CFM Strategic Communications ~ C160029 ;r Uf Tigard
CONTRACT CHANGE ORDER/ 1312;Ste'f-_iall Blvd-
+
T "f igav� Oregon 97323 I
A MENDMENT SL�MNIARY
Phone- (303) 639--11 7 1
I FIE.�.D CHANGE ORDER FOM 'ax r50-1) 684-7297
Project Title: Lake Oswego-Tigard Water Partnership Project Manager:
Contractor: CFNI Strategic Communications Original Contract #: 160029
Effective Dates: 7/1/16 to 6/30/17 Chan Order/Amendment Amount: $6,000
Accoun ' Strin . 532-8000-56005 1 Amendment percentage Running Total: %
&MENDMENT DETAILS
CFM to provide support in Salem in coordinate meetings with legislators and State agency staff regarding the
water rights extension process.This effort shall not exceed$6,000 without specific approval by Tigard's contract
manager.
CHANGE ORDER DETAILS UNIT QTY UNIT$ NOTAL$
R.F.44C� t' t OIt C:1j,ANGE 0RL :lx. Awffi-Nil-MF;N"T
Additional finding for advocacy needed to complete the Lake Oswego-Tigard Water Partnership.
]aUDG>a I'1nfljACr AND REQUI1t.EO ACTIONS
Rr,(,,)Ij ESTING PROJI (:T-�JA I A(,Ek A PROVXNG CITY STAFF
Date -- - - - - - -- - � Dare
Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR -
the additional work described below in accordance with the terms
and conditions detailed in the original contract along with all
applicable rules,regulations,and laws that may be in effect for the
work. The unit pricing in the original contract shall apply to all
aturc
additional work. A copy of this form, once completed,is to be -
forwarded to the Purchasing Office to ensure all changes to the
encumbrances are met. Remember- the cumulative total of --
Amendments cannot exceed theproject's FY budget. (-;at(:
F
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
PUBLIC AFFAIRS AND STATE LOBBYING SERVICES
LAKE OSWEGO/TIGARD WATER PARTNERSHIP
C160029
AMENDMENT #2
The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City, and CFTNI Strategic Communications, Inc, hereinafter referred to as Contractor, entered into on the 9`'
day of December, 2015,is hereby amended as follows:
3. Consultant's Fee
A. Basic Fee
1) As compensation for Basic Services as described in Exhibit A of this Agreement,and
for services required in the fulfillment of Paragraph 1,the Consultant shall be paid on
an hourly rate based upon the-"Schedule of Rates" in Exhibit B of this agreement,
which shall constitute full and complete payment for said services and all en-penditures
which may be made and expenses incurred, except as otherwise expressly provided in
this Agreement. The Basic Fee shall not exceed the amount of Twelve rRteus&ad Live
Eighteen Thousand Five Hundred and
No/100 Dollars ($18,500.00)without prior written authorization.
IN FITNESS WHEREOF, City has caused this Amendment to be executed by its dul; authorized
undersigned officer and Contractor has executed this Amendment upon signature and date listed below.
CITY OF TIGARD CFM STRATEGIC COMMUNICATIONS,INC
Signature Signature
Mat--ems wir)e_l A-)Ia e-n-,
Printed Name Printed Name
4"-22-20/c Th(,p I ��
Date Date
City of Tigard
CONTRACT CHANGE OPT)FR/ 13125 Ste.IU B`vd. �
f AMENDMENT SUMMARY Tigard,Oregon 97223
P'honc- (.W3) 639-4172
FIELD CliANGE.. ORDER FORM Fax (_4++031 68'1-7297
Project Title:Lake Oswego-Tigard Water Partnership Project Manager: Kent Wyatt
Contractor: CFM Strategic Communications Original Contract#: 160029
Effective Dates: 7/1/16 to 6/30/17 Change Order/Amendment Amount: $0
Accojmtin String: 532-8000-56005 Amendment Percentage Running Total: %
ASF-rat7141EN T DL fAU,S
CHANGE ORDER DETAILS LTNTT QTY UNTT$ TOTAL$
REASON01C,FOR CHA,NC'F ORDER/A�I�"-.iUDWT—ZN-r
Extending contract due to additional services needed through FY 16-17.
