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AGREEMENT FOR BUSINESS IMPACT ANALYSIS CONSULTING
SERVICES
THIS AGREEMENT, dated March 17, 2020, is by and between the City of Renton (the “City”), a
Washington municipal corporation, and MOSS ADAMS LLP (“Consultant”), a Washington limited
liability partnership. The City and the Consultant are referred to collectively in this Agreement as
the “Parties.” Once fully executed by the Parties, this Agreement is effective as of the last date
signed by both parties.
1. Scope of Work: Consultant agrees to provide Development of Business Impact Analysis
(BIA) results in the identification of the most critical business systems of the City and the
system recovery prioritization. In addition, expected outcomes of the BIA development
exercise include establishing recovery time objectives (RTOs), recovery point objectives
(RPOs), and the maximum tolerable downtimes (MTDs) for each of the critical business
systems as specified in Exhibit A, which is attached and incorporated herein and may
hereinafter be referred to as the “Work.”
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such changes
to the Work shall be mutually agreed to in writing and the Compensation shall be
equitably adjusted as mutually agreed by the Parties.
3. Time of Performance: Consultant shall commence performance of the Agreement
pursuant to the schedule(s) set forth in Exhibit A. All Work shall be performed by no later
than July 31, 2020.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $28,700.00, plus expenses, plus any applicable state and
local sales taxes. Compensation shall be paid as a flat rate fixed sum based upon Work
actually performed according to the rate(s) or amounts specified in Exhibit A. The
Consultant agrees that any hourly or flat rate charged by it for its Work shall remain
locked at the negotiated rate(s) unless otherwise agreed to in writing or provided in
Exhibit A. Except as specifically provided herein, the Consultant shall be solely
responsible for payment of any taxes imposed as a result of the performance and
payment of this Agreement.
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B. Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work is performed, the Consultant shall submit a voucher or invoice in a form
specified by the City, including a description of what Work has been performed, the
name of the personnel performing such Work, and any hourly labor charge rate for
such personnel. The Consultant shall also submit a final bill upon completion of all
Work. Payment shall be made by the City for Work performed within thirty (30)
calendar days after receipt and approval by the appropriate City representative of the
voucher or invoice. If the Consultant’s performance does not meet the requirements
of this Agreement, the Consultant will correct or modify its performance to comply
with the Agreement. The City may withhold payment for work that does not meet the
requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10) calendar days’ notice to the Consultant in writing. In the event
of such termination or suspension, all finished Deliverables (defined below) pursuant
to this Agreement shall be submitted to the City, if any are required as part of the
Work. The Consultant may terminate this Agreement with cause by giving ten (10)
calendar days’ notice to the City in writing and an opportunity to cure during that
period.
B. In the event this Agreement is terminated by the City, the Consultant shall be entitled
to payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation is a fixed fee, the City shall pay the
Consultant an equitable share of the fixed fee. This provision shall not prevent the
City from seeking any legal remedies it may have for the violation or nonperformance
of any of the provisions of this Agreement and such charges due to the City shall be
deducted from the final payment due the Consultant. No payment shall be made by
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the City for any expenses incurred or work done following the effective date of
termination unless authorized in advance in writing by the City.
6. Representations And Right To Use Work Product: Consultant represents that Consultant
will perform all Work identified in this Agreement in a professional and workmanlike
manner and in accordance with all reasonable applicable professional standards and laws.
