Investment Advisor Services RFP.pdf

RFP NO. 26-05

OREGON BUYS No. S-R34142-00016252

INFORMAL REQUEST FOR PROPOSAL

for

INVESTMENT ADVISORY SERVICES

POSTED MARCH 18, 2026

Tualatin Valley Fire & Rescue (“TVF&R”) is requesting proposals for the purpose of retaining an experienced and qualified firm (“Consultant”) to provide investment advisory services (“Services”).

Request for Proposal (RFP) Availability:

This informal RFP, pursuant to ORS 279B.070, is available electronically through the OregonBuys website at https://oregonbuys.gov/bso. Interested parties must be registered with OregonBuys to obtain and download documents. Registration is at no cost. Future notices regarding this solicitation, be posted to OregonBuys.

RFP Additional Documents:

Exhibit A: Board Policy 3, Section 3.6

Exhibit B: Sample Contract

Exhibit C: Sample TVF&R Confidentiality Agreement

Proposals Due:

April 8, 2026, 2:00 PM PT

Late proposals will not be accepted or considered.

Submit Proposals to: Trisha Schultz Trisha.Schultz@tvfr.com

Direct RFP Questions to: Trisha Schultz Trisha.Schultz@tvfr.com

Direct Other Questions to: Trisha Schultz, (email: Trisha.Schultz@tvfr.com) https://oregonbuys.gov/bso mailto:Trisha.Schultz@tvfr.com https://tvfr365-my.sharepoint.com/personal/andrew_smusz_tvfr_com/Documents/Temporary%20Hold/Investment%20Services%20RFP/Trisha mailto:Trisha.Schultz@tvfr.com

RFP Timeline:

ACTIVITY DATE

Issuance of Request for Proposal March 18, 2026

Deadline for Questions/Clarifications March 27, 2026, 9:00 AM PT

Deadline to Withdraw from RFP Process Any time prior to deadline for Submission of

Proposal

Deadline for Submission of Proposal April 8, 2026 @ 09:00 AM PT

Initial Evaluation of Proposal April 9-April 15, 2026

Notice to Short List* April 15, 2026

Interviews April 22, 2026, 10-00 AM – 4:00 PM

Notice of Intent to Award* April 23, 2026

Contract Kickoff * May 4, 2026

*Estimated

ABOUT TUALATIN VALLEY FIRE & RESCUE:

TVF&R provides fire protection, emergency medical care, hazardous materials response, and rescue services to approximately 550,000 residents across a 390-square-mile service area which includes the cities of Beaverton, Durham, King City, Newberg, North Plains, Rivergrove, Sherwood, Tigard, Tualatin, West Linn, and Wilsonville, and unincorporated portions of Clackamas, Multnomah, Washington, and Yamhill counties. TVF&R has 28 fire stations staffed by more than 475 career firefighters, a volunteer fire station, a Command and Business Operations

Center, a training facility, a South Operating Center, and a Logistics Service Center. Residents served by TVF&R benefit from the sophistication, economies of scale, and resources of a large fire district with the accessibility and community involvement of a small-town fire department.

TVF&R receives almost its entire funding from property taxes. This funding comes through a permanent tax rate and temporary funding sources such as local option levies and general obligation bonds.

SCOPE OF SERVICES:

The selected Consultant will provide full-time, non-discretionary investment advisory services for TVF&R’s short-term operating funds and capital funds including bond proceeds, in accordance with ORS Chapter 294 and TVF&R’s investment policy (Board Policy 3, Section 3.6 attached).

The Consultant shall:

1. Portfolio Management and Execution

• Provide ongoing non-discretionary management of TVF&R assets. All investment recommendations must be submitted to the Chief Financial Officer (CFO) or designee for approval prior to execution.

• Upon approval, may execute transactions, place trade orders, and support settlement activities.

• Develop and implement investment strategies that seek to enhance portfolio performance under current and future market conditions within the parameters of the investment policy and cash flow requirements.

• Document competitive pricing and maintain supporting trade documentation for audit purposes.

2. Market and Credit Research

• Conduct continuous economic, technical, and fundamental market research relevant to the portfolio.

• Provide timely assessments of market conditions, interest rate environments, yield curve changes, credit developments, and macroeconomic events.

• Conduct credit and risk management analysis of the investments in the portfolio.

3. Broker/Dealer and Custodial Oversight

• Conduct due diligence reviews of current and proposed broker/dealers and recommend additions or removals as needed.

• Evaluate custodial and safekeeping arrangements and recommend improvements, where applicable.

4. Benchmarks, Performance Evaluation, and Reporting

• Establish appropriate benchmarks consistent with portfolio composition and policy requirements.

• Provide quarterly investment reports including:

• Current holdings and sector distribution

• Portfolio composition compared to policy limits

• Performance results (monthly fiscal YTD, and annualized)

• Performance versus benchmarks

• Provide online access to portfolio information and reports

5. Policy Review and Compliance

• Review TVF&R’s investment policy and recommend updates to ensure compliance with ORS Chapter 294 and evolving best practices.

• Provide assistance with investment policy discussions and/or meetings with the TVF&R Board of Directors and/or Oregon Short-Term Investment Board.