BUDGET 11APACT AND MOW _.CT'IONS
REQUf75-fl1=P#t17tn CT MANAGER •, � ' '_- Y G CITY STAFF
07/
(bate 71 . - -bate
Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR
the additional work described below in accordance with the terms
and conditions detailed in the original contract along with all
applicable rules,regulations,and laws that may be in effect for the - -
work. The unit pricing in the original contract shall apply to all
additional work. A copy of this form, once completed,is to be
forwarded to the Purchasing Office to ensure all changes to the
encumbrances are met. Remember–the cumulative total of
Amendments cannot exceed the projeces FY budget. I Date
CITY OF TIGARD,OREGON
AMENDAIENT TO CONTRACT
PUBLIC AFFAIRS AND STATE LOBBYING SERVICES
LAKE OSWEGO/TIGARD WATER PARTNERSHIP
C160029
AMENDMENT #1
The Agreement between the City-of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City, and CFM Strategic Communications, Inc, hereinafter referred to as Contractor, entered into on the 9'
day of December, 2015,is hereby amended as follow s:
2. Effective Date and Duration
This agreement shall become effective upon the date of execution by the City's Local Contract
Revieu. Board, and shall expire, unless otherwise terminated or extended, on completion of
the work or Jw e30, 201-6 June 30, 2017 whichever comes first. All work under this
Agreement shall be completed prior to the expiration of this Agreement.
IN FITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized
undersigned officer and Contractor has executed this Amendment upon signature and date listed below.
CITY OF TiGARiii, CFM ST TECO UNICATIONS,INC
Signature Signature
6��- PI) M- 1 -
Printed Name Printed Nae J
11 LZ
Date Date
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
THIS FORM MUS T ACCOMPANY EVERY CONTRACT)
Contract Title: State Lobbying Number: C) Locog C 1
Contractor: CFM Strategic Communications Contract Total .
909. 1o�
Contract Ovet-iew= Advocacy-fur the Lake Oswego Tigard Water Partnership.
Initial Risk Ler-e1: ❑ Extreme ❑ High ❑ Moderate ❑ Low
Risk Reduction Steps.
Risk Comments.
Risk Signature--
Contract Manager: Kent Wyatt Ext: 2809 Department:: City Management
Type: ❑ Purchase.Agreement x Professional Services❑ General Service ❑ Public Improvement
❑ IGA ❑ Other: Start Date. 12/9/2015_ End Date: 06/30/2016_
Quotes/Bids/Proposal: FIRM AmouNT/Scum
CFM Strategic Communications 1
Baldv.m Consulting No response
Sabas Strategies No response
Account String: Fund-Division-Account Work Order—Activit;T;ne Amount
FY l i 1616 532-8000-56005 96018-150 $12,500
FY
FY
FY
FY
Avuroyals - LCRB Date:
Department Comments:
Department Signature:
Purchasing Comments
Purchasing Signature:
City-Manager Comments:
City Manager Signature: V '
After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract#C , l�q
r
CITY OF TIGARD,OREGON
PROFESSIONAL SERVICES AGREEMENT
PUBLIC AFFAIRS AND STATE LOBBYING SERVICES
LAIC OSWEGO/TIGARD WATER PARTNERSHIP
THIS AGREEMENT,made and entered into this 9"' day of December, 2015,by and between the
City of Tigard, a municipal corporation, hereinafter referred to as the "City," and CFM Strategic
Communications, Inc,hereinafter referred to as the "Consultant."
RECITALS
WHEREAS, the City's Fiscal Year 2015-2016 budget provides for public affairs and lobbying
services for the Lake Oswego/Tigard Water Partnership project;and
WHEREAS, the accomplishment of the work and services described in this Agreement is necessary
and essential to the program of the City; and
WHEREAS, the City desires to engage the Consultant to render professional lobbying services for
the project described in this Agreement, and the Consultant is willing and qualified to perform such
services;
THEREFORE, in consideration of the promises and covenants contained herein, the parties
hereby agree as follows:
1. Consultant's Scope of Services
The Consultant shall perform professional lobbying services relevant to the Project in
accordance with the terms and conditions set forth herein, and as provided in Exhibit A,which
is attached hereto and by this reference made a part of this Agreement.
2. Effective Date and Duration
This agreement shall become effective upon the date of execution by the City's Local Contract
Review Board,and shall expire,unless otherwise terminated or extended, on completion of the
work or June 30, 2016 whichever comes first. All work under this Agreement shall be
completed prior to the expiration of this Agreement.
3. Consultant's Fee
A. Basic Fee
1) As compensation for Basic Services as described in Exhibit A of this Agreement, and
for services required in the fulfillment of Paragraph 1, the Consultant shall be paid
on an hourly rate based upon the "Schedule of Rates"in Exhibit B of this agreement,
which shall constitute full and complete payment for said services and all
expenditures which may be. made and expenses incurred, except as otherwise
expressly provided in this Agreement. The Basic Fee shall not exceed the amount of
Twelve Thousand Five Hundred and No/100 Dollars ($12,500.00) without prior
written authorization.