Compliance with professional standards includes, as applicable, performing the Work in
compliance with applicable City standards or guidelines (e.g. design criteria and Standard
Plans for Road, Bridge and Municipal Construction). Professional engineers shall certify
engineering plans, specifications, plats, and reports, as applicable, pursuant to RCW
18.43.070. Consultant further represents and warrants that all final work product created
for and delivered to the City pursuant to this Agreement shall be the original work of the
Consultant and free from any intellectual property encumbrance which would restrict the
City from using the work product. The City shall own all final reports and other completed
deliverables created under this Agreement and delivered to the City, excluding any “work
product” (defined below) contained or embodied therein ("Deliverables"). However, the
City may not alter or amend any Deliverables issued under Consultant's name. Consultant
may retain a copy of Deliverables for archival purposes. Consultant shall own its working
papers and any engagement documentation; and any general skills, know-how, expertise,
ideas, concepts, methods, techniques, processes, software, materials, or other
intellectual property which may have been discovered, created, received, or developed
by Consultant either prior to or as a result of providing services under the Agreement
(collectively, "work product"). Consultant grants to the City a non-exclusive, non-
transferable, perpetual right and license to use work product produced pursuant to this
Agreement for its own internal use and only for the purposes for which they are delivered
to the extent they form part of a Deliverable. Notwithstanding anything to the contrary
in this Agreement, 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 the City. The
City’s use of the final work products other than for the purposes of this Agreement shall
be without liability to the Consultant. The provisions of this section shall survive the
expiration or termination of this Agreement.
7. Record Maintenance: The Consultant shall maintain information, which properly reflect
all direct and indirect costs expended in the Work provided in the performance of this
Agreement and retain such information for as long as may be required by applicable
Washington State records retention laws, but in any event no less than six years after the
termination of this Agreement. The Consultant agrees to provide access to and copies of
information related to such costs under this Agreement as required by the City to audit
expenditures and charges and/or to comply with the Washington State Public Records Act
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(Chapter 42.56 RCW). The provisions of this section shall survive the expiration or
termination of this Agreement.
8. Production of Records: Upon the City’s written request, Consultant shall provide the City
with copies of City documents that are located in Consultant’s working papers. Consultant
shall produce such documents in a timely manner. The provisions of this section shall
survive the expiration or termination of this Agreement.
9. Independent Contractor Relationship:
A. The Consultant is retained by the City only for the purposes and to the extent set forth
in this Agreement. The nature of the relationship between the Consultant and the City
during the period of the Work shall be that of an independent contractor, not
employee. The Consultant, not the City, shall have the power to control and direct the
details, manner or means of Work. Specifically, but not by means of limitation, the
Consultant shall have no obligation to work any particul ar hours or particular
schedule, unless otherwise indicated in the Scope of Work or where scheduling of
attendance or performance is mutually arranged due to the nature of the Work.
Consultant shall retain the right to designate the means of performing the Work
covered by this agreement, and the Consultant shall be entitled to employ other
workers at such compensation and such other conditions as it may deem proper,
provided, however, that any contract so made by the Consultant is to be paid by it
alone, and that employing such workers, it is acting individually and not as an agent
for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to Consultant
or any employee of the Consultant.
C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the
Consultant agrees to notify the City and complete any required form if the Consultant
retired under a State of Washington retirement system and agrees to indemnify any
losses the City may sustain through the Consultant’s failure to do so.
10. Hold Harmless & Limitation on Liability: The Consultant agrees to release, indemnify,
defend, and hold harmless the City, elected officials, employees, officers, representatives,
and volunteers from any and all claims, demands, actions, suits, causes of action,
arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities,
taxes, losses, fines, fees, penalties, expenses, attorney’s or attorneys’ fees, costs, and/or
litigation expenses to or by any and all persons or entities, arising from, or resulting from
bodily injury (including death) or damage to real or tangible personal property to the
extent caused by the negligent acts, errors or omissions of the Consultant in its
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performance of this Agreement or a breach of this Agreement by Consultant. Consultant
shall be entitled to control the handling of such claim and to defend or settle any such
claim, in its sole discretion, with counsel of its own choosing.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate…) then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
Consultant and the City, its officers, officials, employees and volunteers, Consultant’s
liability shall be only to the extent of Consultant’s negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Consultant’s waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
have mutually negotiated and agreed to this waiver.
EITHER PARTY’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES WHATSOEVER ARISING
OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT FROM ANY CAUSE, INCLUDING
BUT NOT LIMITED TO CONTRACT LIABILITY OR CONSULTANT’S NEGLIGENCE, ERRORS,
OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY SHALL
NOT, IN THE AGGREGATE, EXCEED ONE HUNDRED AND FIFTY THOUSAND DOLLARS
($150,000).
