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KC Marine LLC ~ 32500092 CITY OF TIGARD - CONTRACT SUMMARY & ROUTING FORM Contract Overview Contract/Amendment Number: 32500092 Contract Start Date: 5/19/2025 Contract End Date: 6/30/2025 Contract Title: Cook Family Park Boarding Dock Installation Contractor Name: KC Marine LLC Contract Manager: Jeff Peck Department: PW - Eng Contract Costs Original Contract Amount: $7,750.00 Total All Previous Amendments: n/a Total of this Amendment: n/a Total Contract Amount: $7,750.00 Procurement Authority Contract Type: Personal Services Procurement Type: Intermediate Quotes $10K<=$150K Solicitation Number: n/a LCRB Date: n/a Account String: Fund-Division-Account Work Order – Activity Type Amount FY 25 4208000-56005 CP92068-EXTERNAL-CONS $7,750 FY FY FY FY Contracts & Purchasing Approval Purchasing Signature: Comments: DocuSign Routing Route for Signature Name Email Address Contractor Kienan Streed Kienan@kcmarinellc.com City of Tigard Brain Rager brianr@tigard-or.gov Final Distribution Contractor Kienan Streed Kienan@kcmarinellc.com Project Manager Jeff Peck jeffp@tigard-or.gov CIP Manager Laura Barrie laurab@tigard-or.gov CIP Admin Shauna Large shauna@tigard-or.gov Buyer Rosie McGown Rosie.mcgown@tigard-or.gov Contract Number 32500092 CITY OF TIGARD, OREGON PERSONAL SERVICES CONTRACT COOK FAMILY PARK BOARDING DOCK INSTALLATION THIS AGREEMENT made and entered into this 19th day of May 2025 by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and KC Marine LLC, hereinafter called Contractor, collectively known as the Parties. RECITALS WHEREAS, the City’s 25 fiscal year budget provides for services related to the Cook Family Park Boarding Dock replacement project; and WHEREAS, City has need for the services of a company with a particular training, ability, knowledge, and experience possessed by Contractor, and WHEREAS, City has determined that Contractor is qualified and capable of performing the services as City does hereinafter require, under those terms and conditions set forth, THEREFORE, the Parties agree as follows: 1. SERVICES TO BE PROVIDED Contractor will initiate services immediately upon receipt of City’s notice to proceed together with an executed copy of this Agreement. Contractor agrees to complete work that is detailed in Exhibit A, incorporated herein by reference. 2. EFFECTIVE DATE AND DURATION This Agreement is effective upon the date of execution and expires on June 30, 2025, unless otherwise terminated or extended. All work under this Agreement must be completed prior to the expiration of this Agreement. 3. COMPENSATION The City agrees to pay Contractor in accordance with the fee schedule outlined in Exhibit A. The total amount paid to the Contractor by the City may not exceed Seven Thousand Seven Hundred Fifty and No/100 Dollars ($7,750.00). Payments made to Contractor will be based upon the following applicable terms: A. Payment by City to Contractor for performance of services under this Agreement includes all expenses incurred by Contractor, with the exception of expenses, if any, identified in this Agreement as separately reimbursable. B. Payment will be made in installments based on Contractor’s invoice, subject to the approval of the City Manager, or designee, and not more frequently than monthly. Unless otherwise agreed, payment will be made only for work actually completed as of the date of invoice. Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 2 | P a g e Cook Family Park Boarding Dock Installation 32500092 C. Payment by City releases City from any further obligation for payment to Contractor for services performed or expenses incurred as of the date of the invoice. Payment may not be considered acceptance or approval of any work or waiver of any defects therein. D. Contractor must make payments promptly, as due, to all persons supplying labor or materials for the performance of the work provided for in this Agreement. E. Contractor may not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. F. Contractor will pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. G. Contractor will pay all contributions or amounts due the Industrial Accident Fund from the contractor or any subcontractor. H. If Contractor fails, neglects, or refuses to make prompt payment of any claim for labor or services furnished to Contractor or a subcontractor by any person as such claim becomes due, City’s Finance Director may pay such claim and charge the amount of the payment against funds due or to become due the Contractor. The payment of the claim in this manner does not relieve Contractor or their surety from obligation with respect to any unpaid claims. I. Contractor will 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 Contractor, of all sums that Contractor agrees to pay for the services and all moneys and sums that Contractor collected or deducted from the wages of employees pursuant to any law, contract, or agreement for the purpose of providing or paying for services. J. Contractor 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. K. Contractor must 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 31st 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. L. The City certifies that sufficient funds are available and authorized for this Agreement during the current fiscal year. Funding during future fiscal years is subject to budget approval by Tigard’s City Council. 