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Talbot, Korvola & Warwick ~ C110001 111Nq TIGARD March 30, 2015 City of Tigard Talbot, Korvola &Warwick LLP Attn: Tim Gillette 4800 SW Meadows Rd Ste 200 Lake Oswego, OR 97035 REF.: Professional Auditing Services Period: May 1, 2015 through April 30, 2016 CONTRACT NOTICE OF AWARD - RENEWAL Dear Mr. Gillette: 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 fourth and final (4th) one-year extension to the Contract effective from May 1, 2015 through April 30, 2016. 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 Talbot, Korvola & Warwick LLP Since ,ely, l ----- A.' amie Gree . wia , . — Purchasing Assistant 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:? 0r kPAVDM & Wiv4w(GK Signed: 47/4 L i, LI° Date: /f/A. 1( 7flt.�5`� Printed: --rie,GazC. TTZL /D 13125 SW Hall Blvd. • Tigard, Oregon 97223 • 503.639.4171 TTY Relay: 503.684.2772 • www.tigard-or.gov I IN • TIGARD April 10, 2014 City of Tigard Talbot, Korvola & Warwick LLP Attn: Tim Gillette 4800 SW Meadows Rd Ste 200 Lake Oswego, OR 97035 REF.: Professional Auditing Services Period: May 1, 2014 through April 30, 2015 CONTRACT NOTICE OF AWARD - RENEWAL Dear Mr. Gillette: 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 third (3rd) one-year extension to the Contract effective from May 1, 2014 through April 30, 2015. 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 Talbot, Korvola & Warwick LLP Sincerely, Jamie Greenberg , Purchasing Assistant 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. 4�i Company:17040r gala 1 & W/41✓(C ' Signed: A - Date: ASK a 1 zo(( Printed: T T 1Q- t LZT r 13125 SW Hall Blvd. • Tigard, Oregon 97223 • 503.639.4171 TTY Relay: 503.684.2772 • www.tigard-or.gov IX. i r • N T I GARD Ap ril 11 , 2013 City of Tigard Talbot, Korvola & Warwick LLP Attn: Robert Moody 4800 acad r-A - e--S . 4-€w e. aclo 4 -t zod • • - _ 1..�►ic.�. Osw e_�n , c�R.. q'c'c, REF. : Professional Auditing Services Period: May 1, 2013 through April 30, 2014 CONTRACT NOTICE OF AWARD - RENEWAL Dear Mr. Moody: The City of Tigard has determined that our company has performed Y p y as p din accordance with the requirements of our Agreement. Therefore, the City of Tigard,ty o g d, pursuant to the renewal/extension clause contained in the terms and conditions of the Agreement, desires to exercise its second (2nd) one-year extension to the Contract effective e from May 1, 2013 through April 30, 2014. This renewal period shall be governed by the specifications, fcations, pricing, and the terms and conditions set forth er the above referenced ed Contract. Please acknowledge acceptance of this renewal by signing y g g t h1s document in the space provided below and returning it to me within ten (10) days . Y (10) d y You may keep a copy for your records . The City looks forward to doing business with Talbot, Korvola & Warwick LLP Sincerely, _sr tigiSfillill■a- I mie reenber ft g Sr. Accounting Assistant 503-718-2492 Jamie@tigard-or.gov I/We hereby acknowledge acceptance of this Contract renewal, and be bound by all requirements, terms, and conditions as set forth in the abov - eferenced Contract. • Company: bfti I� r,,d�a ��..a � � � � �� Si nee. : r� g 1 Date: '"/2o �3 r Printed:asagiaa 13125 SW Hall Blvd. • Tigard, Oregon 97223 • 503 . 639 . 4171 TTY Relay: 503 . 684 .2772 • www.tigard-or. gov Contract #C, '7411 CITY OF TIGARD, OREGON PERSONAL SERVICES CONTRACT TIGARD PROFESSIONAL AUDITING SERVICES THIS AGREEMENT made and entered into this 26s` day of May, 2011 by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Talbot, Korvola & Warwick, LLP, hereinafter called Auditor. RECITALS WHEREAS, the City's 2010 -2011 Fiscal Year budget provides for services related to professional audit services; and WHEREAS City has need for the services of a company with a particular training, ability, knowledge, and experience possessed by Auditor, and WHEREAS City has determined that Auditor is qualified and capable of performing the professional services as City does hereinafter require, under those terms and conditions set forth, THEREFORE the Parties agree as follows: 1. SERVICES TO BE PROVIDED Auditor shall initiate services immediately upon receipt of City's notice to proceed together with an executed copy of this Agreement. Auditor agrees to complete work that is detailed in Exhibit A and by this reference made a part hereof. Any and all work assigned by the City will be contained in subsequent scope of work as needed 2. EFFECTIVE DATE AND DURATION This Agreement shall become effective upon the date of execution, and shall expire, unless otherwise terminated or extended, on April 30, 2012. This Agreement includes the mutual option be between the Parties to renew for up to four (4) additional one -year periods. The Auditor shall notify the City no later than February 1S` of each available renewal year of their desire to exercise a renewal option. The Auditor shall submit their proposed staffing assignments for the service to the City during that option year along with any proposed revised price structure. The total term of the contract cannot exceed five (5) years. All work under this Agreement shall be completed prior to the expiration of this Agreement. 