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR OTHERWISE
ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR EXEMPLARY OR PUNITIVE
DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
The provisions of this section shall survive the expiration or termination of this
Agreement.
11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City’s Code of Ethics and state law, the Consultant shall not give a gift of any kind
to City employees or officials. Consultant also confirms that Consultant does not have a
business interest or a close family relationship with any City officer or employee who was,
is, or will be involved in selecting the Consultant, negotiating or administering this
Agreement, or evaluating the Consultant’s performance of the Work.
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12. City of Renton Business License: The Consultant shall obtain a City of Renton Business
License prior to performing any Work and maintain the business license in good standing
throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
http://www.rentonwa.gov/cms/One.aspx?portalId=7922741&pageId=9824882
Information regarding State business licensing requirements can be found at:
http://dor.wa.gov/doing-business/register-my-business
13. Insurance: Consultant shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per claim.
"Professional Services", for the purpose of this section, shall mean any Work provided
by a licensed professional or Work that requires a professional standard of care.
C. Workers’ compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Consultant’s vehicles on the City’s Premises by or on
behalf of the City, beyond normal commutes.
E. Consultant shall name the City as an Additional Insured (blanket endorsement
acceptable) on its commercial general liability policy on a non-contributory primary
basis. The City’s insurance policies shall not be a source for payment of any Consultant
liability, nor shall the maintenance of any insurance required by this Agreement be
construed to limit the liability of Consultant to the coverage provided by such
insurance or otherwise limit the City’s recourse to any remedy available at law or in
equity.
F. Subject to the City’s review and acceptance, a certificate of insurance show ing the
proper endorsements, shall be delivered to the City before performing the Work.
G. Consultant shall provide the City with written notice of any policy cancellation, within
two (2) business days of their receipt of such notice.
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14. Delays: Consultant is not responsible for delays caused by factors beyond the
Consultant’s reasonable control. When such delays beyond the Consultant’s reasonable
control occur, the City agrees the Consultant is not responsible for damages, nor shall the
Consultant be deemed to be in default of the Agreement.
15. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
16. Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return recei pt
requested, by facsimile or by nationally recognized overnight courier service. Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day follo wing
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON
Tim Moore
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-6881
tmoore@rentonwa.gov
CONSULTANT
Kevin Villanueva
999 3rd Ave #2800, Seattle, WA 9810
Seattle, WA 98104
Phone: (206) 302-6500
kevin.villanueva@mossadams.com
With copy to: General Counsel
17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
A. Consultant, and Consultant’s agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Consultant will treat applicants for employment and employees during
employment consistent with applicable law with regard to race, creed, color, national
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origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital
status.
C. If the Consultant fails to comply with any of this Agreement’s non -discrimination
provisions, the City shall have the right, at its option, to c ancel the Agreement in
whole or in part.
D. The Consultant is responsible to be aware of and in compliance with all applicable
federal, state and local laws and regulations that may affect the satisfactory
completion of the project, which includes but is not limited to fair labor laws, worker's
compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with
City of Renton Council Resolution Number 4085.
18. Miscellaneous: The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Consultant.
B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Consultant shall furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform
the Work, said employee/sub-contractor/assignee will acquire and or maintain such
training, licensing, or certification.
E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F. Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
G. Consultant is responsible for his/her own Worker’s Compensation coverage as well as
that for any persons employed by the Consultant.
19. Other Provisions:
A. Approval Authority. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
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B. General Administration and Management. The City’s project manager is Tim Moore.
In providing Work, Consultant shall coordinate with the City’s contract manager or
his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Consultant
prepared exhibit conflicts with the terms in the body of this Agreement or contains
terms that are extraneous to the purpose for which it is referenced, the terms in the
body of this Agreement shall prevail and the extraneous terms shall not be
incorporated herein.
E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant’s employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washin gton at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor. Consultant
hereby expressly consents to the personal and exclusive jurisdiction and venue of
such court even if Consultant is a foreign corporation not registered with the State of
Washington.
H. Severability. A court of competent jurisdiction’s determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
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J. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Consultant’s performance of
this Agreement.
