Smith-Wagar Brucker Consulting LLC ~ C170034 City of T.Vtd
CONTRACT CHANGE ORDER/ 13125,,W Hall Blvd.
AMENDMENT SUMMARY Ted,Oregon 97223
Phone-(503) 639-4171
FIELD CHANGE ORDER FORM Fax-(503) 684-7297Project Title: Financial Services Project Manager: Brian Rager
Contractor: Smith-Wagar Brucker Consulting LLC Original Contract #: 170034
Effective Dates: 07/01/17-06/30/18 1 Chane Order/Amendment Amount: 1/$30,000
Accounting String: 100-6000-54001 Amendment Percentage Running Total: %
AMENDMENT DETAILS
Amendment extends contract terms by one 1 year. Does not increase total contract value.
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
100-6000-54001 1 1 30,000 30,000
REASONING FOR CHANGE ORDER/AMENDMENT
Services needed beyond current year to accommodate audit and financial work.
BUDGET IMPACT AND REQUIRED ACi'IONs
REQUESTING PROJECT MANAGER APPRoviNfirCpTy STAFF
14 r
/1/7
Si afore ature
f
Date � Date
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 Signature
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 theproject's FY budget. Date
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
FINANCIAL AND ACCOUNTING ASSISTANCE—PUBLIC WORKS DEPARTMENT
AMENDMENT #1
The Agreement bet-ween the Citi-of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City, and Smith-Wagar Brucker Consulting,LLC, hereinafter referred to as Contractor, entered into on the 9'
day of November, 2016,is hereby amended as follows:
2. Effective Date and Duration
This agreement shall become effective upon the date of execution and shall expire, unless otherwise
terminated or extended, on completion of the work or jth,}e 30, 201:�June 30, 2018 whichever comes
first. All-work under this Agreement shall be completed prior to the expiration of this Agreement.
IN WITNESS WHEREOF, Cin- 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 TTIGARD SMITH-WAGAR BRUCKER CONSULTING,LLC
Signature Signature
L
Printed Name Printed Name)
--7/(11001-7
< 1'3'� 'OD -7
Date Date
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
(THIS FORM MUS TACCOMPANYEVERY CONTRACT)
Contract Title: Financial and Accounting Assistance—PW Dept Number: 1 10')OOZ 9
Cor.tractor. -91T)4k W -rc�s4 _ Conuact Total: $50,000
Conttact Overviews Assist the PW Department with day to day financial and bud _taty,assistance Will
include budget preparation. fund revenue aa&,sis, special fund e-:penditure
recommendations,and assistance arith CIP preparation
Initial Risk Level: ❑ Extreme ❑ High ❑Modeta.te Z Low
Risk Reduction Steps:
Risk Comments:
Risk Signature:
Contract Man.aget: Brian Rawer Ext- 2471 Department: PW
Tipe: ❑ Purchase Agreement ® Personal Service ❑ General Service ❑ Public Improvement
❑ IGA ❑ Other: Start Date: 11/9/16_ End Date: 6/30/17
Quotes/Bids;Proposal: FIRM MO 1NT/Sc oin
Summet Sears 0
Steve Sharp $150/hour
Smith-Wagar Brucker r%/hour
Account Stung: Fund-Division-Account Work Order—A tivij�:JWe A==
FY 17 100-6000-54001 $50,000
FY
FY
FY
FY
Approvals - LCRB Date:
Department Comments:
Department Signature:
Purchasing Comments:
Purchasing SW.at ne:
City Monager Comments:
City Manager Signature: f ,
After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract# 1003q
CITY OF TIGARD,OREGON
PROFESSIONAL SERVICES AGREEMENT
FINANCIAL AND ACCOUNTING ASSISTANCE—PUBLIC WORKS DEPARTMENT
THIS AGREEMENT,made and entered into this 9'day of November, 2016,by and between the City of
Tigard, a municipal corporation, hereinafter referred to as the "City," and Smith-Wagar Brucker Consulting,
LLC hereinafter referred to as the "Consultant."
RECITALS
WHEREAS, the City's 2016-2017 fiscal year budget provides for professional financial and accounting
services for the City;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 financial and accounting
services for the City as 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 financial and accounting 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 and shall expire, unless otherwise
terminated or extended, on completion of the work or June 30, 2017 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 an hourly rate
of One Hundred Twenty Five and No/100 Dollars ($125.00/hr.) 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 Fifty Thousand and No/100 Dollars ($50,000.00) over the life of this Agreement 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 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.
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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 famished,
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.
S. Agsagament/Delegaf=
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 parry 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,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.
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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 31 st 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.
G. Consultant is not an officer,employee,or agent of the City as those terms are used in ORS 30.265.
7.
A. The City has relied upon the professional ability and training of the Consultant as a material
inducement to enter into this Agreement. Consultant represents to the City that the work under
this contract will be performed in accordance with the professional standards of skill and care
ordinarily exercised by members of the Consultant's profession under similar conditions and
circumstances as well as the requirements of applicable federal, state and local laws, it being
understood that acceptance of an Consultant's work by the City shall not operate as a waiver or
release. Acceptance of documents by City does not relieve Consultant of any responsibility for
design deficiencies,errors or omissions.
