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Moss Adams LLP ~ C170001 ■ m City of Tigard June 3, 2020 Moss Adams LLP Attn:James Lanzarotta 975 Oak Street, Ste 500 Eugene, OR 97401 REF.: Auditing Services Period:July 1, 2020 through June 30, 2021 CONTRACT NOTICE OF AWARD— RENEWAL Contract# C170001 Dear Mr. Lanzarotta, 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 second(2) and final one-year extension to the Contract effective from July 1, 2020 through June 30, 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 Moss Adams LLP. 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 Contra Company: Moss Adams LLP Signed: r Date: July 6, 2020 Printed: James C. Lanzarotta CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM (THIS FORMMUSTACCOMPANYEVERY CONTRACT Contract Title: Number: C170001 Contractor: Moss Adams Contract Total: _$62,100 First year Contract Overview: Provide professional services for the city's annual external financial audit audit of CAFR. Audit on Urban Renewal Agency Financial Statements And provide a "Single Audit" - Initial Risk Level: ❑ Extreme ❑ High ® Moderate ❑ Low Risk Reduction Steps: Insurance requirements per contract Risk Comments: Risk Signature: Contract Manager. Cara Fitzpatrick Ext: 2493 Department: FIS Type: ❑ Purchase Agreement ❑ Personal Seri-ice ® General Service ❑ Public Improvement ❑ IG A ❑ Other: Start Date: 6/20/16 End Date:_6/30/19 Quotes/Bids/Proposal: FIRM AMO NT/ CORE Moss Adams 543 TKXX' 528 Eide Bailly 431 Menna& Company 438 Account String: Fund-Division-Account Work Order—Activity Tyke Amount FY 2017 600-2100-54001 $54,000 FY 2018 600-2100-54001 $55,890 FY 2019 600-2100-54001 $57.846 FY 2020 600-2100-54001 $59,870 FY 2021 600-2100-54001 $61,966 Approvals - LCRB Date: Lo, Z j Department Comments: Department Signature: AL4XAL. Cara Fitzi2atrick Purchasing Comments: Purchasing Signature: Tannie Greenberg Ci", Manager Comments: City Manager Signature: Mar -Wine After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a completed Contract Checklist, L-\FIN\Contracts\FY 2013-16\2016 Audit Contract/Contract Summag Form—ExternalAudit MossAdams.doc ATTACHMENT C CITY OF TIGARD,OREGON PROFESSIONAL SERVICES AGREEMENT AUDITING SERVICES THIS AGREEMENT,made and entered into this 27`"day of April,2016,by and between the City of Tigard, a municipal corporation,hereinafter referred to as the"City," and Moss Adams,hereinafter referred to as the "Consultant." RECITALS WHEREAS,the City's Fiscal Year 2015-16 budget provides for Auditing Services;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 Auditing Services for the project described in this Agreement,and the Consultant is willing and qualified to perform such services; THEREFORE,in consideration of the promises and covenants contained herein, the parties hereby agree as follows: 1. Consultant's Scope of Services The Consultant shall perform professional Auditing Services relevant to the Project in accordance with the terms and conditions set forth herein,and as provided in Exhibit A,which is attached hereto and by this reference made a part of this Agreement. 2. Effective Date and Duration This agreement shall become effective upon the date of execution by the City's Local Contract Review Board,and shall expire,unless otherwise terminated or extended,on completion of the work or June 30, 2019 whichever comes first. All work under this Agreement shall be completed prior to the expiration of this Agreement. The City and Consultant may agree to up to two (2) mutual one (1) year options.The total term of the contract may not exceed five (5) years. 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 a fixed fee as set forth 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 Sixty Two Thousand One Hundred Dollars and No/100 ($62,100.00)without prior written authorization. Consultant and City acknowledge consultant may request an annual increase of 3.5% on each anniversary date. Such a request shall be made in writing no less than 60 days prior to annual anniversary date. 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 Consultant's compensation will not be adjusted unless City of Tigard 1 13125 SW Hall Blvd., Tigard, OR 97223 1 (503) 639-4171 1 �-,--,x-w.tigard-or.g_ov i 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 2016 Professional Auditing Services 2 1 Pa g e S i 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 make copies,for the use of and without cost to the Consultant,of all of its records, or other data pertinent to the work to be performed by the Consultant pursuant to this Agreement, and also make available any other records, or other materials available to the City from any other public agency or body. B. Any final audit reports and other completed deliverables created under this Agreement and delivered to the City are the sole property of the City (hereafter, "Deliverables"). The City shall not modify the audit report or any other Deliverable issued under