2) The Parties hereto do expressly agree that the Basic Fee is based upon the Scope of
Services to be provided by the Consultant and is not necessarily related to the
estimated construction cost of the Project. In the event that the actual construction
cost differs from the estimated construction cost, the Consultant's compensation will
not be adjusted unless the Scope of Services to be provided by the Consultant
changes and is authorized and accepted by the City.
B. Payment Schedule for Basic Fee
Payments shall be made upon receipt of billings based on the work completed. Billings
shall be submitted by the Consultant periodically, but not more frequently than monthly.
Payment by the City shall release the City from any further obligation for payment to the
Consultant for service or services performed or expenses incurred as of the date of the
statement of services. Payment shall be made only for work actually completed as of the
date of invoice. Payment shall not be considered acceptance or approval of any work or
waiver of any defects therein.
C. Payment for Special Services
Only when directed in writing by the City, the Consultant shall furnish or acquire for the
City the professional and technical services based on the hourly rate schedule as
described in Exhibit B of this contract for minor project additions and/or alterations.
D. Certified Cost Records.
The Consultant shall furnish certified cost records for all billings pertaining to other than
lump sum fees to substantiate all charges. For such purposes, the books of account of
the Consultant shall be subject to audit by the City. The Consultant shall complete work
and cost records for all billings on such forms and in such manner as will be satisfactory
to the City.
E. Contract Identification
The Consultant shall furnish to the City its employer identification number, as
designated by the Internal Revenue Service, or social security number, as the City deems
applicable.
F. Payment—General
1) Consultant shall pay to the Department of Revenue all sums withheld from
employees pursuant to ORS 316.167.
2) Consultant shall pay employees at least time and a half pay for all overtime worked in
excess of 40 hours in any one week except for individuals under the contract who are
excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from
receiving overtime.
3) Consultant shall 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
Consultant or all sums which Consultant agrees to pay, for such services and all
moneys and sums which Consultant collected or deducted from the wages of
employees pursuant to any law, contract or agreement for the purpose of providing
or paying for such service.
4) The City certifies that sufficient funds are available and authorized for expenditure to
finance costs of this contract.
5) Consultant shall make payments promptly, as due, to all persons supplying services
or materials for work covered under this contract Consultant shall not permit any
2 1 Page
lien or claim to be filed or prosecuted against the City on any account of any service
or materials furnished.
6) If Consultant fails, neglects or refuses to make prompt payment of any claim for
labor,materials, or services furnished to Consultant, sub-consultant or subcontractor
by any person as such claim becomes due, City may pay such claim and charge the
amount of the payment against funds due or to become due to the Consultant. The
payment of the claim in this manner shall not relieve Consultant or their surety from
obligation with respect to any unpaid claims.
4. Ownership of Plans and Documents: Records
A. The field notes, design notes, and original drawings of-the construction plans, as
instruments of service, are and shall remain, the property of the Consultant; however,
the City shall be furnished, at no additional cost, one set of previously approved
reproducible drawings, on 3 mil minimum thickness mylar as well as diskette in "DWG"
or "DXF" format, of the original drawings of the work. The City shall have unlimited
authority to use the materials received from the Consultant in any way the City deems
necessary.
B. The City shall make copies, for the use of and without cost to the Consultant, of all of its
maps, records, laboratory tests, or other data pertinent to the work to be performed by
the Consultant pursuant to this Agreement, and also make available any other maps,
records,or other materials available to the City from any other public agency or body.
C. The Consultant shall furnish to the City, copies of all maps,records, field notes, and soil
tests which were developed in the course of work for the City and for which
compensation has been received by the Consultant at no additional expense to the City
except as provided elsewhere in this Agreement.
5. Assignment/Delegation
Neither party shall assign, sublet or transfer any interest in or duty under this Agreement
without the written consent of the other and no assignment shall be of any force or effect
whatsoever unless and until the other party has so consented. If City agrees to assignment of
tasks to a subcontract, Consultant shall be fully responsible for the acts or omissions of any
subcontractors and of all persons employed by them, and neither the approval by City of any
subcontractor nor anything contained herein shall be deemed to create any contractual relation
between the subcontractor and City.
6. Consultant is Independent Contractor
A. The City's project director, or designee, shall be responsible for determining whether
Consultant's work product is satisfactory and consistent with this agreement, but
Consultant is not subject to the direction and control of the City. Consultant shall be an
independent contractor for all purposes and shall be entitled to no compensation other
than the compensation provided for under Section 3 of this Agreement.