3. COMPENSATION The City agrees to pay Auditor in accordance with the fee schedule outlined in Exhibit A for performance of those services described herein and in any subsequent agreements that arise from the work under this Agreement. The total amount paid to the Auditor by the City or the first year of this agreement shall not exceed Fifty Five Thousand Eight Hundred Five and No /100 Dollars ($55,805.00) if all tasks are completed. The total spent in any renewal year shall be dependent upon and follow any agreed upon revisions to the pricing structure. The City estimates that the total cost of the contract over the possible five (5) years shall not exceed Two Hundred Seventy Five Thousand and No /100 Dollars ($275,000.00.) Any and all payments made to the Auditor shall be based upon the following applicable tettns: A. Payment by City to Auditor for performance of services under this Agreement includes all expenses incurred by Auditor, with the exception of expenses, if any identified in this Agreement as separately reimbursable. City of Tigard I 13125 SW Hall Blvd., Tigard, OR 97223 I (503) 639 -4171 1 www.tigard- or.gov B. Payment will be made in installments based on Auditor's invoice, subject to the approval of the City Manager, or designee, and not more frequently than monthly. Payment shall be made only for work actually completed as of the date of invoice. C. Payment by City shall release City from any further obligation for payment to Auditor, for services performed or expenses incurred as of the date of the invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. D. Auditor shall make payments promptly, as due, to all persons supplying labor or materials for the prosecution of this work. E. Auditor shall not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. F. Auditor shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. G. If Auditor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to Auditor or a subcontractor by any person as such claim becomes due, City's Finance Director may pay such claim and charge the amount of the payment against funds due or to become due the Auditor. The payment of the claim in this manner shall not relieve Auditor or their surety from obligation with respect to any unpaid claims. H. Auditor 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. I. Auditor 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 Auditor or all sums which Auditor agrees to pay for such services and all moneys and sums which Auditor 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. J. The City certifies that sufficient funds are available and authorized during the current fiscal year for expenditure to finance costs of this contract. Appropriations for future fiscal years shall be subject to the City's annual budget process and adoption by Tigard City Council. 4. OWNERSHIP OF WORK PRODUCT City shall be the owner of and shall be entitled to possession of any and all work products of Auditor which result from this Agreement, including any computations, plans, correspondence or pertinent data and information gathered by or computed by Auditor prior to termination of this Agreement by Auditor or upon completion of the work pursuant to 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, Auditor shall be fully responsible for the acts or omissions of any subcontractor and of all persons employed by Page 2 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. STATUS OF AUDITOR AS INDEPENDENT AUDITOR Auditor certifies that: A. Auditor acknowledges that for all purposes related to this Agreement, Auditor is and shall be deemed to be an independent Auditor as defined by ORS 670.700 and not an employee of City, shall not be entitled to benefits of any kind to which an employee of City is entitled and shall be solely responsible for all payments and taxes required by law. Furthermore, in the event that Auditor is found by a court of law or any administrative agency to be an employee of City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Auditor under the terms of this Agreement, to the full extent of any benefits or other remuneration Auditor 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 Auditor or to a third party) as a result of said finding. B. The undersigned Auditor 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 Auditor, either directly or indirectly, in connection with the letting or performance of this Agreement, except as specifically declared in writing. If this payment is to be charged against Federal funds, Auditor certifies that he /she is not currently employed by the Federal Government and the amount charged does not exceed his or her normal charge for the type of service provided. Auditor 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. C. Auditor certifies that it currently has a City business license or will obtain one prior to delivering services under this Agreement. D. Auditor is not an officer, employee, or agent of the City as those terms are used in ORS 30.265. 