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PFM Financial Advisors LLC ~ C190076 CITY OF TIGARD - CONTRACT SUMMARY & ROUTING FORM Contract Overview Contract/Amendment Number: C190076a1 Contract Start Date: 06/20/2019 Contract End Date: 05/31/2024 Contract Title: Financial Advisor Services Contractor Name: PFM Financial Advisors LLC Contract Manager: Eric Kang Department: FIN Contract Costs Original Contract Amount: $150,000.00 Total All Previous Amendments: n/a Total of this Amendment: n/a Total Contract Amount: $150,000.00 Procurement Authority Contract Type: Personal Services Procurement Type: Intermediate RFP <=$150K Solicitation Number: n/a LCRB Date: 05/14/2019 Account String: Fund-Division-Account Work Order – Activity Type Amount FY On-Call Contracts & Purchasing Approval Purchasing Signature: Comments: Update end date and pm DocuSign Routing Route for Signature Name Email Address Contractor Managing Director brownd@pfm.com City of Tigard Eric Kang Eric.kang@tigard-or.gov Final Distribution Contractor Thomas Toepfer toepfert@pfm.com Project Manager Eric Kang Eric.kang@tigard-or.gov Project Manager Andi Beebe beebea@pfm.com Buyer Toni Riccardi tonir@tigard-or.gov City of Tigard April 14, 2020 PFM Financial Advisors LLC. Attn: Managing Director 650 Holladay St. Ste 1600 Portland OR 97232 REF.: Financial Advisor Services Period:June 1, 2020 through May 31, 2021 CONTRACT NOTICE OF AWARD — RENEWAL Contract# C190076 Dear Managing Director, The City of Tigard has determined that your company has performed in accordance with the requirements of our Agreement. Therefore, the City of Tigard, pursuant to the renewal/extension clause contained in the terms and conditions of the Agreement, desires to exercise its first (1) one- year extension to the Contract effective from June 1, 2020 through May 31, 2021. This renewal period shall be governed by the specifications, pricing, and the terms and conditions set forth per the above referenced Contract. Please acknowledge acceptance of this renewal by signing this document in the space provided below and returning it to me within ten (10) days. You may keep a copy for your records. The City looks forward to doing business with PFM Financial Advisors LLC. Sincerely, Jamie Greenberg Purchasing Specialist 503-718-2492 jamie@tigard-or.gov I/We hereby acknowledge acceptance of this Contract renewal, and agree to be bound by all requirements, terms, and conditions as set forth in the above referenced Contract. Company: PFM Financial Advisors LLC Signed: Date: April 21, 2020 Printed: Michael Berwanger, Managing Director CITY OF TIGARD OREGON-CONTRACT SUMMARY FORM (THIS FORMMUSTACCOMPANYEVERYCONTRACT) f Contract"Title: Financial Advisor Services Number: l( Contractor: PFM Financial Advisors LLC ' Contract Total: $150,000 Contract Overview: City, financial advisor in conjuction with bond issuances and/or other,financing issuances Initial Risk Level: ❑ Extreme High Moderate ' Low Risk Reduction:Steps: Risk Comments: Risk Signature: Contract Manager: Toby LaFrance Ext:, Department: Type: ❑ Personal Svc' ® Professional Svc ❑ Architectural Agr Q Public Imp ❑ General Svc Engineering Svc ❑ Other: Start Date: 6/20/2019_End Date:5/31/2020_ Quotes/Bids/Proposal: FIRM AMOUNT/SCORE PFM Financial Advisors LLC 1 Piper Laffray 2 Account!String: Fund-Divisj Account Work Order—Activity Type Amount FY Do not Encumber FY FY FY FY Approvals - LCRB Date: 5/14/2019 Department Comments: Department Signature: t Purchasing Comments: Purchasing Signature: City Manager Comments: City Manager Signature: i After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a completed Contract Checklist. ATTACHMENT C CITY OF TIGARD,OREGON PROFESSIONAL SERVICES AGREEMENT FINANCIAL ADVISOR SERVICES THIS AGREEMENT,made and entered into this 19'day of June,2019,by and between the City of Tigard, a municipal corporation, hereinafter referred to as the "City," and PFM Financial Advisors LLC, hereinafter referred to as the "Consultant." RECITALS WHEREAS, the City's Fiscal Year 2018-2019 budget provides for Financial Advisor services to act as a financial advisor in conjunction with bond issues and/or other financing issuances;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 Advisor Services 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 Scone of Services The Consultant shall perform professional financial advisor services in accordance with the terms and conditions set forth herein, and as provided in Exhibit A, which is attached hereto and by this reference made a part of this Agreement. 