6. Cash Flow Analysis and Strategic Planning

• Work with the CFO to develop cash flow projections

• Ensure the investment strategy aligns with liquidity needs and recommend adjustments when appropriate.

• Meet with the CFO as needed to review portfolio strategy, performance, and market conditions.

• Upon request, provide an annual presentation to the TVF&R Board of Directors regarding market conditions, TVF&R’s investment program and portfolio performance.

CONTRACT TERM

TVF&R intends to continue the relationship with the selected firm for a five (5) year term, with the option to renew the contract for five (5) additional one-year renewals. The total contract term is not to exceed a maximum of ten (10) years.

RESPONSE REQUIREMENTS:

Respondents must address the following in detail, in the order below:

Cover Letter:

Proposal includes a one-page signed Cover Letter as the first page of the proposal. The Cover Letter should address the Proposer’s willingness and commitment, if selected to provide the services offered and a brief description of why the Proposer believes it should be selected. The letter shall include the name of the firm and the name, title, telephone number, and email address of the individual authorized to represent the Proposer with respect to the Proposal, and any resulting contract negotiations.

1. Firm Expertise and Qualifications

Experience of firm including the experience of the local (regional) office. TVF&R is interested in specific investment advisor experience for public entities within the state of Oregon and Special Districts in general.

Describe the structure of the firm including size and branches. If the firm is a component of an organization, provide the name and relationship to the parent organization.

2. Investment Performance

Provide a perspective on historical investment returns for public-sector portfolios, including a description of the methodology used to calculate and present performance results.

3. Policy Expertise

Experience with drafting and reviewing investment policies. Please provide a high-level approach to establishing sound and effective policies and describe how the firm ensures alignment with ORS Chapter 294.

4. Client Service and Reporting

Description of customer service philosophy and client communication approach, including response time targets and meeting frequency.

Please also describe your approach to educating clients on the various portfolio components and any unique characteristics (i.e. premium/discount bonds, calls, amortization/accretion, sales before maturity).

Sample portfolio reports, accounting transaction detail reports and journal entry templates, and client portal capabilities (if available).

5. Key Personnel

Provide background information for the key staff that would be assigned to TVF&R. Include position in the firm, years and types of experience, and educational background and certifications.

6. Fee Structure

Provide a fee structure, preferably in the form of basis points relative to asset size. Please describe how TVF&R will be invoiced.

7. References

Provide a list of at least three (3) recent client references, with preferably at least one (1) Oregon public entity, including contact information and a description of services provided.

SELECTION CRITERIA:

A Consultant will be selected by an evaluation committee based on prior experience with public-sector portfolios, investment performance history, quality of reporting and client service, references, fee structure, and other additional factors deemed relevant by the TVF&R evaluation committee which might have an impact to the Consultant’s ability to provide services to TVF&R. TVF&R reserves the right to request clarification of information submitted or to request additional information as desired, to aid in the evaluation of responses. TVF&R reserves the right to reject any or all proposals.

After conducting the evaluation of written proposals, the committee may conduct interviews with one or more of the top-ranked proposers if the committee determines that interviews are necessary or desirable in its sole discretion.

Proposers selected for interviews will be notified by the committee at least 5 business days in advance of the interview date.

CONTRACUTAL REQUIREMENTS:

The successful firm will be required to execute a Personal Services Contract with TVF&R. A sample is enclosed.

EXHIBIT A: BOARD POLICY 3, SECTION 3.6

SECTION 3.6 INVESTMENT POLICY STATEMENT FOR SHORT TERM OPERATING FUNDS AND

CAPITAL FUNDS

A. This policy applies to the investment of short-term operating funds and capital funds including bond proceeds. Investments of employees’ retirement funds, deferred compensation plans, and other funds are not covered by this policy.

Funds available for investment under this policy are generally expected to be in the range of $5,000,000 to $100,000,000 during the course of a fiscal year, depending upon the time of year and property tax calendar.

B. The District's investment objectives are:

1. Preservation of capital and the protection of investment principal.

2. Conformance with federal, state, and other legal requirements.

3. Maintenance of sufficient liquidity to meet operating requirements.

4. Avoidance of imprudent credit, market, or speculative risk. Attainment of a market rate of return throughout fiscal and economic cycles.

C. Delegation of Authority. The Chief Financial Officer is designated as the investment officer of Tualatin

Valley Fire and Rescue and is responsible for investment decisions and activities under the direction of the Board of Directors. In the absence of the investment officer, the Controller, in conjunction with the

Fire Chief, shall perform such duties in the case of an emergency or other unforeseen event, but shall directly report in writing all transactions to the Chief Financial Officer. The investment officer is responsible for setting investment policy and guidelines subject to review and adoption by the Board of

Directors and, if required, the Oregon Short Term Fund Board. Further, the Chief Financial Officer will be responsible for the day-to-day operations of the investment process, which includes but is not limited to choosing what to buy or sell, from whom investments will be purchased, executing the buy/sell orders, producing the necessary reports, and supervising staff. In addition to the active management of the investment portfolio, the Chief Financial Officer is responsible for the maintenance of other written administrative procedures consistent with this policy and the requisite compliance. To further optimize the total return of the investment portfolio, the Chief Financial Officer will administer an active cash management program, the goal of which will be to maintain historical cash flow information, i.e., debt service; payroll; revenue receipts, and any extraordinary expenditures. Finally, the Chief Financial

Officer shall be responsible for committing adequate financial support for staffing, training, telecommunications and computer hardware, systems and software, and any other necessary resources deemed appropriate for incremental benefit to the investment and cash management programs.