7. INDEMNIFICATION City has relied upon the professional ability and training of Auditor as a material inducement to enter into this Agreement. Auditor warrants that all 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 Auditor's work by City shall not operate as a waiver or release. Auditor agrees to indemnify and defend the City, its officers, agents and employees 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 and (at both trial and appeal level, whether or not a trial or appeal ever takes place) 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 cover claims brought against the City under state or federal worker's compensation laws. If any aspect Page 3 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 Auditor and its subcontractors shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover all risks arising directly or indirectly out of Auditor's activities or work hereunder, including the operations of its subcontractors of any tier. The policy or policies of insurance maintained by the Auditor and its subcontractor shall provide at least the following limits and coverages: A. Commercial General Liability Insurance Auditor shall obtain, at Auditor'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 (1996 ISO 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 2,000,000 Products- Completed Operations Aggregate 1,000,000 Personal & Advertising Injury 1,000,000 Each Occurrence 2,000,000 Fire Damage (Any one fire) 50,000 Medical Expense (Any one person) 5,000 B. Commercial Automobile Insurance Auditor shall also obtain, at Auditor's expense, and keep in effect during the term of the contract, Commercial Automobile Liability coverage including coverage for all owned, hired, and non -owned vehicles. The Combined Single Limit per occurrence shall not be less than $1,000,000. C. Workers' Compensation Insurance The Auditor, its subcontractors, if any, and all employers providing work, labor, or materials under this Contract that are subject employers under the Oregon Workers' Compensation Law 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. Auditors who perform work without the assistance or labor of any employee need not obtain workers' compensation coverage. All non- exempt employers shall provide Employer's Liability Insurance with coverage limits of not less than $500,000 each accident. D. Additional Insured Provision The Commercial General Liability Insurance and Commercial Automobile Insurance policies and other policies the City deems necessary shall include the City, its officers, directors, and employees as additional insureds with respect to this contract. Page 4 E. Notice of Cancellation There shall be no cancellation, material change, exhaustion of aggregate limits or intent not to renew insurance coverage without 30 days written notice to the City. Any failure to comply with this provision will not affect the insurance coverage provided to the City. The 30 days notice of cancellation provision shall be physically endorsed on to the policy. F. Insurance Carrier Rating Coverages provided by the Auditor must be underwritten by an insurance company deemed acceptable by the City. The City reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. G. Certificates of Insurance As evidence of the insurance coverage required by the contract, the Auditor shall furnish a Certificate of Insurance to the City. No contract shall be effected until the required certificates have been received and approved by the City. The certificate will specify and document all provisions within this contract. A renewal certificate will be sent to the above address 10 days prior to coverage expiration. H. Independent Auditor Status The service or services to be rendered under this contract are those of an independent Auditor. Auditor is not an officer, employee or agent of the City as those terms are used in ORS 30.265. I. Primary Coverage Clarification The parties agree that Auditor'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. J. Cross - Liability Clause A cross - liability clause or separation of insureds clause will be included in all general liability, professional liability, pollution and errors and omissions policies required by this contract. Auditor's insurance policy shall contain provisions that such policies shall not be canceled or their limits of liability reduced without thirty (30) days prior notice to City. A copy of each insurance policy, certified as a true copy by an authorized representative of the issuing insurance company, or at the discretion of City, in lieu thereof, a certificate in form satisfactory to City certifying to the issuance of such insurance shall be forwarded to: City of Tigard Attn: Office of Risk Management 13125 SW Hall Boulevard Tigard, Oregon 97223 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 Auditor's liability hereunder. Notwithstanding said insurance, Auditor shall be obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this contract. Page 5 9. METHOD & PLACE OF SUBMITTING NOTICE, BILLS AND PAYMENTS 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: CITY OF TIGAR:D TALBOT, KORVOLA & WARWICK, LLP Attn: Toby LaFrance, FIS Director Attn: Robert G. Moody, Jr., Partner Address: 13125 SW Hall Blvd., Address: 4800 SW Macadam Avenue, Suite 400 Tigard, Oregon 97223 Portland, Oregon 97239 Phone: 503 - 718 -2406 Phone: 503 -274 -2849 Fax: 503 - 684 -7297 Fax: 503 - 274 -2853 Email Address: toby @tigard- or.gov Email Address: rmoody@tkw.