2. Elective 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 May 31, 2020 whichever comes first. All work under this Agreement shall be completed prior to the expiration of this Agreement. The City and Contractor may agree to up to four(4) mutual one (1) year options.The total term of the contract may not exceed five (5)years 3. Consultant's Erg: A. is Ff.Q 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 fall and complete payment for said services and all expenditures which may be made and expenses incurred, except as otherwise expressly provided in fl-iis Agreement. The total amount paid to the consultant over the possible life of this Agreement is not to exceed One Hundred Fifty Thousand and No/100 dollars ($150,000.00) 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. The hourly rates listed in Exhibit A shall be in effect for the life of this Agreement and may be adjusted annually by the Portland Metro CPI-U if the Parties agree to an extension year. B. Paymmt 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 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 CQ5L&m& 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�Id Identification on 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 hen 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 City shall have unlimited authority to use the materials received from the Financial Advisor in any way the City deems necessary. B. The City shall make copies,for the use of and without cost to the Financial Advisor,data pertinent to the work to be performed by the Financial Advisor pursuant to this Agreement,and also make any materials available to the City from any other public agency or body. 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 negligent or intentionally wrongful 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 diis 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. 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. Indemnity 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 including the investigation and defense thereof, resulting from or arising out of the negligent or intentionally wrongful 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 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 , 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 a negligent or intentionally wrongful act or omission by Consultant unrelated to the quality of professional services provided by Consultant in performance of this contract. S. 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 out of Consultant's activities or work hereunder. All subcontractors of any der must maintain the required insurance acceptable to the city,list the City of Tigard as an additional insured,and submit a certificate of insurance to the city. 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 2010 1185 or equivalent). This coverage shall include Contractual Liability insurance for the indemnity provided 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. PrQf CsfiiQnW 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 shall not 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 1 or Symbols 8 and 9 as applicable) Commercial Automobile Lability coverage on an "occurrence" form including coverage for all owned, hired, and non-owned vehicles. The Combined Single Limit per occurrence shah not be less than$2,000,000. 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 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. G. Insurance Slard crR. 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. 5r_1_fJniu1"n e 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 mini num insurance requirements for the type of coverage required. If the Contractor is self-insured for commercial general Lability 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. 1. Certificates of Insurance As evidence of the insurance coy 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. J. Indet)endenj Contract Q1 SJ=s 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 Primary Covera—ae 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. UnIg 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 ffie 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 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. 12. Method and Place of Gluing Notice, Submitting Bills and Making Pa=nts 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: 4.er "X Attn: Toby LaFrance Attn:Managing Director Address: 13125 SW Hall Blvd. Address: 650 Holladay St Ste 1600 Tigard,Oregon 97223 Portland OR 97232 Phone: (503) 718-2406 Phone: (503) 837-8445 Email: r - r, v Email: r w� 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. Me gc 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&r5iM 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 10 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. FQrcr,Majeure Neither City nor 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. 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,OLS 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 wider this Agreement must be brought in the appropriate court of the State of Oregon. 20. fhgirg:of Lav„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 US District Court for Oregon,Portland. 21. Cort ligpce Withplipable 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,2798,and 2790. 22. 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. 23. 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. 24. Audit Consultant shall maintain records to assure conformance with the terms and conditions of this Agreement,and to assure adequate perfonnance 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. 