B. Claims for other than Professional Liability. Consultant agrees and shall indemnify, defend, save
and hold harmless the City of Tigard,its officers,employees, agents,and representatives from all
claims, suits, or actions and all expenses incidental to the investigation and defense thereof, of
whatsoever nature, including intentional acts resulting from or arising out of the activities of
Consultant or its subcontractors, sub-consultants, agents or employees in performance of this
contract at both trial and appeal level,whether or not a trial or appeal ever takes place including
any hearing before federal or state administrative agencies.. If any aspect of this indemnity 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.
C. Claims for Professional Liability. Consultant agrees and shall indemnify, defend, save and hold
harmless the City of Tigard, its officers, employees, agents, and representatives from all claims,
suits,or actions and all expenses incidental to the investigation and defense thereof,arising out of
the professional negligent acts, errors or omissions of Consultant or its subcontractors, sub-
consultants, agents or employees in performance of professional services under this agreement.
Any work by Consultant that results in a design of a facility that is not readily accessible to and
2017 PrSA—PW Financial and Accounting Assistance 4 1 �,g
usable by individuals with disabilities shall be considered a professionally negligent act, error or
omission.
D. As used in subsections B and C of this section, a claim for professional responsibility is a claim
made against the City in which the City's alleged liability results directly or indirectly,in whole or
in part,from the quality of the professional services provided by Consultant,regardless of the type
of claim made against the City in performance of this contract. A claim for other than professional
responsibility is a claim made against the City in which the City's alleged liability results from an
act or omission by Consultant unrelated to the quality of professional services provided by
Consultant in performance of this contract.
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 cover risks arising directly or indirectly out of
Consultant's activities or work hereunder,including the operations of its subcontractors of any tier. Such
insurance shall 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 20101185 or equivalent). This coverage shall include Contractual Liability
insurance for the indemnity provided under this contract The following insurance will be carried:
Coverage UM*
*
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. Professional Liability
Consultant shall obtain,at Consultant's expense,and keep in effect during the term of this contract,
Professional Liability Insurance covering any damages caused by any actual or alleged negligent act,
error or omission in the rendering of or failure to render Professional Services.Combined single limit
per claim shall not be less than$2,000,000,or the equivalent Annual aggregate limit shallnot be less
than$3,000,000 and filed on a"claims-made"form.
C. 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.
2017 PrSA— PW Financial and Accounting Assistance 5 1 P
If Contractor operates a personally-owned vehicle for 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.
D. 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'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.
E. 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.
F. Extended ReVorting 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.
G. Insurance Carrier Ra ine
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 equivalent The City reserves the right to reject all or any insurance
carrier(s)with an unacceptable financial rating.
H. Self-Insurance
The City understands that some Contractors may self-insure for business risks and the City will
consider whether such self-insurance is acceptable if it meets the minimum insurance requirements
for the type of coverage required If 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.
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L 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.
I Independent Contractor Status
The service or services to be rendered under this contract are 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.
K. EdnI y 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.
L. 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
Attn: 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:
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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 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 party 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 Oregon 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 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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12. Method and Place of Giving Notice, Submitting;Bills and Making Paymen
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:
Cri,N'of Ticvu ) SMITH-WAGARBRUCKER CON-,MrING,LLC
Attn: Brian Rager,Public Works Director Attn: Debbie Slith-Wagar
Address: 13125 SW Hall Blvd. Address: 22859 SW Taylor Court
Tigard, Oregon 97223 Sherwood, Oregon 97140
Phone: (503) 718-2471 Phone: (503) 686-3527
Email: brig=LDdc ard-cr.gov Email;- debbiensrnith-wag,arbrucker corn
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 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 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/hex 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 seven (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 shallwithin ten days from the beginning of such delay, notify the other
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v _
parry 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 parry 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
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. Goveming 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 Atplicable 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
t
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. 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 SMITH-WAGAR BRUCKER CONSULTING,LLC
By: l�iarty Wine, City Manager By: Authorized Contractor Rep sentative
Date Date
2017 PrSA—PW Financial and Accounting Assistance 11
EXHIBIT A
SCOPE OF SERVICES
The Consultant shall render professional services as described below.
• Budgetary assistance in the Public Works Department,including.
o Meet with department managers and supervisors to go over their proposed budgets;
o Assist with the development of decision packages;
• Assistance with Springbrook system financial reporting,which will include review of detailed fund
analysis reports developed by the former Business Manager and working with Finance staff toward a
solution of continuing production of these helpful reports
• Work with Finance and Information Services to formalize appropriate use of special revenue and
enterprise fund for support of the operations of the Public Works Department.
o Review and contribute to policy document clarifying fund usage and how the usage applies to Tigard
Public Works.
o Assist with implementation and write procedures for Springbrook timesheets for Public Works field
and office staff.
• Other accounting and budgeting issues as identified
Work will be directed by the Public Works Director.
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EXHIBIT B
SCHEDULE OF RATES
Consultant's Hourly Rate—$125.00
Estimated Hours Commitment—300
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