B. Consultant is an independent contractor and not an employee of City. Consultant
acknowledges Consultant's status as an independent contractor and acknowledges that
Consultant is not an employee of the City for purposes of workers compensation law,
3 1 Page
public employee benefits law, or any other law. All persons retained by Consultant to
provide services under this contract are employees of Consultant and not of City.
Consultant acknowledges that it is not entitled to benefits of any kind to which a City
employee is entitled and that it shall be solely responsible for workers compensation
coverage for its employees and all other payments and taxes required by law.
Furthermore,in the event that Consultant is found by a court of law or an administrative
agency to be an employee of the City for any purpose, City shall be entitled to offset
compensation due, or to demand repayment of any amounts paid to Consultant under
the terms of the agreement, to the full extent of any benefits or other remuneration
Consultant 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 Consultant or to a third party) as
a result of said finding.
C. The undersigned Consultant 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 the Consultant, either directly or indirectly,in
connection with the letting or performance of this Agreement, except as specifically
declared in writing.
D. If this payment is to be charged against Federal funds, Consultant certifies that he/she is
not currently employed by the Federal Government and the amount charged does not
exceed his/her normal charge for the type of service provided.
E. Consultant 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.
F. Consultant shall 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 ea-piration 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.
G. Consultant is not an officer, employee, or agent of the City as those terms are used in
ORS 30.265.
7. Indemnity
City has relied upon the professional ability, and training of Consultant as a material
inducement to enter into this Agreement. Consultant represents that all of its work will be
performed in accordance with generally accepted professional practices and standards as well
as the requirements of applicable federal, state and local laws, it being understood that
acceptance of a Consultant's work by City shall not operate as a waiver or release.
Consultant 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
4 1 Page
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
performance of the work described in this contract, except liability arising out of the sole
negligence of the City and its employees. Such indemnification shall also covet claims
brought against the City under state or federal worker's compensation laws. If any aspect of
this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality
or invalidity shall not affect the validity of the remainder of this indemnification.
8. Insurance
Consultant-and its subcontractors shall maintain insurance acceptable to City in full force and
effect throughout the term of this contract Such insurance shall covet.risks arising directly or
indirectly out of Consultant's activities or work hereunder, including the operations of its
subcontractors of any tier. Such insurance shaH include provisions that such insurance is
primary insurance with respect to the interests of City and that any other insurance maintained
by City is excess and not contributory insurance with the insurance required hereunder.
The policy or policies of insurance maintained by the Consultant and its subcontractors shall
provide at least the following limits and coverages:
A. Commercial General Liability Insurance
Consultant shall obtain, at Consultant's expense, and keep in effect during the term of this
contract, Comprehensive General Liability Insurance covering Bodily Injury and Property
Damage on an "occurrence" form (CG 2010 1185 or equivalent). This coverage shall
include Contractual Liability insurance for the indemnity prodded under this contract The
following insurance will be carried:
Coverage Limit
General Aggregate $3,000,000
Products-Completed Operations Aggregate $2,000,000
Personal&Advertising Injury $1,000,000
Each Occurrence $2,000,000
Fire Damage(Any one fire) $50,000
B. Commercial Automobile Insurance
Consultant shall also obtain, at Consultant's expense, and keep in effect during the term of
the contract (Symbol l or Symbols 8 and 9 as applicable) Commercial Automobile Liability
coverage on an"occurrence" form including coverage for all owned,hired,and non-owned
vehicles. The Combined Single Limit per occurrence shall not be less than$2,000,000.
If Contractor operates a personally-owned vehicle.fot business use under this contract, the
Contractor shall 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 shall not be less than$2,000,000.
C. Workers' Compensation Insurance
The Consultant, its subcontractors, if any, and all employers providing work, labor or
materials under this Contract are subject employers under the Oregon Workers'
5 1 Page
Compensation Law and shall comply with ORS 656.017, which requires them to provide
workers' compensation coverage that satisfies Oregon law for all their subject workers.
Out-of-state employers must provide Oregon workers' compensation coverage for their
workers who work at a'single location within Oregon for more than 30 days in a calendar
year. Consultants who perform work without the assistance or labor of any employee need
not obtain such coverage. This shall include Employer's Liability Insurance with coverage
limits of not less than$1,000,000 each accident.
D. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional Liability,
shall include the City its officers, employees, agents and representatives as additional
insureds with respect to this contract. Coverage will be endorsed to provide a"per project"
aggregate.