D. Prudence. The standard of prudence to be used by investment officials shall be the "prudent person" standard and shall be applied in the context of managing an overall portfolio. Investment officers acting in accordance with written procedures and this investment policy, and exercising due diligence, shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided deviations from expectations are reported in a timely fashion and the liquidity and the sale of securities are carried out in accordance with the terms of this policy.

Investments shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived.

E. Ethics and Conflicts of Interest. Officers and employees involved in the investment process shall refrain from personal business activity that could conflict with the proper execution and management of the investment program, or that could impair their ability to make impartial decisions. Employees and investment officials shall disclose any material interests in financial institutions with which they conduct business. They shall further disclose any personal financial/investment positions that could be related to the performance of the investment portfolio.

Employees, officers and their families shall refrain from undertaking personal investment transactions with the same individual with whom business is conducted on behalf of the District.

Officers and employees shall, at all times, comply with the State of Oregon Government Standards and Practices code of ethics set forth in ORS 244.

F. Suitable and Authorized Investments. The Chief Financial Officer will diversify the portfolio to avoid incurring unreasonable risks inherent in over-investing in specific instruments, individual financial institutions, or maturities.

(Definitions of terms and applicable authorizing statutes are listed in the "Summary of Investments

Available to Municipalities" provided by the State Treasurer).

1. Investment Types. The following investments are permitted by this policy and ORS

294.035 and 294.810.

a. Lawfully issued general obligations of the United States, the agencies and instrumentalities of the United States or enterprises sponsored by the United States

Government and obligations whose payment is guaranteed by the United States, the agencies and instrumentalities of the United States or enterprises sponsored by the United States Government. Maximum percent of portfolio allocation is 100%.

No more than 40% of the portfolio in any one agency, instrumentality, or sponsored enterprise.

b. Certificates of Deposit (CD) from commercial banks in Oregon and insured by the

Federal Deposit Insurance Corporation (FDIC). Maximum percent of portfolio allocation is 50%. Investments in Certificates of Deposit invested in any one institution shall not exceed 25% of the total available funds and 15% of the equity of the financial institution.

c. Repurchase Agreements (Repos) purchased from any qualified institution provided the master repurchase agreement is effective and the safekeeping requirements are met. The repurchase agreement must be in writing and executed in advance of the initial purchase of the securities that are the subject of the repurchase agreement.

1. ORS 294.035 (3)(j) requires repurchase agreement collateral to be limited in maturity to three years and priced according to percentages prescribed by written policy of the Oregon Investment Council or the Oregon Short-

Term Fund Board.

2. ORS 294.135 (2) limits the maximum term of any repurchase agreement to

90 days.

3. Acceptable collateral:

(i) US Treasury Securities: 102%

(ii) US Agency Discount and Coupon Securities: 102%

Maximum percent of portfolio allocation is 5%. The Chief Financial Officer shall not enter into any reverse repurchase agreements.

d. Banker’s Acceptances (BA) that are (i) guaranteed by, and carried on the books of, a qualified financial institution, (ii) eligible for discount by the Federal Reserve

System, and (iii) issued by a qualified financial institution whose short-term letter of credit rating is rated in the highest category (A-1, P-1, F-1) by one or more nationally recognized statistical rating organization.

Qualified institution means a financial institution that is located and licensed to do banking business in the state of Oregon; or a financial institution located in the states of California, Idaho, or Washington that is wholly owned by a bank holding company that owns a financial institution that is located and licensed to do banking business in the state of Oregon.

Maximum percent of portfolio allocation is 25%. Investments in Bankers’

Acceptances invested in any one institution shall not exceed 2.5% of the total available funds and 15% of the equity of the financial institution.

e. Corporate indebtedness subject to a valid registration statement on file with the

Securities and Exchange Commission or issued under the authority of section

3(a)(2) or 3(a)(3) of the Securities Act of 1933, as amended. Must be issued by a commercial, industrial or utility business enterprise, or by or on behalf of a financial institution, including a holding company owning a majority interest in a qualified financial institution. The combined total invested in corporate indebtedness may not exceed 15%. No more than 2.5% of the total portfolio with any one corporate entity.

1. Commercial Paper (CP) rated on the trade date P-1 or better by Moody’s

Investors Service or A-1 or better by Standard & Poor’s Corporation or equivalent rating by any nationally recognized statistical rating organization.

2. Corporate indebtedness must be rated on trade date in a rating category of

“Aa” or better by Moody’s Investors Service or a rating category of “AA” or better by Standard & Poor’s Corporation or equivalent by any nationally recognized statistical rating organization.

f. Lawfully issued debt obligations of the agencies and instrumentalities of the State of Oregon or its political subdivisions with a long-term rating in a rating category of “A” or an equivalent rating or better or the highest category for short term municipal debt.