Consultant's name. Consultant may retain a copy of Deliverables for archival purposes. C. Consultant shall own its working papers and any engagement documentation and accounting- related general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software,materials or other intellectual property or information which may have been discovered, created, received, developed or derived by Consultant either prior to or as a result of providing services under the Agreement (collectively, "Consultant Materials"). Consultant and its personnel are free to use and employ their general skills,know how,and expertise, and to use, disclose,and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of this Agreement so long as they acquire and apply such information without any unauthorized use or disclosure of confidential or proprietary information of City. D. The Consultant shall make its audit working papers developed in the course of work for the City available for examination by authorized representatives of the cognizant Federal audit agency,the Oregon Secretary of State and the U.S. General Accounting Office at no additional expense to the City except as provided elsewhere in this Agreement. 5. Assignment/Delegation Neither party shall assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment shall be of any force or effect whatsoever unless and until the other party has so consented. If City agrees to assignment of tasks to a subcontract, Consultant shall be fully responsible for the acts or omissions of any subcontractors and of all persons employed by them, and neither the approval by City of any subcontractor nor anything contained herein shall be deemed to create any contractual relation between the subcontractor and City. 6. Consultant is Independent Contractor A. The City's project director,or designee,shall be responsible for determining whether Consultant's work product is satisfactory and consistent with this agreement,but Consultant is not subject to the direction and control of the City. Consultant shall be an independent contractor for all purposes and shall be entitled to no compensation other than the compensation provided for under Section 3 of this Agreement. B. Consultant is an independent contractor and not an employee of City. Consultant acknowledges Consultant's status as an independent contractor and acknowledges that Consultant is not an employee of the City for purposes of workers compensation law,public employee benefits law,or 2016 Professional Auditing Services 3 1 1> a g c IIS 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. Consultant's indemnification obligation related to a breach of the foregoing representation is as set forth in Section C below. B. Claims for other than Professional Liability. With regard to claims for other than Professional Liability (defined in Section D below), 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 2016 Professional Auditing Services 4 1 P a g e 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. With regard to claims for Professional Liability (defined in Section D below),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. Notwithstanding the foregoing,Consultant has no obligation of indemnity if any such claims,suits,or actions are caused by the negligence (whether sole,concurrent,or contributory) of the City. 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(which may be provided in combination with umbrella insurance): 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 2016 Professional Auditing Services 5 1 Page i 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 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 l or Symbols 8 and 9 as applicable) Commercial Automobile Liability coverage on an "occurrence" form including coverage for all owned, hired, and non-owned vehicles. The Combined Single Limit per occurrence shall not be less than$2,000,000. If Contractor operates a personally-owned vehicle 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 may be provided via blanket endorsement. 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. G. Insurance Carrier Rating Coverage provided by the Consultant must be underwritten by an insurance company deemed acceptable by the City. All policies of insurance must be written by companies having an A.M.Best rating of"A-VII" or better, or equivalent. The City reserves the right to reject all or any insurance carrier(s)with an unacceptable financial rating. 2016 Professional Auditing Services 6 1 1' a g e i 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. I. 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 A 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. 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. Primary Coverage Clarification The parties agree that Consultant's coverage shall be primary to the extent permitted by law. The parties further agree that other insurance maintained by the City is excess and not contributory insurance with the insurance required in this section. 