E. Extended Reporting Coverage
If any of the aforementioned liability insurance is arranged on a "claims-made" basis,
Extended Reporting coverage will be required at the completion of this contract to a
duration of 24 months or the maximum time period the Consultant's insurer will provide
such if less than 24 months. Consultant will be responsible for furnishing certification of
Extended Reporting coverage as described or continuous "claims-made" liability coverage
for 24 months following contract completion. Continuous "claims-made" coverage will be
acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or
before the effective date of this contract. Coverage will be endorsed to provide a "per
project"aggregate.
F. Insurance Carrier Rating
Coverage provided by the Consultant 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 equip alent The City reserves the right
to reject all or any insurance carrier(s)with an unacceptable financial rating.
G. 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 the Contractor is self-insured for
commercial general liability or automobile liability insurance the Contractor must provide
evidence of such self-insurance. The 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.
H. Certificates of Insurance
As evidence of the insurance coverage required by the contract,the Consultant shall furnish
a Certificate of Insurance to the City. No contract shall be effective until the required
Certificates of Insurance have been received and approved by the City. The certificate will
specify and document all provisions within this contract and include a copy of Additional
Insured Endorsement A renewal certificate will be sent to the address below prior to
coverage expiration.
6 1 Page
I. Independent Contractor Status
The service or services to be rendered under this contract axe those of an independent
contractor. Contractor is not an officer, employee or agent of the City as those terms are
used in ORS 30.265.
J. Primary Coverage Clarification
The parties agree that Consultant's coverage shall be primary to the extent permitted by law.
The parties further agree that other insurance maintained by the City is excess and not
contributory insurance with the insurance required in this section.
K. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general liability
and commercial automobile policies required by this contract.
A certificate in form satisfactory to the City certifying to the issuance of such insurance will
be forwarded to:
City of Tigard
Atlas: Contracts and Purchasing Office
13125 SW Hall Blvd
Tigard,Oregon 97223
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 shall not be construed to limit Consultant's liability
hereunder. Notwithstanding said insurance, Consultant shall be obligated for the total amount
of any damage,injury,or loss caused by negligence or neglect connected with this contract.
9. Termination Without Cause
At any time and without cause, City shall have the right in its sole discretion, to terminate this
Agreement by giving notice to Consultant. If City terminates the contract pursuant to this
paragraph,it shall pay Consultant for services rendered to the date of termination.
10. Termination With Cause
A. City may terminate this Agreement effective upon delivery of written notice to Consultant,
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 axe modified, changed, or interpreted in
such a way that the services are no longer allowable or appropriate for purchase
7 1 Page
under this Agreement.
3) If any license or certificate required by law or regulation to be held by Consultant, its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked, or not renewed.
4) If Consultant becomes insolvent,if voluntary or involuntary petition in bankruptcy is
filed by or against Consultant, if a receiver or trustee is appointed for Consultant, or
if there is an assignment for the benefit of creditors of Consultant.
Any such termination of this agreement under paragraph (A) shall be without prejudice
to any obligations or liabilities of either patty already accrued prior to such termination.
B. City, by written notice of default (including breach of contract) to Consultant, may
terminate the whole or any part of this Agreement:
1) If Consultant fails to provide services called for by this agreement within the time
specified herein or any extension thereof, or
2) If Consultant fails to perform any of the other provisions of this Agreement, or so
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 days or such other period as City may authorize.
3) If Consultant fails to eliminate a conflict as described in Section 14 of this
agreement.
The rights and remedies of City provided in the above clause related to defaults (including
breach of contract) by Consultant shall not be 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), Consultant shall be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred, an
amount which bears the same ratio to the total fees specified in this Agreement as the
services satisfactorily rendered by Consultant bear to the total services otherwise
required to be performed for such total fee; provided, that there shall be deducted from
such amount the amount of damages,if any, sustained by City due to breach of contract
by Consultant. Damages for breach of contract shall be those allowed by Otegon law,
reasonable and necessary attorney fees, and other costs of litigation at trial and upon
appeal.
11. Non-Waiver
The failure of City to insist upon or enforce strict performance by Consultant of any of the
terms of this Agreement or to exercise any rights hereunder, should not be construed as a
waivet or relinquishment to any extent of its rights'to assert or rely upon such terms or rights
on any future occasion.
12. Method and Place of Giving Notice, Submitting Bills and Making P"Ments
All notices,bills and payments shall 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 shall be used to transmit notices,bills,payments,.and other information:
8 1 Page
CITY OF TIGA" CFM STRATEGIC SERVICES
Attn: Kent Wyatt Attn:Dale Penn
Address: 13125 SW Hall Blvd. Address: 1100 SW 6'Ave Ste 1425
Tigard, Oregon 97223 Portland OR 97204
Phone: (503) 718-2809 Phone: 503-294-9120
Email: kent@tiga.rd-o.t.gov Email: daletQcfmudx.com
and when so addressed, shall be deemed given upon deposit in the United States mail, postage
prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances,
notices, bills and payments shall 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.
