriber represent and warrant to MGT that: (i) the Subscriber
Data and ContribuƟons do not and shall not infringe the Intellectual Property Rights or other rights of a third party
(including rights under privacy laws); (ii) Subscriber and its Authorized Users shall not knowingly upload any virus or
malicious code to the MGT SoluƟon or otherwise use the MGT SoluƟon to develop a virus or malicious code; (iii)
Subscriber and its Authorized Users shall comply with all applicable federal, state, and local statutes, laws,
ordinances, rules and regulaƟons, and the terms of the Other Agreements.
7.4. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.2 (REPRESENTATIONS AND WARRANTIES),
MGT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MGT SOLUTION AND OTHER MGT
CONFIDENTIAL INFORMATION, WHETHER EXPRESS OR IMPLIED. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION
7 (REPRESENTATIONS AND WARRANTIES), THE MGT SOLUTION, AND ALL MGT PERFORMANCE OBLIGATIONS AND
ALL PERFORMANCE OBLIGATIONS OF MGT'S SUBCONTRACTORS, SERVICE PROVIDERS, AND LICENSORS ARE
PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MGT DOES NOT REPRESENT OR WARRANT THAT: (i) THE
MGT SOLUTION, OTHER MGT CONFIDENTIAL INFORMATION, OR OTHER PERFORMANCE OBLIGATIONS WILL MEET
SUBSCRIBER'S REQUIREMENTS OR RESULT IN ANY DESIRED OUTCOME, OR (ii) THE MGT SOLUTION'S OPERATION OR
DELIVERY WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, MGT HEREBY
DISCLAIMS (FOR ITSELF, ITS SUBCONTRACTORS, SERVICE PROVIDERS, AND LICENSORS) ALL OTHER
REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE
MGT SOLUTION AND OTHER PERFORMANCE OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY,
INTEGRATION, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING
FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. MGT MAKES NO WARRANTY,
AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, REGARDING THE USE OR ACCURACY OF THE MGT
PLATFORM AND/OR THE MGT SYSTEM FOR AUDIT OR REPORTING PURPOSES; SUBSCRIBER EXPRESSLY
ACKNOWLEDGES AND AGREES THAT IT BEARS ALL RESPONSIBILITY AND LIABILITY FOR THE PREPARATION AND
CONTENT OF ANY AUDITS OR REPORTS.
8. LimitaƟons on Remedies.
8.1. ConsequenƟal Damages Waiver. IN NO EVENT SHALL MGT BE LIABLE TO SUBSCRIBER FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING
WITHOUT LIMITATION, LOSS OF PROFITS OR OTHER ECONOMIC LOSS, EVEN IF MGT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
8.2. LimitaƟon of Liability. IN NO EVENT SHALL MGT'S TOTAL AGGREGATE LIABILITY TO SUBSCRIBER FOR ANY CLAIMS
OR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY OR DUE TO
MGT DURING THE TWENTY-FOUR (24) MONTH PERIOD PRECEDING THE ALLEGED BREACH.
8.3. Waiver of Damages in Data Breach. IN NO EVENT SHALL MGT BE LIABLE TO SUBSCRIBER FOR ANY DAMAGES OF
ANY TYPE, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF
ANY KIND OR NATURE WHATSOEVER.
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9. IndemnificaƟon.
9.1. MGT IndemnificaƟon. MGT shall defend, indemnify, and hold Subscriber and its affiliates and their respecƟve
officers, directors, employees, and agents harmless from and against any third party claim, ac Ɵon, suit, or
proceeding resulƟng from asserƟons that the MGT SoluƟon misappropriates or infringes the Intellectual Property
Rights of a third party. MGT shall indemnify Subscriber for losses, damages, liabili Ɵes, and reasonable expenses and
costs incurred by Subscriber in such claim, acƟon, suit, or proceeding. MGT shall be enƟtled, at its opƟon, to modify
the MGT SoluƟon or obtain licenses necessary to resolve such third party infringement claims, provided that such
modificaƟons do not materially degrade the performance of the MGT SoluƟon. If MGT determines that the foregoing
is not commercially reasonable, then MGT shall be enƟtled to terminate this Agreement without further liability to
Subscriber. The foregoing states the enƟre liability of MGT, and Subscriber's exclusive remedy, with respect to actual
or alleged misappropriaƟon or infringement of third party Intellectual Property Rights by the MGT Solu Ɵon.