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 (other than declarations pages for Professional Liability), 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. 2016 Professional Auditing Services 7 1 l? a g e 9. Termination Without Cause At any time and without cause,City shall have the right in its sole discretion,to terminate this Agreement by giving notice to Consultant. If City terminates the contract pursuant to this paragraph,it shall pay Consultant for services rendered to the date of termination. 10. Termination With Cause A. City may terminate this Agreement effective upon delivery of written notice to Consultant, or at such later date as may be established by City,under any of the following conditions: 1) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified to accommodate a reduction in funds. 2) If Federal or State regulations or guidelines 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 2016 Professional Auditing Services 8 1 Page i allowed by Oregon law. C. Consultant,by written notice to the City,may terminate the whole or any part of this Agreement if applicable professional standards related to Consultant's services as auditor recommend that Consultant consider withdrawal from the engagement as an appropriate recourse. 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 Giving Notice, Submitting Bills and Making 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 TIGARD Moss ADAmis LLP Attn: Cara Fitzpatrick, CPA,Asst. Fin. Dir. Attn: James Lanzarotta Address: 13125 SW Hall Boulevard Address: 975 Oak Street, Suite 500 Tigard,Oregon 97223 Eugene,Oregon 97401 Phone: (503) 718-2493 Phone: (541) 225-6070 Email: carapdgard-or.gov Email: jim.lanzarottagmossadams.com and when so addressed, shall be deemed given upon deposit in the United States mail,postage prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances, notices, bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to who notices, bills and payments are to be given by giving written notice pursuant to this paragraph. 13. Merger This writing is intended both as a final expression of the Agreement between the 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 a Consultant and/or other professional who individually, or through members of bis/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. 2016 Professional Auditing Services 9 1 Page 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 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,ORS 659A.142,and all regulations and administrative rules established pursuant to those laws. All facilities designed by Consultant under this contract shall be designed to be readily accessible to and usable by individuals with disabilities as required by the Americans with Disabilities Act. 17. Errors Consultant shall perform such additional work as may be necessary to correct errors in the work required under this Agreement without undue delays and without additional cost. 18. Extra (Changes) Work Only the City's Project Manager may authorize extra (and/or change) work. Failure of Consultant to secure authorization for extra work shall constitute a waiver of all right to adjustment in the contract price or contract time due to such unauthorized extra work and Consultant thereafter shall be entitled to no compensation whatsoever for the performance of such work. 19. Governing Law The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. 20. Compliance With Applicable Law Consultant shall comply with all federal, state, and local laws and ordinances applicable to the work under this Agreement,including those set forth in ORS 279A,27913,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. 2016 Professional Auditing Services 10 1 P a g e i 22. Access to Records City shall have access to such books, documents, papers and records of Consultant as are directly pertinent fees and expenses charged under 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 fees and expenses charged under this Agreement to assure the accurate expenditure of funds. 24. Severability In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction,the validity of the remaining terms and provisions shall not be affected to the extent that it did not materially affect the intent of the parties when they entered into the agreement. 