Lawfully issued debt obligations of the States of California, Idaho or Washington or their political subdivisions with a long-term rating in a rating category of “AA” or an equivalent rating or better or the highest category for short term municipal debt. Maximum percent of portfolio allocation is 10%. No more than 10% of the total portfolio in any one issuing entity.

Such obligations may be purchased only if there has been no default in payment of either the principal of or the interest on the obligations of the issuing county, port, school district or city, for a period of five years next preceding the date of the investment, per ORS 294.040.

g. State of Oregon Investment Pool. Maximum allowed per ORS 294.810, with the exception of pass-through funds (in and out within 10 days). A thorough investigation of the pool/fund is required prior to investing, and on a continual basis. The Chief Financial Officer shall perform a periodic review of:

1. Pool’s investment policy and objectives

2. Interest calculations and how it is distributed

3. How the securities are safeguarded

4. How often the securities are priced

h. Market Interest Accounts and Checking Accounts. TVF&R shall maintain necessary allocation needed for daily cash management efficiency.

1. Callable securities. The maximum percent of callable securities in the portfolio shall be 35%.

i. Summary of permitted investments

Investment Type Maximum

Maturity

Maximum Portfolio

Allocation

Maximum

Allocation Per

Issuer

Minimum

Rating

U.S. Treasuries 18 Months 100% 100% -

Federal Agencies 18 Months 100% 40% -

Time CDs 18 Months 50% 5% FDIC Insured

Repurchase Agreements 90 days 5% - Collateralized

Banker’s Acceptances 180 days 25% 2.5% A-1

Corporate Notes 12 Months 15% 2.5% AA

Commercial Paper 270 days 15% 2.5% A-1

OR Munis 12 Months 10% 5% A

ID, CA, WA Munis 12 Months 10% 5% AA

Oregon Short Term Fund

Amount established by

ORS 294.810 - -

Market Interest and checking accounts -

Amount necessary for daily cash management - -

G. Investment Maturity. Maturity limitations shall depend upon whether the funds being invested are considered short-term operating funds or long-term funds. Maturities shall not exceed 18 months.

Maturities shall be structured to meet anticipated cash needs.

1. Short Term Operating Funds Portfolio. Generally, those funds in the General Fund, Debt

Service, and Special Revenue Funds will be invested for periods less than 12 months.

Identified budgeted fund balance carryovers in those funds may be available for investment periods up to 18 months.

2. Longer Term Portfolio. Instruments and diversification for the long-term portfolio shall be the same as for the short-term portfolio. However, investments with a maturity of 12 months or more shall be limited to US Agency or Treasury securities to minimize credit risk.

Capital projects funds will be invested according to projected cash flow utilization.

The Insurance Fund, which acts as an emergency fund for catastrophic claims, may have 50% of its investments invested in securities up to 18 months.

H. Competitive Selection of Investment Instruments. When appropriate, the Chief Financial Officer shall obtain competitive bids and offers on investments for purchase and sale transactions. It will be the responsibility of the Chief Financial Officer to monitor the daily estimated returns of the

Oregon Short Term Fund, Treasury bill returns, and make determination of the investment purchase and redemption process. If a specific maturity date is required, either for cash flow purposes or for conformity to maturity guidelines, offers will be requested for instruments, which meet the maturity requirement. If no specific maturity is required, a market trend (yield curve) analysis will be conducted to determine which maturities would be most advantageous.

The Chief Financial Officer will accept the offer that provides the highest rate of return within the maturity required and within the parameters of these policies.

I. Qualified Institutions. All financial institutions who desire to become depositories must be qualified

Oregon Depositories pursuant to ORS Chapter 295. The Chief Financial Officer shall maintain a listing of all authorized dealers and financial institutions that are approved for investment purposes. Any firm is eligible to make an application to the investment officer, and upon due consideration and approval, may be added to the list. Additions or deletions to the list will be made at the Chief Financial Officer's discretion. At the request of the Chief Financial Officer, the firms performing investment services for the District shall provide their most recent financial statements or Consolidated Report of Condition (call report) for review. The Chief Financial Officer shall monitor each active firm's creditworthiness to determine whether it should be on the authorized list.

J. Safekeeping and Collateralization. Investment securities purchased by the District will be delivered by either Fed book entry or DTC, and held in third party safekeeping by a designated custodian. The trust department of a bank may be designated as custodian for safekeeping securities purchased from that bank. The purchase and sale of all securities will be executed on a delivery versus payment basis to ensure that securities are deposited in the District’s safekeeping institution prior to the release of funds.

Deposit-type securities (i.e. certificates of deposit) shall be held in qualified Oregon depositories in accordance with ORS Chapter 295. All securities will be evidenced by safekeeping receipts in the

District’s name. Upon request, the safekeeping institution shall make available a copy of its Statement on Standards for Attestation Engagements (SSAE) No. 16.

K. Monitoring and Adjusting the Portfolio. The investment officer will routinely monitor the contents of the portfolio, compare the holdings to the available markets, changes in credit quality and benchmarks and the relative values of competing instruments. If there are advantageous transactions, the portfolio may be adjusted accordingly.

L. Internal Controls. The investment officer shall maintain a system of written internal controls, which shall be reviewed annually by the independent auditors or reviewed upon any extraordinary event, such as the turnover of key personnel, or the discovery of any inappropriate activity. The controls shall be designed to prevent loss of public funds due to fraud, error, misrepresentation, or imprudent actions.