13. Merger
This writing is intended both as a final expression of the Agreement between the patties with
respect to the included terms and as a complete and exclusive statement of the terms of the
Agreement. No modification of this Agreement shall be effective unless and until it is made in
writing and signed by both parties.
14. Professional Services
The City requires that services provided pursuant to this agreement shall be provided to the
City by an Consultant, which does not represent clients on matters contrary to City interests.
Further, Consultant shall not engage services of an Consultant and/or other professional who
individually, or through members of his/her same firm, represents clients on matters contrary
to City interests.
Should the Consultant represent clients on matters contrary to City interests or engage the
services of an Consultant and/or other professional who individually,-or through members of
his/her same firm, represents clients on matters contrary to City interests, Consultant shall
consult with the appropriate City representative regarding the conflict.
After such consultation, the Consultant shall have 7 days to eliminate the conflict to the
satisfaction of the City. If such conflict is not eliminated within the specified time period,the
agreement may be terminated pursuant to Section 10 (B -3) of this agreement.
15. Force Majeure
Neither City not Consultant shall 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 shall
within ten days from the beginning of such delay,notify the other party.in writing of the cause
of delay and its probable extent Such notification shall not be the basis for a claim for
additional compensation. Each party shall, however,make all reasonable efforts to remove or
eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently
pursue performance of its obligation under the Agreement.
9 Page
16. Non-Discrimination
Consultant agrees to comply with all applicable requirements of federal and state civil rights
and rehabilitation statues, rules, and regulations. Consultant also shall comply with the
Americans with Disabilities Act of 1990, ORS 659A.142, and all regulations and administrative
rules established pursuant to those laws. All facilities designed by Consultant under this
contract shall be designed to be readily accessible to and usable by individuals with disabilities
as required by the Americans with Disabilities Act
17. Errors
Consultant shall 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
18. Extra (Changes)Work
Only the City's Project Manager may authorize extra (and/or change) work. Failure of
Consultant to secure authorization for extra work shall constitute a waiver of all right to
adjustment in the contract price or contract time due to such unauthorized extra work and
Consultant thereafter shall be entitled to no compensation whatsoever for the performance of
such work.
19. Governing Law
The provisions of this Agreement shall be construed in accordance with the provisions of the
laws of the State of Oregon. Any action or suits involving any question arising under this
Agreement must be brought in the appropriate court of the State of Oregon.
20. Compliance With Applicable Law
Consultant shall comply with all federal, state, and local laws and ordinances applicable to the
work under this Agreement,including those set forth in ORS 279A,279B,and 279C.
21. Conflict Between Terms
It is further expressly agreed by and between the parties hereto that should there be any
conflict between the terms of this instrument in the proposal of the contract, this instrument
shall control and nothing herein shall be considered as an acceptance of the said terms of said
proposal conflicting herewith.
22. Access to Records
City shall have access to such books, documents, papers and records of Consultant as are
directly'pertinent to this Agreement for the purpose of making audit, examination, excerpts
and transcripts.
23. Audit
Consultant shall 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. Consultant 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.
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24. 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 shall
not be affected to the extent that it did not materially affect the intent of the parties when they
entered into the agreement.
25. Representations and Warranties
Consultant represents and warrants to the City that:
A. Consultant has the power and authority to enter into and perform this Agreement.
B. This Agreement, when executed and delivered, is a valid and binding obligation of
Consultant, enforceable in accordance with its terms.
C. Consultant (to the best of Consultant's knowledge, after due inquiry), for a period of no
fewer than six calendar years (or since the firm's inception if less than that) preceding the
effective date of this Agreement, faithfully has complied with:
1) All tax laws of this state, including but not limited to ORS 305.620 and ORS
chapters 316, 317, and 318;
2) Any tax provisions imposed by a political subdivision of this state that applied to
Consultant, to Consultant's property, operations, receipts, or income, or to
Consultant's performance of or compensation for any work performed by
Consultant;
3) Any tax provisions imposed by a political subdivision of this state that applied to
Consultant, or to goods, services, or property, whether tangible or intangible,
provided by Consultant; and
4) Any rules, regulations, charter provisions, or ordinances that implemented or
enforced any of the foregoing tax laws or provisions.