9.2. Subscriber IndemnificaƟon. Subject to the limitaƟons of the Oregon Tort Claims Act, Subscriber shall defend,
indemnify, and hold MGT and its affiliates and their respec Ɵve officers, directors, employees, and agents harmless
from and against any third party claim, acƟon, suit, or proceeding resulƟng from: (i) any injury to persons caused by
Subscriber's failure to exercise reasonable care or Subscriber's willful misconduct; (ii) any breach of Subscriber's
obligaƟons under this Agreement; (iii) Subscriber's or its Authorized Users' use of the MGT Solu Ɵon; (iv) MGT's use
of the Subscriber Data and ContribuƟons in compliance with this Agreement; and (v) the acƟons and omissions of
Authorized Users. Subscriber shall indemnify MGT for losses, damages, liabili Ɵes, and reasonable expenses and costs
incurred by MGT in such claim, acƟon, suit or proceeding.
9.3. Procedure for IndemnificaƟon. The party seeking indemnificaƟon shall give the indemnifying Party reasonable
wriƩen noƟce of any claim, acƟon, suit, or proceeding for which the indemnified Party is seeking indemnifica Ɵon;
provided, however, that any failure to provide such noƟce shall not relieve the indemnifying Party of its obligaƟons
under this SecƟon 9 (IndemnificaƟon) except to the extent that the indemnifying Party is materially prejudiced by
such failure. In the event of a claim under this SecƟon 9 (IndemnificaƟon), the indemnified Party shall: (i) grant
control of the defense and seƩlement to the indemnifying Party, provided, however, that the indemnifying Party
shall not enter into any seƩlement that admits fault or liability of the indemnified Party without the indemnified
Party's prior wriƩen consent; and (ii) reasonably cooperate with the indemnifying Party at the indemnifying Party's
expense. The indemnified Party is en Ɵtled to parƟcipate in defense at its own expense with counsel of its choosing.
10. ConfidenƟality. ConfidenƟal InformaƟon under this Agreement shall consist of all non-public informaƟon disclosed by one
Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether oral or in wriƟng (including electronic
transmission): (i) that is designated as "ConfidenƟal" or "Proprietary" or similar marking by the Disclosing Party at the Ɵme
of disclosure or within a reasonable period thereaŌer; (ii) that concerns the customers, finances, methods, research,
processes, or procedures of the Disclosing Party or the Disclosing Party's customers, including governmental agencies; or
(iii) that by the nature of the circumstances surrounding disclosure, or the informa Ɵon itself, should in good faith, or by
law or regulaƟon, be treated as confidenƟal (collecƟvely, the "ConfidenƟal InformaƟon").
10.1. Non-Disclosure; Standard. The Receiving Party shall retain the Disclosing Party's ConfidenƟal InformaƟon in strict
confidence and shall not use such ConfidenƟal InformaƟon except for purposes permiƩed under this Agreement.
The Disclosing Party shall be enƟtled to disclose ConfidenƟal InformaƟon on a need-to-know basis to its employees,
agents, and contractors, who are authorized to access such informa Ɵon, provided that the same are bound by non-
disclosure and confidenƟality obligaƟons no less protecƟve than those set out in this Agreement. The Receiving
Party shall use at least the same degree of care in safeguarding the Disclosing Party's Confiden Ɵal InformaƟon as it
uses in safeguarding its own confidenƟal informaƟon, but shall not use less than reasonable care and diligence.
Except to the extent that a Party retains ongoing rights, and subject to Subscriber’s record reten Ɵon requirements,
the Receiving Party shall return or destroy all ConfidenƟal InformaƟon of the Disclosing Party (including, but not
limited to, all copies of the same) in its possession or control immediately upon the Disclosing Party's request.