M. Accounting Method. The District shall comply with all required legal provisions and Generally

Accepted Accounting Principles (GAAP).

N. Reporting Requirements. The investment officer shall be responsible for generating daily and monthly reports for management purposes. In addition, the Board of Directors will be provided quarterly reports, which will include data on investment instruments being held, portfolio activity, and market value as well as any narrative necessary for clarification that allows the Board of Directors to ascertain whether investment activities during the reporting period have conformed to the investment policy.

O. Performance Evaluation. The performance of the District's portfolio shall be compared to the performance of the US Treasury Rates.

P. Investment Policy Adoption. The District's investment policy will be formally adopted by the Board of

Directors and reviewed for appropriate modifications on a biennial basis, as per the Board policy review process outlined in Board policy 1.7D. If investments exceeding a maturity of 18 months are contemplated, further review and comment by the Oregon Short Term Fund Board will be sought and thereafter this policy will be readopted annually even if there are no changes (ORS 294.135a). Any amendments shall be approved by the Board of Directors.

LEGAL REFERENCES

ORS 294.004

ORS 294.035 to ORS 294.053

ORS 294.125 to ORS 294.155

ORS 294.810

DATE: September 24, 1996

REVISED: July 23, 2019

REVIEWED: June 24, 2025

EXHIBIT B: SAMPLE CONTRACT

Tualatin Valley Fire & Rescue

11945 SW 70th Ave.

Tigard, OR 97223

Personal Services Contract

Contract #: ____TBD___

This document sets forth all the covenants, conditions and promises between Tualatin Valley Fire & Rescue

(“TVF&R”) and ___ (“Consultant”) to provide ___ (“Services”); including the Contract terms and conditions (Exhibit

A attached herein), the Consultants Proposal/Engagement Letter (Exhibit B attached herein), the TVF&R

Confidentiality Agreement (Exhibit C attached herein) and any additional services assigned in writing (together, the

“Contract”).

CONTRACT TERM. This Contract shall become effective ___, 20XX and shall expire on or about ___, 20XX, unless terminated earlier or extended as allowed in Exhibit A. Upon the end of the Services, Consultant shall deliver to TVF&R all documents, information, works-in-progress and other property and/or deliverables in a common format.

CONSIDERATION. TVF&R agrees to pay the Consultant for Services performed in a satisfactory manner as specified in Exhibit B, not to exceed $____. Consultant may perform additional services upon mutual consent and upon written authorization by TVF&R.

CERTIFICATION. In consideration of the mutual covenants, stipulations and agreements, the parties hereto do

Contract and acknowledge that they have read and understand this Contract and agree to be bound by its terms and conditions:

Tualatin Valley Fire & Rescue

11945 SW 70th Ave.

Tigard, OR 97223

Email Address TVF&R Representative

Phone Number TVF&R Representative Email

Employer Id Number TVF&R Representative Phone

Valerie Colgrove, Chief Financial Officer

Name/Title of Officer

Signature Signature

Date Date

1. The Consultant shall perform the Services of this Contract expeditiously and with the professional skill, quality and care ordinarily and consistently provided by other firms in this locality under the same or similar circumstances. The

Consultant shall furnish and assume full responsibility for everything required for the orderly progress and proper execution and completion of the assigned work, including, but not limited to, materials, equipment, labor including subcontractor, transportation, equipment and machinery, tools, and other facilities and incidentals, pursuant to the following terms and conditions:

2. ACCEPTANCE. This Contract is TVF&R’s agreement to purchase the Services. Issuance of this Contract is expressly conditioned upon the Consultant’s acceptance of these terms and conditions. This Contract will be construed according to the laws of the State of Oregon. All specifications, drawings, and data submitted by the Consultant are hereby incorporated and made a part of the Contract.

3. AMENDMENT. TVF&R may amend this Contract if TVF&R, in its sole discretion, determines that the amendment is within the scope of the original Contract. Amendments to this Contract must be in writing and must be signed by an authorized representative of the Consultant and TVF&R.

4. ASSIGNMENT. The Consultant may not assign this Contract, either in whole or in part, without TVF&R’s prior written consent.

5. CHANGES. The terms and conditions contained in this Contract may not be added to, modified, superseded or otherwise altered except by a written Amendment.

6. COMPLIANCE WITH LAWS. The Consultant agrees to comply with all applicable federal, state and local laws, regulations, executive orders, rules and ordinances. Failure or neglect on the part of the Consultant to comply with any or all such laws, regulations, executive orders, rules and ordinances, shall not relieve the

Consultant of these obligations nor of the requirements of this Contract. All laws, regulations, executive orders, rules and ordinances applicable to this Contract are incorporated by reference where so required by law.

7. CONFIDENTIALITY. Consultant, and any agent, employee or subconsultant, will sign and return the TVF&R

Confidentiality Agreement, Exhibit C.

8. DELAYS IN DELIVERY/FORCE MAJEURE. Neither party shall be held responsible for delay or default caused by any contingency beyond their control, including, but not limited to war or insurrection, strikes or lockouts by the parties’ own employees, walkouts by the parties’ own employees, fires, natural calamities, riots or demands or requirements of governmental agencies other than TVF&R.