25. Representations and Warranties Consultant represents and warrants to the City that: I A. Consultant has the power and authority to enter into and perform this Agreement. S. This Agreement, when executed and delivered, is a valid and binding obligation of Consultant, enforceable in accordance with its terms. C. Consultant (to the best of Consultant's knowledge, after due inquiry), for a period of no fewer than six calendar years (or since the firm's inception if less than that) preceding the effective date of this Agreement, faithfully has complied with: 1) All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; 2) Any tax provisions imposed by a political subdivision of this state that applied to Consultant, to Consultant's property, operations, receipts, or income, or to Consultant's performance of or compensation for any work performed by Consultant; 3) Any tax provisions imposed by a political subdivision of this state that applied to Consultant, or to goods,services,or property,whether tangible or intangible,provided by Consultant;and 4) Any rules,regulations,charter provisions,or ordinances that implemented or enforced any of the foregoing tax laws or provisions. D. Except as otherwise provided in this Agreement,any intellectual property rights or such delivered to the City under this Agreement, and Consultant's services rendered in the performance of Consultant's obligations under this Agreement,shall be provided to the City free and clear of any and all restrictions on or conditions of use,transfer,modification,or assignment,and shall be free and clear of any and all liens, claims, mortgages, security interests, liabilities, charges, and encumbrances of any kind. 2016 Professional Auditing Services 111 P a g e 26. Compliance with Tax Laws A. Consultant must, throughout the duration of this Agreement and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of the State of Oregon. For the purposes of this Section,"tax laws"includes all the provisions described in subsection 25.C. 1 through 4 of this Agreement. B. Any violation of subsection A of this section shall constitute a material breach of this Agreement. Further, any violation of Consultant's warranty, in subsection 25.0 of this Agreement that the Consultant has complied with the tax laws of the State of Oregon and the applicable tax laws of any political subdivision of this state also shall constitute a material breach of this Agreement. Any violation shall entitle the City to terminate this Agreement,to pursue and recover any and all damages that arise from the breach and the termination of this Agreement, and to pursue any or all of the remedies available under this Agreement,at law,or in equity,including but not limited to: 1) Termination of this Agreement,in whole or in part; 2) Exercise of the right of setoff, and withholding of amounts otherwise due and owing to Consultant,in an amount equal to State's setoff right,without penalty; and 3) Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. The City shall be entitled to recover any and all damages suffered as the result of Consultant's breach of this Agreement, including but not limited to direct, indirect, incidental and consequential damages, costs of cure, and costs incurred in securing a replacement Consultant. These remedies are cumulative to the extent the remedies are not inconsistent,and the City may pursue any remedy or remedies singly, collectively, successively,or in any order whatsoever. 27. Offering of Securities/Debt A. This Agreement does not contemplate Consultant providing any services in connection with the City's offering of securities,whether registered or exempt from registration, the issuance of debt instruments,or for any other circumstance. B. If the City includes Consultant's audit report in an offering document, the City will include the following disclaimer language in the offering document, unless the City decides to request of consultant and consultant agrees that language is unnecessary: "The financial statements of[insert entity] as of and for the fiscal year ended June 30, 20XX [insert applicable year], included herein as Appendix [insert applicable Appendix] [to be completed by client], have been audited by Moss Adams LLP, independent accountants, as stated in its report appearing herein. [insert entity] has not requested that Moss Adams LLP provide written permission for inclusion of its audited financial statements in this [identify document, e.g., offering document, Official Statement], and Moss Adams LLP has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report. Further, Moss Adams LLP has not participated in any way in the preparation or review of this [identify document]." C. The City will be required to include the audit report in certain continuing disclosure obligations, 2016 Professional Auditing Services 12 1 Pa g c such as EMMA filings, and Consultant agrees that the City will use the audit report for such purposes. 