K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s
failure to enforce any provision of this Agreement shall not be a waiver and sh all not
prevent either the City or Consultant from enforcing that provision or any other
provision of this Agreement in the future. Waiver of breach of any provision of this
Agreement shall not be deemed to be a waiver of any prior or subsequent breach
unless it is expressly waived in writing.
N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will together
constitute this one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON
By:_____________________________
MOSS ADAMS LLP
By:____________________________
Jan Hawn
ASD Administrator
Kevin Villanueva
Partner
_____________________________
Date
_____________________________
Date
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Approved as to Legal Form
By: __________________________
Shane Moloney
City Attorney
Contract Template Updated 03/12/2019
EXHIBIT A
Master Services Agreement Statement of Work
CONSULTING SERVICES
Business Impact Analysis (BIA) Development Assistance
CITY OF RENTON, WASHINGTON
MARCH 31, 2020
This Statement of Work (“SOW”) is issued pursuant to the Master Services Agreement (the “MSA” or
"Agreement") between Moss Adams and you. This SOW incorporates all terms and conditions of the
Agreement as if fully set forth herein. Any term not otherwise defined shall have the meaning specified
in the Agreement. For purposes of this SOW, City of Renton, Washington may be referred to as “City” or
“Company”.
Scope of Services:
Development of Business Impact Analysis (BIA) results in the identification of the most critical business
systems of the City and the system recovery prioritization. In addition, expected outcomes of the BIA
development exercise include establishing recovery time objectives (RTOs), recovery point objectives
(RPOs), and the maximum tolerable downtimes (MTDs) for each of the critical business systems. The BIA
will also identify dependencies between systems, connectivity, business partners, and other third-
parties. Lastly, the BIA identifies the probable and potential impacts to the City from disastrous events
such as financial, operational, customer, regulatory and/or reputational impacts to be defined and
accepted. The result of this analysis is to recognize time sensitive processes and the requirements to
recover them in the timeframe that is acceptable to the entity.
Phase 1: Project Initiation and Management
Conduct kick-off meeting to confirm objectives, project schedule, and target systems.
Conduct regular status reporting with the City.
Perform quality assurance reviews over deliverables.
Develop and distribute a documentation request list. (including COOP-identified essential
business functions with identified, associated systems)
Collect and review relevant documentation.
Phase 2: Data Gathering
Request and review City-provided IT documentation (e.g., network diagrams, system
descriptions, backup/restoration procedures, etc.).
Review the results of the critical systems identification session facilitated by City Emergency
Management.
Conduct a walkthrough of the IT environment, including data center(s), infrastructure
components, and backup/recovery systems.
Schedule and conduct interviews with application owners/department managers
representing each essential, critical, or sensitive system. NOTE: Up to 40 business critical,
sensitive, PCI-related, SCADA-related, and CJIS-related system were initially identified by the
City, resulting in approximately 25 interviews.
Phase 3: Analysis
Determine the potential impact (financial, operational, reputational, regulatory, etc.) that
downtime has for each identified critical business system.
Identify recovery time objectives (RTOs), recovery point objectives (RPOs), and maximum
tolerable downtimes (MTDs) for each critical system.
Identify alternative manual or automated procedures for the City to trigger during a
recovery effort for a given critical business system.
Identify system dependencies, connectivity requirements (e.g., internet and/or Active
Directory, etc.), and/or third-party requirements.
Identify key individuals and other stakeholders required during the recovery effort.
Document the results of the analysis.
Phase 4: Reporting
Document minimum resource requirements for resumption and recovery of core and
support business functions.
Document the delta/gap between key DR parameters (e.g., RTO, RPO, etc.) and the City’s IT
capabilities and infrastructure to meet those parameters (if any).
Provide high-level recommendations to close the deltas/gaps noted.
Structure system recovery prioritization based on analysis conducted.
Develop the draft BIA (matrix format) and submit to the City’s management and project
team.
Schedule and conduct a call/meeting to review the draft BIA.
Incorporate City management and project team input and finalize the BIA.