9. DRUG STATEMENT. The use of drugs, alcohol, or any tobacco products is prohibited on all TVF&R property.

10. ELECTRONIC EXCHANGE. The Parties agree the each may conduct this transaction, including any contract amendments, by electronic means (via email or fax).

11. EXTENSION. TVF&R reserves the right to extend this Contract for up to five (5) years beyond the current termination date upon agreement of the Parties, and only when the scope of the additional Services is substantially similar to the original scope. This Contract will not automatically extend; TVF&R will provide written notice to the Consultant of its intent to extend this Contract within a reasonable time prior to the scheduled termination date.

12. GOVERNING LAW/VENUE. The laws of the State of Oregon shall govern this Contract. Any action or suit commenced in connection with this Contract shall be filed in the Circuit Court of Washington County, Oregon, or the

United States District Court for Oregon. The prevailing party shall be entitled to reasonable attorney fees and costs as awarded by the Court, including any appeal. All rights and remedies of the parties shall be cumulative and may be exercised successively or concurrently.

13. INDEMNIFICATION.

a. Subject to the conditions and limitations of the Oregon Constitution and Oregon Tort Claims Act, ORS 30.260 through 30.300, and to the fullest extent permitted by law, Consultant shall fully indemnify, defend and save and hold harmless TVF&R, its officers, board members, agents, employees, volunteers, affiliates, and all other persons acting on behalf of TVF&R, from and against any and all claims, demands, suites, actions, damages, losses, costs and expenses, direct and indirect or consequential of any nature whatsoever, including reasonable attorneys’ fees at trial and on appeal, and any other costs of defense, settlement payments and court costs, and liability of personal injuries (including death), property loss, and all other legally cognizable harm caused by, arising from, in whole or in part, or in connection with, any act or omission involving any Services performed by Consultant under this

Contract. Such limitation does not apply to the Consultant’s failure to comply with the Tax Law Compliance paragraph herein.

b. TVF&R agrees to indemnify, hold harmless and defend Consultant and its officers, agents and employees from any injury, loss, expense or damage to any person or to property, tangible or intangible, to the proportionate extent attributable to any negligent or willful act by TVF&R in connection with the performance of this Contract.

c. The duty of defense shall arise immediately upon assertion of any claim that may be covered by this indemnification provision, and, to the fullest extent allowed by law, shall be independent of any duty of indemnification.

14. INDEPENDENT CONTRACTOR. The Consultant warrants the following: 1) the services provided under this

Contract are those of an independent Contractor; 2) the Consultant is not an officer, employee or agent of TVF&R;

3) Consultant represents that it is an independently established business which meets all applicable requirements of

ORS 670.600 (2)(a-d) and meets three or more of the requirements of ORS 670.600 (3); 4) Although TVF&R reserves the right (i) to determine (and modify) the delivery schedule for the Services and (ii) to evaluate the quality of the completed performance, TVF&R cannot control the means or manner of Consultant’s performance.

15. INSURANCE. Unless otherwise agreed in writing, Consultant shall purchase and maintain:

a. WORKER’S COMPENSATION as required by law ORS 656.17.

b. EMPLOYER’S LIABILITY in the minimum amount of $500,000 when the Consultant has one or more employees performing services under the Contract.

c. COMPREHENSIVE AUTOMOBILE LIABILITY including owned, non-owned and hired vehicles: $1,000,000

Combined Single Limit Bodily Injury and Property Damage any one occurrence and $2,000,000 in the aggregate.

d. COMPREHENSIVE GENERAL LIABILITY to include premises operations, products/completed operations, and blanket contractual liability: $1,000,000 Combined Single Limit Bodily Injury, Property Damage, and personal injury any one occurrence and $2,000,000 in the aggregate.

e. PROFESSIONAL LIABILITY to cover damages caused by error, omission, or negligent acts related to the professional services to be provided under this Contract, with a combined single limit of not less than $1,000,000 each claim, incident or occurrence.

f. TVF&R shall be included as an additional insured on the policies and shall be provided a copy of the blanket additional insured endorsement. Certificates shall be submitted to Tualatin Valley Fire & Rescue, Attn: Finance, 11945 SW 70th Ave. Tigard, OR 97223. The Consultant agrees to pay for the insurance specified and agrees to provide TVF&R with a 30 days’ notice of cancellation if non-renewal occurs during the Contract period.

g. This insurance shall be considered as primary insurance and exclusive of any insurance carried by TVF&R, and the insurance evidenced by the required certificates shall be exhausted first, notwithstanding the fact that TVF&R may have other valid and collectible insurance covering the same risk.

16. INVOICING AND PAYMENT. Consultant shall issue invoices for the Services performed as stipulated in Exhibit

B. All invoices must include at least the following information: (a) Contract number; (b) itemized pricing elements by assigned project; (c) dates of Service. Credit and discount periods will be computed from the date of receipt of the invoice to the date TVF&R’s check is mailed. Payment will be made on receipt, and after the invoice is approved by

TVF&R. TVF&R will not pay any additional charges unless specifically agreed to in writing by TVF&R.