25. Le3=ahffiJy 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 shah not be affected to the extent that it did not materially affect the intent of the parties when they entered into the agreement. 26. Reprg5entgdgns and Warranties Contractor will guarantee work for a period of one year after the date of final acceptance of the work by the owner. Contractor warrants that all practices and procedures,workmanship and materials are the best available unless otherwise specified in the profession. Neither acceptance of the work nor payment therefore relieves Contractor from liability under warranties contained in or implied by this Agreement. Any intellectual property rights delivered to the City under this Agreement and Contractor's services rendered in the performance of Contractor's obligations under this Agreement,will be provided to the City free and clear of any and all restrictions on or conditions of use, transfer, modification, or assignment, and be free and clear of any and all liens, claims, mortgages, security interests, liabilities, charges,and encumbrances of any kind. 27. Compliance with Tax Lam 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 d-iis 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. 28. 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. Awarded by Tigard's Local Contract Review Board at their May 14,2019 meeting. CITY OF TIG PFM FINANCIAL ADVISORS LLC y: arty Wine,City Manager BTpthorized&o actor Representative Date Date EXHIBIT A SCOPE OE SERVICES IhURODUCTION The City is contracting with consultant to act as Tigard Financial Advisor to act as a financial advisor in conjunction with bond issues and/or other financing issuances. Scope of Services Tigard's Urban Downtown Urban Renewal District will need to issue debt prior to September 2,2019.The purpose of this debt will be to fund the urban renewal project and refund existing debt,including a final balloon payment of$791,680.93 due on September 2,2019. Tigard has an interest in financing a potential campus improvement,most likely a new Police Department and a facility for an Emergency Operations Center (EOC). The goal will be to finance part of the improvement through a voter approved GO Bonds using the city's current tax rate.The city is interested in asking the voters to approve the bonds in a manner that will not increase the tax rate that is currently approved for the city's two existing voter approved GO bonds for the Library (last payment in December 2022) and Parks (last payment in June 2031). Financing the project will also require other sources, potentially including non-voter approved GO debt. &hadmIg of Transaction Rates: Transaction Fees —All Securitv Types and Methods of Sale PAR VALUE: FEE Up to$20 Million $1.50 per$1,000 with a$25,000 minimum Over$20 million to$75 million $30,000 plus$0.75 per$1,000 over$20 million Over$75 million $75,000 2 his$0.25 per$1,000 over$75 million Hourly Rates: The hourly rate may be adjusted annually during an extension of the agreement by an amount not to exceed the Consumer Price Index for All Uban Consumers{CPI-U) for the U.S. City Average. Experience Level Hourly Rate Di-rector/Nana ' Director $315 Sr.ManConsultant $295 Sr.Anal st $250 Analyst $210 Associate $185 EXHIBIT B CONSULTANTS PROPOSAL EXHIBIT C Registered Municipal Advisor-,Required Disclosures Consultant is a registered municipal advisor with the Securities and Exchange Commission (the "SEC") and the Municipal Securities Rulemaking Board (the"MSR-B"),pursuant to the Securities Exchange Act of 1934 Rule 1513al-2. The parties agree that if the City has designated Consultant as its independent registered municipal advisor ('IRMA'� for purposes of SEC Rule 15Bal- 1(d)(3)(vi) (the"IRMA exemption"), the services provided pursuant to such designation shall be the services described in Elhibi �A hereto, subject to any limitations provided therein. Verification of independence (as is required under the IRMA exemption) shall be the responsibility of such third party seeking to rely on such IRMA exemption. Consultant shall have the right to review and approve in advance any representation of Consultant's role as IRMA to the City. MSRB Rules require that municipal advisors make written disclosures to their clients of all material conflicts of interest,certain legal or disciplinary events and certain regulatory requirements. Such disclosures are provided in Consultant's Disclosure Statement delivered to the City together with this Agreement. 2. Data to be Furnished LQ Consultant All information,data,reports, and records in the possession of the City or any third party necessary for carrying out any services to be performed under this Agreement ("Data") shall be furnished to Consultant. Consultant may rely on the Data in connection with its provision of the services under this Agreement and the provider thereof shall remain solely responsible for the adequacy,accuracy or completeness of such Data.