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. 10. 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. 11. PROFESSIONAL SERVICES The City requires that services provided pursuant to this agreement shall be provided to the City by a Auditor that does not represent clients on matters contrary to City interests. Further, Auditor shall not engage services of an attorney and /or other professional who individually, or through members of his /her same firm, represents clients on matters contrary to City interests. Should the Auditor represent clients on matters contrary to City interests or engage the services on an attorney and /or other professional who individually, or through members of his /her same firm, represents clients on matters contrary to City interests, Auditor shall consult with the appropriate City representative regarding the conflict. After such consultation, the Auditor 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 13 (B) (3) of this agreement. 12. 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 Auditor. If City terminates the contract pursuant to this paragraph, it shall pay Auditor for services rendered to the date of termination. 13. TERMINATION WITH CAUSE A. City may terminate this Agreement effective upon delivery of written notice to Auditor, or at such later date as may be established by City, under any of the following conditions: Page 6 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 Auditor, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed. 4. If Auditor becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against Auditor, if a receiver or trustee is appointed for Auditor, or if there is an assignment for the benefit of creditors of Auditor. 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 Auditor, may terminate the whole or any part of this Agreement: 1. If Auditor fails to provide services called for by this agreement within the time specified herein or any extension thereof, or 2. If Auditor 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 (10) days or such other period as City may authorize. 3. If Auditor fails to eliminate a conflict as described in Section 11 of this agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Auditor 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), Auditor 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 Auditor 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 Auditor. 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. 14. ACCESS TO RECORDS City shall have access to such books, documents, papers and records of Auditor as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. Page 7 15. FORCE MAJEURE Neither City nor Auditor 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 (10) days from the beginning of such delay, notify the other party in writing of the cause of delay and its probable extent. Such notification 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 - WAIVER The failure of City to insist upon or enforce strict performance by Auditor 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. 17. NON - DISCRIMINATION Auditor agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statues, rules, and regulations. Auditor also shall comply with the Americans with Disabilities Act of 1990, ORS 659.425, and all regulations and administrative rules established pursuant to those laws. 18. ERRORS Auditor 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. 19. EXTRA (CHANGES) WORK Only the City's Project Manager for this Agreement, Toby LaFrance, Finance and Information Services Director, may authorize extra (and /or change) work. Failure of Auditor 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 Auditor thereafter shall be entitled to no compensation whatsoever for the performance of such work. 20. WARRANTIES All work shall be guaranteed by Auditor for a period of one year after the date of final acceptance of the work by the owner. Auditor warrants that all practices and procedures, workmanship and materials shall be the best available unless otherwise specified in the profession. Neither acceptance of the work nor payment therefore shall relieve Auditor from liability under warranties contained in or implied by this Agreement. 21. ATTORNEY'S FEES In case suit or action is instituted to enforce the provisions of this contract, the parties agree that the losing party shall pay such sum as the court may adjudge reasonable attorney fees and court costs, including attorney's fees and court costs on appeal. 22. 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. Page 8 23. COMPLIANCE WITH STATE AND FEDERAL LAWS /RULES Auditor shall comply with all applicable federal, state and local laws, rules and regulations, including, but not limited to, the requirements concerning working hours, overtime, medical care, workers compensation insurance, health care payments, payments to employees and subcontractors and income tax withholding contained in ORS Chapter 279B, the provisions of which are hereby made a part of this agreement. 