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 meeting on April 26,2016. CITY OF TIGARD Moss ADAMS LLP L-io ;Zzlt�- t By: Marty Wine,City Manager B : Authorized Contractor Representative Date Date 2016 Professional Auditing Services 13 1' a g c EXHIBIT A SCOPE OF SERVICES The purpose and intent of this process is to obtain technical cost proposals for the proposed work from fiscal year 2016 through 2021 from qualified independent public accounting firms. The City's objective is to select the firm best qualified to provide: 1. AUDIT OF COMPREHENSIVE ANNUAL FINANCIAL REPORT (CAFR) An audit of the CAFR is required under Generally Accepted Auditing Standards and the Minimum Standards for Audits of Oregon Municipal Corporations. The City's CAFR is prepared to conform fully with Generally Accepted Accounting Principles (GAAP) and to be in full compliance with the pronouncements of the Governmental Accounting Standards Board (GASB) and/or the Financial Accounting Standards Board (FASB),and,as appropriate, disclosures required by State regulations. The selected audit firm shall have conducted an examination of, and have issued its opinion on the financial statements, including auditor's comments and disclosures required by the Minimum Standards for Audits of Oregon Municipal Corporations. The selected audit firm will provide one electronic version of the audit reports to the City for inclusion in its published CAFR. The City will print and assemble its CAFR. 2. AUDIT ON URBAN RENEWAL AGENCY FINANCIAL STATEMENTS A report on the results of the City's urban renewal agency, the City Center Development Agency (CCDA),will be prepared in conjunction with the City's CAFR. CCDA is a blended component unit of the City of Tigard. CCDA's financial statements are prepared on the same basis of accounting as they appear in the City's CAFR. The agency has two funds: a capital projects fund and a debt service fund. The agency is funded through tax increment financing and received its first tax turnover from Washington County in 2008. An independent auditor's report on the examination of the basic financial statements is required. The City will print and assemble the CCDA component unit financial report. Financial reports for CCDA are on line under Financial Reports at:http://www.tigard- or.gov/city hall/finance and information services.php 3. "SINGLE AUDIT" COVERING THE CITY'S FEDERAL GRANTS-IN-AID AS REQUIRED BY THE SINGLE AUDIT ACT AMENDMENTS OF 1996 AND PROVISIONS OF 2 CFR, PART 200, SUBPART F The Single Audit Act requires audits of local governments that expend federal funds in excess of $750,000 in a fiscal year. The city has not reached this threshold in previous fiscal years,but may in a future fiscal year. The last Single Audit was performed in fiscal year 2010. City management will prepare the Schedule of Expenditures of Federal Awards reconciled to the City's financial statements. 4. MANAGEMENT LETTER The letter should include recommendations to management, prepared by the selected audit firm in letter form,which include any findings,observations,best practices,comments or recommendations, relating to internal control, accounting systems, data processing, compliance with laws, rules and regulations, or any other matters that come to the attention of the audit firm during the course of the examination and, in the opinion of the audit firm, warrant the attention of management. Such recommendations shall not be construed as special or additional studies, but shall be limited to those usually associated with the study of internal control systems and procedures as a part of an examination 2016 Professional Auditing Services 14 1 1' a g c of financial statements. The management letter and management's written responses shall be discussed with City officials prior to publication. The selected audit firm will prepare and deliver three (3) copies of the final report to the City following the same schedule as for the CAFR. 5. MODIFICATIONSTO ORIGINAL AUDIT SCOPEAND CONTRACT AMOUNT In the event that circumstances disclosed by the audit indicate that a more extensive and detailed examination is required, in addition to that which would be sufficient under normal circumstances, the selected audit firm shall provide all pertinent facts relative to the extraordinary circumstances together with the firm's cost estimate of the additional services to the City. Any fees relating to such extensions of examination procedures are to be considered as additional fees subject to negotiation and are not included within the scope of services to be performed under the original contract signed as a result of this RFP. 6. MEETINGS WITH CITY COUNCIL AND AUDIT COMMITTEE The CAFR and the CCDA component unit report and any management recommendation letters will be submitted annually to City management and presented to the Audit Committee. In addition, the selected audit firm along with management and a representative from the Audit Committee will present the CAFR,CCDA report and management recommendations to the City Council. 