D. Any intellectual property rights or such delivered to the City under this Agreement, and
Consultant's services rendered in the performance of Consultant's obligations under this
Agreement, shall be provided to the City free and clear of any and allrestrictions on or
conditions of use, transfer, modification, or assignment, and shall be free and clear of
any and all liens, claims, mortgages, security interests, liabilities, charges, and
encumbrances of any kind.
26. Compliance with Tax Laws
A. Consultant must, throughout the duration of this Agreement and any extensions, comply
with all tax laws of this state and all applicable tax laws of any political subdivision of the
State of Oregon. For the purposes of this Section, "tax laws" includes all the provisions
described in subsection 25.C. 1) through 4) of this Agreement.
B. Any violation of subsection A of this section shall constitute a material breach of this
Agreement. Further, any violation of Consultant's warranty, in subsection 25.0 of this
Agreement that the Consultant has complied with the tax laws of the State of Oregon and
the applicable tax laws of any political subdivision of this state also shall constitute a
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material breach of this Agreement. Any violation shall entitle 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 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 Consultant,in an amount equal to State's setoff right,without penalty;and
3) Initiation of an action or proceeding for damages, specific performance, declaratory
or injunctive relief. The City shall be entitled to recover any and all damages
suffered as the result of Consultant's breach of this Agreement, including but not
limited to direct, indirect, incidental and consequential damages, costs of cure, and
costs incurred in securing a replacement Consultant.
These remedies are cumulative to the extent the remedies are not inconsistent, and the City
may pursue any remedy or remedies singly, collectively, successively, or in any order
whatsoever.
27. Complete Agreement
This Agreement,including the exhibits,is intended both as a final expression of the Agreement
between the Parties and as a complete and exclusive statement of the terms. In the event of an
inconsistency 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 shall control. In the event of an
inconsistency between Exhibit A and Exhibit B,Exhibit A shall control.
No waiver, consent,modification, or change of terms of this Agreement shall bind either party
unless in writing and signed by both parties. Such waiver, consent, modification, or change if
made, shall be effective only in specific instances and for the specific purpose given. There are
no understandings, agreements, or representations, oral or written, not specified herein
regarding this Agreement. Consultant,by the signature of its authorized representative,hereby
acknowledges that he/she has read this Agreement, understands it and agrees to be bound by
its terms and conditions.
IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized
undersigned officer and Consultant has executed this Agreement on the date hereinabove first written.
CITY OF TIGARD CFM S TEGIC CATIONS,INC
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By:Authorized City o Tigard Representative By:Authorized Contractor Representative
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Date Date
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EXHIBIT A
SCOPE OF SERVICES
The Consultant shall tender professional services as described below:
• Communicating to key stakeholders the importance of the Lake Oswego-Tigard Water
Partnership,how long this effort has been ongoing,its current status and its importance to the
health, safety and economy of the two cities.
• Providing strategic and tactical advice and counsel relative to governmental issues affecting the
City.
• Coordinate with key legislators to advocate on behalf of Tigard and Lake Oswego.
• Provide regular updates to the City about the contractors activities.
13 1 Page
EXHIBIT B
CONSULTANT'S PROPOSAL
14 1 Page
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November 24, 2015
Mr. Kent Wyatt
City of Tigard
13125 SW Hall Blvd.
Tigard, OR 97223
Dear Kent:
This letter of agreement (this "Agreement") details the agreement between City of
Tigard ("Client") and CFM Strategic Communications, Inc. ("CFM") to provide public
affairs and lobbying to Client and to represent Client on issues related to state
involvement in Lake Oswego/Tigard Water Partnership.
CFM's Team
For purposes of this engagement, the CFM team will be as follows:
• Dan Jarman, CFM Partner.
• Norm Eder, CFM Partner.
• Dale Penn, Senior Public Affairs Associate.
• Ellen Miller, Public Affairs Associate.
Scope of Work
CFM will report to Kent Wyatt in the conduct of the following work plan:
• Advise Client on strategies for persuading state agencies to move more quickly
on remand issues related to Lake Oswego/Tigard project.
• Represent the Client as its liaison with Governor's office and state agency
officials as appropriate.
• Coordinate with key legislators to advocate on behalf of Tigard and Lake
Oswego.
• Provide regular updates to the Client about CFM activities on its behalf.
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Term and Termination
This Agreement commences on November 24, 2015. Either party may terminate this
Agreement for any reason by providing not less than 30 days' written notice to the other
party. The terms of this Agreement, that by their sense and context are intended to
survive the termination of this Agreement, shall survive the termination of this
Agreement.
Compensation
In consideration for its services, Client will pay CFM by the hour, at the following hourly
rates, plus reimbursement for usual and customary out-of-pocket expenses, with a cap
of$12,500 or 50 hours, whichever occurs first.