10.2. ExcepƟons. The Receiving Party's obligaƟons with respect to the Disclosing Party's Confiden Ɵal InformaƟon shall
not apply to ConfidenƟal InformaƟon that the Receiving Party can demonstrate: (i) is or becomes a maƩer of public
knowledge through no fault of the Receiving Party; (ii) was or becomes available to the Receiving Party on a non-
confidenƟal basis from a third party, provided that such third party is not bound by an obligaƟon of confidenƟality
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to the Disclosing Party with respect to such ConfidenƟal InformaƟon; or (iii) was independently developed by the
Receiving Party without reference to the ConfidenƟal InformaƟon. The Disclosing Party's obligaƟons under SecƟon
10.1 (Non-Disclosure; Standard) shall not apply to informaƟon that is required to be disclosed by law, provided that
the Disclosing Party is promptly noƟfied by the Receiving Party in order to provide the Disclosing Party an
opportunity to seek a protecƟve order or other relief.
11. Term and TerminaƟon.
11.1. Term. The Agreement shall commence as of the EffecƟve Date and, unless earlier terminated in accordance with
SecƟon 11.2 (TerminaƟon), shall conƟnue for the duraƟon of iniƟal term specified in the Order Form (the "IniƟal
Term"). Upon expiraƟon of the IniƟal Term, this Agreement shall conƟnue for the duraƟon of the renewal term(s)
specified in the Order Form (each a "Renewal Term" and together with the IniƟal Term the ("Term")) unless one
Party provides the other Party with wriƩen noƟce of its intent not to renew the Agreement (or any Schedule) at
least thirty (30) days prior to the then-current Term.
11.2. TerminaƟon.
11.2.1. TerminaƟon for Convenience. MGT shall be enƟtled to terminate this Agreement for convenience by
providing Subscriber with ninety (30) day’s wriƩen noƟce.
11.2.2. TerminaƟon for Cause; Suspension. Either Party shall be enƟtled to terminate this Agreement for material
breach by the other, upon providing wriƩen noƟce to the other Party reasonably idenƟfying the breach
and a thirty (30) day (or, in the case of nonpayment, ten (10) day) period to cure, commencing on such
Party's receipt of this noƟce (the "Cure Period"). In the event the Party in breach does not cure the breach
within the Cure Period to the reasonable saƟsfacƟon of the non-breaching Party, this Agreement shall
automaƟcally terminate as of the last date of the Cure Period. Subscriber acknowledges and agrees that,
in addiƟon to MGT's other rights hereunder, MGT may, in its sole discreƟon, immediately suspend or
disable Subscriber's right and ability to access and use the MGT Solu Ɵon, without noƟce and without
liability, if MGT reasonably believes that Subscriber has breached or failed to comply with any of the terms
of this Agreement or for any other reason that MGT believes is causing risk, liability, loss, or damage to
MGT, the MGT SoluƟon, any other users of the MGT SoluƟon, or any other third parƟes. In the event of a
suspension of Subscriber's use of the MGT SoluƟon, Subscriber shall promptly cooperate with MGT in
aƩempƟng to resolve the applicable issue.
11.2.3. Insolvency. Either Party shall be enƟtled to terminate this Agreement immediately upon wriƩen noƟce, if
the other Party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or
similar officer is appointed to take charge of any or all of the other Party's property, or the other Party
seeks protecƟon under any bankruptcy, receivership, trust deed, creditors arrangement, composiƟon or
comparable proceeding or such a proceeding is insƟtuted against the other Party and is not dismissed
within ninety (90) days, or the other Party becomes insolvent or, without a successor, dissolves, liquidates,
or otherwise fails to operate in the ordinary course.
11.3. Effect of TerminaƟon or ExpiraƟon.
11.3.1. CessaƟon of Use of MGT SoluƟon; Certain Licenses. Upon terminaƟon or expiraƟon of this Agreement,
Subscriber's (including its Authorized Users') rights to access and use the MGT Solu Ɵon shall immediately
end and MGT shall have no further obligaƟon to provide the MGT SoluƟon or any services to Subscriber.