Invoice(s) shall be submitted to: Tualatin Valley Fire & Rescue by Email to AccountsPayable@tvfr.com.

17. LICENSES AND PERMITS. Unless otherwise agreed in writing by TVF&R, without additional expense to TVF&R, the Consultant shall be responsible for maintaining any licenses and permits necessary for the performance of the

Services.

18. NOTICE. Any notice required or permitted by this Contract shall be in writing and shall be delivered to the Parties.

19. ORDER OF PRECEDENCE. In the event of any inconsistent or incompatible contract provisions, Exhibit A shall take precedence over the terms of Exhibit B.

mailto:AccountsPayable@tvfr.com

20. OWNERSHIP OF WORK PRODUCT. All work product (data, inventions, processes, diagrams, methods, apparatus, ideas or improvements) made, discovered, conceived or developed during the course of this Contract by the Consultant is the exclusive property of TVF&R. Consultant hereby irrevocably assigns to TVF&R all of its right, title, and interest in and to any and all of the work product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Consultant forever waives any and all rights relating to the work product including any and all rights arising under Title 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or modifications. It is expressly understood that how and for what purpose TVF&R shall use any information or products generated by Consultant under this Contract is not within the control of Consultant. Consultant assumes no responsibility for the ultimate suitability of the information or products or for the ultimate consequences or liability resulting from its use.

21. PUBLIC CONTRACT TERMS AND CONDITIONS. This Contract includes, and the Consultant, by entering into this Contract, certifies to abide by, the following terms and conditions prescribed by Oregon Revised Statutes as applicable: a. ORS 279B.220, Conditions concerning payment, contributions, liens, withholding; b. ORS 279B.225, Conditions concerning salvaging, recycling, composting or mulching yard waste material; c. ORS 279B.230, Conditions concerning payment for medical care and providing workers’ compensation; d. ORS 279B.325, Conditions concerning hours of labor; e. ORS 279B240 Exclusion of recycled oils prohibited.

22. PUBLICITY. The Consultant shall not use in its advertising, marketing programs, or other promotional efforts, any data, pictures, or other representations of TVF&R without the prior written authorization from TVF&R Representative, or his or her successor.

23. REPRESENTATIONS. Consultant represents and warrants to TVF&R that (1) Consultant has the power and authority to enter into and perform this Contract, (2) the Services under this Contract shall be performed in a good and workmanlike manner and in accordance with the highest professional standards, and (3) Consultant shall, at all times during the term of this Contract, provide qualified, and professionally competent workers, who shall be duly licensed, if required, to perform the Services.

24. RESPONSIBILITY FOR TAXES AND WITHHOLDING. Consultant shall be responsible for all federal or state taxes applicable to compensation paid to Consultant under this Contract. TVF&R will not withhold from such compensation any amount(s) to cover Consultant’s federal or state tax obligations. The Consultant, and its employees, are not eligible for Social Security benefits, unemployment insurance or workers’ compensation benefits, Public

Employees’ Retirement System benefits, or any other benefits provided by TVF&R to its employees from compensation paid to Consultant under this Contract.

25. SECURITY CHECK. The Consultant agrees that each of its employees, subcontractors’ employees and principals / owners involved in the Services may, at the option of TVF&R, be subject to a background check, through a vendor of

TVF&R’s choice prior to performing the Services. TVF&R retains the option to require the immediate removal of any subcontractor, employee or agent. Notwithstanding the foregoing, Consultant, and not TVF&R, remains solely responsible for performing background checks on, and screening for public safety all employees, and, to the extent permitted by law, shall provide such screening methodologies and information to TVF&R upon request.

26. SEVERABILITY. If any provision of this Contract is declared to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid.

27. TAXES. TVF&R is exempt from paying Federal, State, and Local taxes.

28. TAX LAW COMPLIANCE. During the term of this Contract, Consultant hereby certifies, represents and warrants that the Consultant has complied with, and shall continue to comply with, the tax laws of this state or a political subdivision of this state; ORS 305.620 and ORS chapters 316, 317 and 318. Failure to comply is a default which may be cause to terminate this Contract and TVF&R or state officials may seek damages and other relief available under the applicable law.

29. TERMINATION.

a. This contract shall terminate naturally on the date listed on the cover sheet, unless extended as allowed.

b. Termination of Services for Convenience. The services of Consultant under this Contract may be terminated at any time by mutual written consent of the parties, or TVF&R may, at its sole discretion, terminate the services, in whole or in part, upon 30 days’ notice to Consultant.

c. TVF&R’s Right to Terminate Services For Cause. TVF&R may terminate the services of Consultant under this

Contract, in whole or in part, immediately upon notice to Consultant, or at such later date as TVF&R may establish in such notice, upon the occurrence of any of the following events:

i. TVF&R fails to receive funding, or appropriations, limitations or other expenditure authority at levels sufficient to pay for Consultant’s Services;

ii. Federal or state laws, regulations or guidelines are modified or interpreted in such a way that either the Services under this Contract is prohibited or TVF&R is prohibited from paying for such Services from the planned funding source;

iii. Consultant no longer holds any license or certificate that is required to perform the Services; or

iv. Consultant commits any material breach or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform the Services under this Contract within the time specified herein or any extension thereof, or so fails to pursue the Services as to endanger Consultant’s performance under this Contract in accordance with its terms, and such breach, default or failure is not cured within 10 business days after delivery of TVF&R’s notice, or such period as TVF&R may specify in such notice.