Dan Jarman $300/hour
• Norm Eder $300/hour
• Dale Penn $250/hour
• Ellen Miller $250/hour
CFM typically issues invoices at or shortly after the first of each month for services
provided in the previous month, and payments are due within 25 days from the date of
the invoice. Interest charges will apply to all account balances outstanding beyond 60
days. CFM will not-mark up any expense involving a third-party vendor or service. CFM
will be responsible for payment of all income, social security and other tax liabilities for
all CFM partners and employees. The first billing under this Agreement will occur on
January 5, 2016.
Lobbying Registration
CFM will take the necessary steps to register Client with the Oregon Government Ethics
Commission for CFM to lobby for Client and will assist Client with filing the necessary
Client/Employer Quarterly Expenditure Reports.
Compliance with Applicable Laws
Each party shall comply in all material respects with all applicable laws, rules and
regulations governing-its performance hereunder.
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Confidentiality
During the course of its work for Client, CFM and its employees may have access to
certain sensitive and proprietary Client information. CFM will hold such information in
strict confidence during the.term of this Agreement and until the date that is three years
after the date on which this Agreement terminates. The foregoing does not apply to any
information that must be disclosed by judicial, arbitral or governmental order or process
or operation of law, in which event CFM shall notify Client of the disclosure requirement
before making such disclosure, if allowed by applicable law, and shall comply with any
protective order or other limitation on disclosure that Client may obtain.
Indemnification and Insurance
CFM will defend, indemnify and hold Client harmless with respect to any third-party
claims or actions against Client to the extent based upon (i) the acts or omissions of
CFM if they constitute a breach of this Agreement, or (ii) any claim or action for libel,
slander, piracy, plagiarism, invasion of privacy or infringement of intellectual property
(including copyrights) if they arise from materials prepared by CFM, except where any
such claim or action may arise out of material furnished by Client as contemplated in the
following paragraph.
Client will defend, indemnify and hold CFM harmless with respect to any third-party
claims or actions against CFM to the extent based upon (i) the acts or omissions of
Client if they constitute a breach of this Agreement, (ii) the use by CFM of materials
furnished by Client or where material created by CFM is changed by Client without
CFM's prior written consent, or (iii) any claim or action for libel, slander, piracy,
plagiarism, invasion of privacy or infringement of intellectual property (including
copyrights) if they arise from materials furnished by Client. "Materials furnished by
Client" includes, without limitation, information or data provided by or through Client that
CFM uses to substantiate claims made in public communications on Client's behalf.
In the event of any proceeding against Client by any regulatory agency or in the event of
any court action challenging the validity or propriety of any work involving CFM, to the
extent not covered by CFM's obligations set forth herein to defend, indemnify and hold
harmless Client, CFM shall provide reasonable assistance in the preparation of the
defense of such action or proceeding and cooperate with Client. Client will reimburse
CFM for any out-of pocket costs incurred in connection with any such action or
proceeding.
CFM will maintain in force during the term of this Agreement, at its sole expense,
commercial general liability insurance coverage having a minimum limit of liability of one
million dollars ($1,000,000).
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Limitation of Liability
Notwithstanding anything to the contrary in this Agreement, in no event shall either party
be liable to the other for any incidental, indirect, special, consequential, punitive or
exemplary damages, lost profits, lost sales or anticipated orders, or damages for loss of
goodwill under or pursuant to this Agreement, even if a party was informed or knew or
should have known of the possibility of such damages or loss, except for damages or
losses arising from third-party indemnity liability. This limitation applies regardless of
whether such damages, claims or losses are sought based on breach of contract,
breach of warranty, negligence, strict liability, misrepresentation or any other legal or
equitable theory.
Miscellaneous
This Agreement shall be governed by Oregon law, without regard to its conflicts of law
rules. The parties agree to discuss any dispute relating to this Agreement for a period of
not less than 30 days before either party may institute formal legal proceedings against
the other with respect to such dispute, except with respect to breaches (whether
threatened or actual) of covenants for which equitable relief is sought. This Agreement
constitutes the entire agreement between the parties with respect to its subject matter,
and there are no other agreements, understandings, restrictions, warranties or
representations (whether written or oral) concerning the subject matter of this
Agreement. The parties may amend this Agreement by written addendum signed by
both parties to include other terms, including additional projects in the Scope of Work
and fees for such projects.
Dated as of November , 2015 by the undersigned duly authorized representatives
of Client and CFM.
City of Tigard CFM Strategic Communications, Inc.
Name: Kent Wyatt Norm Eder
Title: Co-owner and partner
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