11.3.2. DestrucƟon of ConfidenƟal InformaƟon. Unless otherwise expressly permiƩed under this Agreement,
promptly aŌer terminaƟon or expiraƟon of this Agreement, each Party shall (i) either (a) return the other
Party's tangible ConfidenƟal InformaƟon, or (b) permanently destroy or irretrievably delete such
ConfidenƟal InformaƟon from storage media; provided, that the foregoing shall not require any deleƟon
where doing so would require an extraordinary effort and such informaƟon is (1) archived in the ordinary
course, or (2) otherwise not readily accessible; and (ii) destroy all informa Ɵon, records, and materials
developed from the other Party's Confiden Ɵal InformaƟon (collecƟvely, the "Derived InformaƟon"). Upon
request, a Party shall cerƟfy in wriƟng to the destrucƟon of such ConfidenƟal InformaƟon and Derived
InformaƟon.
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11.3.3. No Effect on Prior ObligaƟons. Any terminaƟon or expiraƟon of this Agreement shall not affect any
obligaƟon which accrued prior to such terminaƟon or expiraƟon, and Subscriber shall remit to MGT all
amounts due and payable (including, if terminated for Subscriber's breach, any court costs, a Ʃorneys' fees,
and out-of-pocket expenses incurred by MGT in connecƟon with Subscriber's breach) within thirty (30)
days aŌer the effecƟve date of terminaƟon or expiraƟon.
12. General.
12.1. Governing Law; Exclusive JurisdicƟon. This Agreement shall be governed and construed in all respects in accordance
with the laws of the State of Oregon without regard to any conflict of laws principles. The exclusive venue and
jurisdicƟon for any acƟon or proceeding arising out of this Agreement shall be the courts located in the judicial
district that includes Tigard, Oregon. The Par Ɵes accept the personal jurisdic Ɵon of such courts.
12.2. Assignment. This Agreement is not assignable by Subscriber without MGT's prior wri Ʃen consent. MGT reserves the
right to assign the rights and obligaƟons under this Agreement for any reason and in MGT's sole discre Ɵon. The
ParƟes' rights, duƟes, and obligaƟons shall bind and inure to the benefit of their respecƟve successors and permiƩed
assigns.
12.3. United States Government License Rights; Restricted Rights. This SecƟon 12.3 (United States Government License
Rights; Restricted Rights) applies if Subscriber is a United States government en Ɵty or if Subscriber is licensing the
MGT SoluƟon on behalf of, or for the benefit of, a United States government en Ɵty. The MGT SoluƟon (and its
components) are commercial computer soŌware developed at private expense and are provided with RESTRICTED
RIGHTS to the United States government. Use, duplicaƟon, or disclosure of the MGT SoluƟon by the United States
government is subject to the license terms of this Agreement, and, to the extent applicable, FAR 12.212, DFAR
227.7202-1(a), DFAR 227.7202-3(a) and DFAR 227.7202-4 and, to the extent required under United States federal
law, the minimum restricted rights as set out in FAR 52.227-19 (DEC 2007). If FAR 52.227-19 is applicable, this
provision serves as noƟce under clause (c) thereof and no other noƟce is required to be affixed to the MGT SoluƟon.
The United States government's rights in the MGT SoluƟon shall be only those set forth in this Agreement.
12.4. Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its
obligaƟons due to any other cause which is beyond its reasonable control, including, by way of example, strikes,
shortages, riots, insurrecƟon, fires, flood, storm, explosions, acts of God, terrorism, war, governmental ac Ɵon,
earthquakes, pandemics and other public health emergencies.
12.5. Independent Contractors. The ParƟes are independent contractors, and no agency, partnership, joint venture, or
employer-employee relaƟonship is intended or created by this Agreement. Neither Party shall have the power to
obligate or bind the other Party.