Present final BIA findings and recommendations to City IT Steering Committee and
Governance Board
Schedule:
Moss Adams is prepared to commence this project in April 2020, assuming City personnel are readily
available to meet and work with our team members. An elapsed time of approximately eight to ten
weeks is expected to complete the work. This is considered an accelerated schedule designed to meet
your needs in this situation. Factors that could influence the overall schedule include staff availability,
availability of documentation, extent of supplemental analysis, desired level of documentation, holidays,
and employee leave time.
Responsibility for Controls and Operating Environment:
You are responsible for your control environment. We may advise you about business practices and
their application, however, you will remain responsible for (i) the design and implementation of
programs and controls to prevent and detect fraud, and for informing us about all known or suspected
fraud affecting the Company involving management, employees who have significant roles in internal
control, and others where the fraud could have a material effect on the control environment; (ii)
adjusting the control environment to correct for potential weaknesses; and (iii) identifying and ensuring
that the Company complies with applicable laws and regulations.
Confidential Information
The Parties acknowledge that by reason of their relationship under this Statement of Work, they may
have access to and acquire Confidential Information of the other Party. Each Party receiving Confidential
Information (the “Receiving Party”) agrees to maintain all such Confidential Information received from
the other Party (the “Disclosing Party”), both orally and in writing, in confidence and agrees not to
disclose or otherwise make available such Confidential Information to any third party without the prior
written consent of the Disclosing Party, except for purposes of facilitating the services; provided,
however, that the Receiving Party may disclose the terms of this Statement of Work to its legal and
business advisors if such third parties agree to maintain the confidentiality of such Confidential
Information under terms no less restrictive than those set forth herein. The Receiving Party further
agrees to use the Confidential Information only for the purpose of performing this Statement of Work.
Notwithstanding the foregoing, the obligations set forth herein shall not apply to Confidential
Information which: (i) is or becomes a matter of public knowledge through no fault of or action by the
Receiving Party; (ii) was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing
Party; (iii) subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who
is lawfully in possession of such Confidential Information without restriction; (iv) is independently
developed by the Receiving Party without resort to the Confidential Information; (v) is required by law
or judicial order; or (vi) is subject to disclosure and/or release under the Washington Public Records Act,
chapter 42.56 RCW. The Receiving Party shall give the Disclosing Party prompt written notice of such
required disclosure. Disclosing Party may elect to seek a protective order or other legal remedy to
prevent the disclosure, and shall reasonably cooperate at Disclosing Party’s party expense with the
Disclosing Party's efforts to secure such a protective order or other legal remedy to prevent the
disclosure.
Charges for Services:
Our fees are based upon the hourly rates of individuals assigned to the project, plus expenses. Fees will
be billed monthly as incurred on a time and materials basis. The professional fees for the project are
expected to $28,700, plus expenses. Typical expenses that may be incurred include airfare, lodging, auto
rental, parking, meals, and mileage. Moss Adams will use current year GSA published amounts for travel
expense reimbursement.
We can jointly manage the budget for this engagement at project initiation through discussions
regarding project scope, resource availability, assignment of duties between the City and Moss Adams
team members, the anticipated level of effort, and overall project timing. If our time is less than
anticipated, we will bill the lesser amount. If our time is more than anticipated, we will discuss this with
you before proceeding further.
In addition to fees, we will charge you for expenses. Our invoices include a flat expense charge,
calculated as five percent (5%) of fees, to cover expenses such as copying costs, postage, administrative
billable time, report processing fees, filing fees, and technology expenses. Travel expenses and client
meals/entertainment expenses will be billed separately and are not included in the 5% charge.
Hiring of Employees:
We have a significant investment in the training and development of our personnel, and they are valued
employees of Moss Adams. If you should hire one of our professionals either during the audit or within
one year after the completion of this engagement, you agree to pay a personnel placement fee of 33%
of the employee’s total compensation to compensate Moss Adams.
ACCEPTED AND AGREED:
CITY OF RENTON, WASHINGTON
Signature:
Print Name:
Title:
Date:
MOSS ADAMS LLP:
Signature: \
Print Name: Kevin Villanueva
Title: Partner
v. 2/28/20