7. TECHNICAL ASSISTANCE AND CONSULTING As a part of the overall audit contract and included in the fee for the City audit, the City expects to receive from the audit firm a variety of technical assistance throughout the fiscal year. This would include assistance with the implementation of future GASB statements as well as assistance in other accounting,reporting, or internal control questions. S. OTHERSERVICES A. GFOA Certificate of Achievement The City has been awarded the Governmental Finance Officers Association (GFOA) Certificate of Achievement for Excellence in Financial Reporting for twenty-nine consecutive years through fiscal year 2014. The City intends to annually submit its CAFR to the GFOA Certification program and continue to receive the award. The City may require minor assistance from the selected audit firm relating to presentation or disclosure issues. B. Additional Services Proposals shall contain provisions for dealing with extraordinary circumstances discovered during the audit that may require an expansion of audit work beyond that which was originally planned. In addition, the selected audit firm may be requested to perform special projects for the City during the year. Because of variations in the demand for additional services from year to year, such work will be contracted for,provided, and billed separately to the City on an hourly or otherwise agreed-upon basis. 9. MANDATORY AUDIT REQUIREMENTS A. Audit Standards A comprehensive financial audit is to be conducted annually and must: 2016 Professional Auditing Services 15 1 P a g e 1) Be conducted by an external auditor; 2) Include all city funds, departments, offices,divisions and programs; 3) State whether the books and records were kept in accordance with Generally Accepted Accounting Principles; 4) Meet the legal requirements for Minimum Standards for Audits of Oregon Municipal Corporations as prescribed by the Secretary of State in cooperation with the Oregon State Board of Accountancy; 5) Report the audit was conducted in accordance with Generally Accepted Auditing Standards;Generally Accepted Government Auditing Standards,Audits of State and Local Government Units requirements established by the American Institute of Certified Public Accountants; 6) Meet the Single Audit requirements of the federal government,if applicable. The scope of each audit should be planned so as to preclude the necessity for exceptions arising from scope limitations and should be sufficient to enable the selected audit firm to issue management letters. The partner and/or senior manager in charge of the City's audit must be a licensed municipal auditor on the State of Oregon roster as identified in ORS 297.670. B. Reports as Public Records Reports covering examinations of financial statements, compliance with grant programs, and management letters will be a matter of public record. Copies of all management letters, together with the City's response to such letters,may be forwarded to municipal bond rating agencies and other interested parties upon request. The audited financial statements may appear in all official statements or other documents covering the sale of City securities. The foregoing shall be subject to Section 27 of the Agreement. C. Reporting Deadlines The City's audited financial statements are required by law to be submitted to the Secretary of State no later than December 31 after the June 30 fiscal year end. The successful audit firm will comply with this requirement. D. Workpaper Retention and Availability Materials and sets of working papers developed during the engagement will be maintained for a minimum of three years from the date of the audit reports and per Section 4.D of the Agreement, will be made available for examinations by authorized representatives of the cognizant Federal audit agency, Oregon Secretary of State, and the U.S. General Accounting Office. 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, draft CAFR and the component unit report for CCDA and a schedule of expenditures of federal awards when applicable for each year of the contract. City staff will also prepare and publish the CAFR, CCDA report and Single Audit after the final review by the selected audit firm. 2016 Professional Auditing Services 16 111 a g e I 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 selected audit firm 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 selected audit firm'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 and/or managers may also be requested. 2016 Professional Auditing Services 17 1 13a g c Exhibit B Cost Structure Audit Semicc Total I lours Dollar Aniount GrandTotal A) Audit of Comprehensive Annual Financial Report(CAFR) 385 $49,500 $49,500 B) Audit of Urban Renewal Agency Financial Statements 40 $4,500 $4,500 Total—Financial Statement Audits 425 $54,000 $54,000 C) "Single Audit" Covering the City's Federal Grants-In-Ad as Required by the Single Audit Act Amendments of 1996 and Provisions of 2 CFR,Part 200, Subpart F Note-proposal designed for one major 75* $8,100* $8,100* program * Applicable only if a single audit is required Total—Financial Statement&Compliance 500 $62,100 $62,100 Audits **Additional cost for each major program 60** $6,500** $6,500** in excess of 1 included in the Single Audit Consultant may request an annual increase of 3.5% on each anniversary date. Such a request shall be made in writing no less than 60 days prior to annual anniversary date. 2016 Professional Auditing Services 18 1 p a g c