12.6. Severability; Waiver; Headings. Any provision of this Agreement determined to be unenforceable or invalid by
applicable law or court decision shall not render this Agreement unenforceable or invalid as a whole and, in such
event, such provision shall be changed and interpreted so as to best accomplish its objec Ɵves within the limits of
applicable law or court decision. A Party's failure to require the other Party's performance of any obliga Ɵon herein
shall not affect the full right to require such performance at any Ɵme thereaŌer. A Party's waiver of the other Party's
breach of any obligaƟon under this Agreement shall not be taken or held to be a waiver of the obliga Ɵon itself or of
any past or subsequent breaches of the same obligaƟon. Headings used in this Agreement are for reference
purposes only and in no way define, limit, construe, or describe the scope or extent of such sec Ɵon or in any way
affect this Agreement.
12.7. EnƟre Agreement. This Agreement and the Other Agreements (which are incorporated into this Agreement for all
purposes) set forth the enƟre understanding and agreement of the ParƟes and supersedes any and all oral or wriƩen
agreements or understandings between the ParƟes as to the subject maƩer of this Agreement. In the event of a
conflict or inconsistency between this Agreement and the Other Agreements, this Agreement shall control and such
conflict or inconsistency shall be resolved in favor of this Agreement. Neither Party is relying on any warran Ɵes,
representaƟons, assurances, or inducements not expressly set forth herein. This Agreement may be changed only
by a wriƟng signed by both ParƟes.
12.8. Counterparts; Electronic Signature. This Agreement may be signed in counterparts, each of which will be considered
an original and all such counterparts will be considered and consƟtute one and the same Agreement. This
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Agreement may be delivered by facsimile transmission, by electronic mail, or by other electronic transmission, in
portable document format (.pdf), or other electronic or facsimile format, and each such executed facsimile, .pdf, or
other electronic record shall be considered an original executed counterpart for purposes of this Agreement. Each
party to this Agreement (i) agrees that it will be bound by its own Electronic Signature (as such term is defined
immediately below), (ii) accepts the Electronic Signature of each other party to this Agreement, and (iii) agrees that
such Electronic Signatures shall be the legal equivalent of manual signatures. The term "Electronic Signature" means
(a) the signing party's manual signature on a signature page, converted by the signing party to facsimile or digital
form (such as a .pdf file) and received from the signing party's customary email address, customary facsimile
number, or other mutually agreed-upon authenƟcated source; or (b) the signing party's digital signature executed
using a mutually agreed-upon digital signature service provider and digital signature process.
12.9. Survival. In addiƟon to any other right or obligaƟon that by its nature is intended to survive any terminaƟon or
expiraƟon, the following SecƟons shall survive any terminaƟon or expiraƟon of this Agreement: SecƟon 2.5 (No
Implied Rights); SecƟon 3.2 (ContribuƟons); SecƟon 4 (Ownership); SecƟon 7.3 (Subscriber's RepresentaƟons and
WarranƟes); SecƟon 7.4 (Warranty Disclaimer); SecƟon 8 (LimitaƟons on Remedies); SecƟon 9.2 (Subscriber
IndemnificaƟon); SecƟon 10 (ConfidenƟality); SecƟon 11.3 (Effect of TerminaƟon or ExpiraƟon); and SecƟon 12
(General).
12.10. NoƟce. Any noƟces required or permiƩed herein shall be given to the appropriate Party at the address specified on
the Order Form or above or at such other address as the Party specifies in wri Ɵng. Such noƟce shall be deemed
given: (i) upon personal delivery; (ii) if sent by facsimile or electronic mail, upon confirmaƟon of receipt; or (iii) if
sent by cerƟfied or registered mail, postage prepaid, five (5) days a Ōer the date of mailing.
12.11. Remedies. Except as expressly stated herein, no remedy conferred by any of the provisions of this Agreement is
intended to be exclusive of any other remedy, and each remedy is cumulaƟve and in addiƟon to every other remedy
available to a Party hereunder or otherwise exisƟng at law, in equity, by statute, or otherwise. The elecƟon of any
one or more remedies by either Party shall not consƟtute a waiver of the right to pursue any other available
remedies.
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