d. Consultant’s Right to Terminate Services for Cause. Consultant may terminate its obligation to provide Services under this Contract upon 30 days’ notice to TVF&R if TVF&R fails to pay Consultant pursuant to the terms of this

Contract and TVF&R fails to cure within 30 business days after receipt of Consultant’s notice.

e. Enforcement. Termination of Services under any provision of this Contract shall not extinguish or prejudice

TVF&R’s right to enforce the terms of this Contract, including any breach of a Consultant warranty or any defect in or default of Consultant’s performance that has not been cured, and any right of TVF&R to indemnification by

Consultant. If this Contract is so terminated, Consultant shall be paid in accordance with the terms of the Contract for services rendered and accepted.

f. Consultant’s Sole Remedy. In the event of termination of Services, Consultant’s sole remedy shall be a claim for

Services performed to the date of termination, less amounts previously paid. If previous amounts paid to Consultant exceed the amount due to Consultant under this subsection, Consultant shall pay any excess to TVF&R upon demand.

g. Consultant’s Tender Upon Termination. Upon receiving a notice of termination of Services under this Contract, Consultant shall immediately cease all activities under this Contract, unless TVF&R expressly directs otherwise in such notice of termination. Upon termination of services, Consultant shall, to the extent permissible under applicable law, deliver to TVF&R all documents, information, works-in-progress and other property that are or would be deliverables had the Contract been completed.

h. Limitation of Liabilities. Neither party shall be liable for (i) any indirect, incidental, consequential or special damages under the Contract or (ii) any damages of any sort arising solely from the termination of services under this Contract in accordance with its terms.

30. WAIVER OF CONDITIONS. The failure of either party to enforce any provision of this Contract shall not constitute a waiver by that party of that or any other provision of this Contract.

31. DISPUTE RESOLUTION. The parties desire to provide for a fair, cost-effective, and expedient forum for the resolution of any and all disputes. Accordingly, the parties agree to comply with the following two-step dispute resolution process;

provided, however, that breach of the provisions regarding Confidentiality and Ownership of Work Product are not subject to the provisions of this paragraph, and TVF&R may proceed directly to court, or pursue the dispute resolution alternative of this paragraph, in its discretion.

a. Mediation. The parties mutually agree that any dispute that may arise under this Contract will be submitted to a mediator agreed to by both parties as soon as reasonable after such dispute arises; prior to the commencement of arbitration or litigation. Such mediation shall occur in the Portland, Oregon metropolitan area and the mediation fees and mediator’s expenses shall be shared equally by the parties. The parties agree to exercise their best efforts in good faith to resolve all disputes in mediation. Either party may terminate the mediation at any time after the first session.

i. Notice of Mediation. Prior to submitting a dispute to mediation, the parties shall attempt in good faith to settle the dispute themselves. In the event mediation is necessary, the aggrieved party must deliver to the other party written notice of its intent to submit the dispute to mediation within 90 calendar days of the date when the dispute first arose, or the termination of the Contract, whichever is later. “The date when the dispute first arose” is defined to mean when a party discovered, or should have discovered with reasonable diligence, the facts on which the dispute is based. A party’s failure to timely request mediation hereunder shall constitute an irrevocable waiver of that party’s right to raise any claims in any forum, including arbitration as set forth below, arising out of the dispute. The limitations period set forth herein is mandatory, does not operate to lengthen any applicable state or federal statute of limitations, and is not subject to any tolling, equitable or otherwise.

b. Arbitration. In the event the dispute is not successfully resolved through mediation, the parties agree that such dispute will be resolved exclusively through final and binding arbitration in the Portland, Oregon metropolitan area., through a mutually agreed upon arbitration service or, if no agreement can be reached, through the arbitration services of the

Arbitration Service of Portland in accordance with its then effective commercial arbitration rules, except as such rules are modified herein.

i. Notice of Arbitration. To initiate the arbitration process, the aggrieved party must deliver to the other party written notice of its intent to submit the dispute to arbitration no later than 60 calendar days after the conclusion of the mediation described above. A party’s failure to timely request arbitration hereunder shall constitute an irrevocable waiver of that party’s right to raise any claims in any forum arising out of the dispute described herein. The limitations period set forth herein is mandatory, does not operate to lengthen any applicable state or federal statute of limitations and is not subject to any tolling, equitable or otherwise.

ii. Selection of Arbitrator(s). One arbitrator will decide the dispute unless a party requests in writing a panel of three arbitrators. When a sole arbitrator presides, the arbitrator will be selected by mutual agreement of the parties, or absent agreement, in accordance with the then effective Arbitration Service of Portland commercial arbitration rules. For a three-arbitrator panel, each party will select one arbitrator at which point those two arbitrators will mutually select a third arbitrator. If the third arbitrator cannot be mutually agreed upon, the third arbitrator will be selected in accordance with the then effective Arbitration Service of Portland rules.

iii. Permissible Discovery. The parties shall cooperate to the fullest extent practicable in the voluntary exchange of documents and information to expedite the arbitration.