24. 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. 25. AUDIT Auditor 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. Auditor 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. 26. 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 teiius 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. 27. CONDITIONS OF SUPPLYING A PUBLIC AGENCY Where applicable, seller must make payment promptly as due to persons supplying Auditor labor or materials for the execution of the work provided by this order. Auditor must pay all contributions or amounts due from Auditor to the Industrial Accident Fund incurred in the performance of this order. Auditor shall not permit any lien or claim to be filed or prosecuted against Buyer or any subdivision of City on account of any labor or material to be furnished. Auditor further agrees to pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. 28. HOURS OF LABOR If labor is performed under this order, then no person shall be employed for more than eight (8) hours in any one day, or forty (40) hours in any one week, except in cases of necessity, or emergency or where the public policy absolutely requires it, and in such cases, except cases of contracts for personal services as defined in ORS 279A.055, the labor shall be paid at least time and a half for all overtime in excess of eight (8) hours a day and for all work performed on Saturday and on any legal holidays as specified in ORS 279C.540. In cases of contracts for personal services as defined in ORS 279A.055, any labor shall be paid at least time and a half for all hours worked in excess of forty (40) hours in any one week, except for those individuals excluded under ORS 653.010 to 653.260 or under 29 USC SS 201 -209. 29. MEDICAL CARE AND WORKERS' COMPENSATION Auditor 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 such Auditor, of all sums which the Auditor agrees to pay for such services and Page 9 all moneys and sums which the Auditor collected or deducted from the wages of the employees pursuant to any law, Auditor agreement for the purpose of providing or paying for such service. 30. COMPLETE AGREEMENT This Agreement and attached exhibits constitutes the entire Agreement between the parties. 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. Auditor, by the signature of its authorized representative, hereby acknowledges that he 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 Auditor has executed this Agreement on the date hereinabove first written. The award of this contract was authorized by Tigard's Local Contract Review Board on May 24, 2011. CITY OF T AR15 BOT, Kt • VOLA & WARWICK, LLP d?-e' By: Craiosser, City Manager By: Authorized Agent o Auditor 6 17//7 )..4 2 c) i Date Date / Page 10 D. Workpaper Retention and Availability Materials and sets of working papers developed during the engagement will be maintained for a minimum of five (5) years from the date of the audit reports and will be made available for examinations by authorized representatives of the cognizant Federal audit agency, Oregon Secretary of State, the U.S. General Accounting Office and the City. E. Workpaper Preparation /Preparation of Final CAFR Document The City is responsible for closing the books, preparing trial balances, reconciling accounts, including bank accounts, and performing other management functions. City staff will prepare all necessary lead sheets, supporting schedules, and a draft CAFR for each year of the contract. City staff will also prepare and publish the CAFR after the final review by the Auditor. F. Meetings and Progress Reports 1. Commencement of Work Pre -audit conferences with City staff will be held no later than June 15 of each fiscal year to discuss the audit schedules. The Auditor will commence on the audit at a mutually agreeable date. 2. Exit Conferences Post -audit conferences to review the various reports and financial statements will be held with appropriate City officials at a mutually agreeable date. 3. Council Meetings The Auditor's management may be required to be present at any meetings of the City Council when matters regarding the audit or related reports are discussed. Meetings with individual Councilors or managers may also be requested. COST /RATE ESTIMATES 1. ANTICIPATED COST EACH FISCAL YEAR SERVICES FY 2011 -12 FY 2012 -13 FY 2013 -14 FY 2014 -15 FY 2015 -16 Financial Statement Audit $45,505 $42,700 $44,400 $46,185 $48,030 Single Audit 6,300 6,300 6,550 6,800 7,075 Cost of Supplies & Materials "i Included Included Included Included Included Additional Fees (if applicable)* - - - TOTAL $51,805 $49,000 $50,950 $52,985 $55,105 2. HOURLY RATES F/S AUDIT SINGLE TOTAL HOURLY TOTAL KEY PERSONNEL HOURS AUDIT HOURS HOURS RATE COST Partner 21 6 27 $190 $5,130 Manager 43 10 53 130 6,890 Senior 122 12 134 110 14,740 Staff 221 30 251 90 22,590 Clerical /Support 6 3 9 55 495 Other - QC 12 2 14 140 1,960 Total 425 63 488 $51,805 Page 14