4. PREVAILING WAGE The provisions of ORS Chapters 279A and 279C and all other Oregon and Federal provisions pertaining to minimum salaries and wages are incorporated herein by reference as if fully set forth. The Contractor agrees that the workmen in each trade or occupation required for the work to be done pursuant to the contract, employed in the performance of the Agreement, Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 3 | P a g e Cook Family Park Boarding Dock Installation 32500092 either by the Contractor or subcontractor or other person doing or contracting to do any part of the work contemplated by the Contractor shall be paid not less than the prevailing, minimum hourly rate of wage specified by the Oregon Bureau of Labor and Industries (BOLI). Current wage rates and amendments may be obtained at www.boli.state.or.us. If this project is subject to both Federal Davis-Bacon Act requirement and State of Oregon Prevailing Wage Rate requirements, the Contractor must ensure that workers will be paid the higher of the applicable federal or state rate. If the Contractor fails to pay for labor or services, the City may pay for those labor and services and withhold these amounts from payment s that are due the Contractor in accordance with ORS 279C.515. Contractor shall provide proof as requested to the City prior to the beginning of any of the work that the Contractor has filed a public works bond with a corporate surety in the amount of $30,000 with the Construction Contractors Board as required under Oregon Prevailing Wage Rate law. Contractor shall also require in every subcontract to this Agreement that the subcontractor file a public works bond with the Construction Contractors Board in the amount of $30,000 prior to starting work on this project unless otherwise exempt. For contracts $50,000 or greater, the City shall pay a fee equal to one-tenth of one percent (.001) of the price of the contract to the BOLI. The fee shall be paid on or before the first progress payment or sixty (60) days from the date work first began, whichever comes 5. OWNERSHIP OF WORK PRODUCT City is the owner of and is entitled to possession of any and all work products of Contractor which result from this Agreement, including any computations, plans, correspondence, or pertinent data and information gathered by or computed by Contractor prior to termination of this Agreement by Contractor or upon completion of the work pursuant to this Agreement. 6. ASSIGNMENT/DELEGATION Neither party may assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment has any force or effect unless and until the other party has consented. If City agrees to assignment of tasks to a subcontract, Contractor is fully responsible for the acts or omissions of any subcontractors and of all persons employed by them. Neither the approval by City of any subcontractor nor anything contained herein creates any contractual relation between the subcontractor and City. The provisions of this Agreement are binding upon and will inure to the benefit of the parties to the Agreement and their respective successors and assigns. 6. STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR Contractor certifies that: A. Contractor acknowledges that for all purposes related to this Agreement, Contractor is an independent contractor as defined by ORS 670.600 and not an employee of City. Contractor is not entitled to benefits of any kind to which an employee of City is entitled and is solely responsible for all payments and taxes required by law. Furthermore, in the event that Contractor is found by a court of law or any administrative agency to be an employee of City for any purpose, City is entitled to offset compensation due, or to demand repayment of any amounts paid to Contractor under the terms of this Agreement, Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 4 | P a g e Cook Family Park Boarding Dock Installation 32500092 to the full extent of any benefits or other remuneration Contractor 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 Contractor or to a third party) as a result of said finding. B. Contractor is not an officer, employee, or agent of the City as those terms are used in ORS 30.265. 7. CONFLICT OF INTEREST The undersigned Contractor 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 Contractor, either directly or indirectly, in connection with the letting or performance of this Agreement, except as specifically declared in writing. If this payment is to be charged against Federal funds, Contractor certifies that he/she is not currently employed by the Federal Government and the amount charged does not exceed their normal charge for the type of service provided. 8. INDEMNIFICATION City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor represents that all of its work will be performed in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state, and local laws, it being understood that acceptance of a Contractor’s work by City will not operate as a waiver or release. Contractor agrees to indemnify and defend the City, its officers, employees, agents, and representatives and hold them harmless from any and all liability, causes of action, claims, losses, damages, judgments, or other costs or expenses, including attorney's fees and witness costs (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), that may be asserted by any person or entity which in any way arise from, during, or in connection with the performance of the work described in this Agreement, except liability arising out of the sole negligence of the City and its employees. Such indemnification will also cover claims brought against the City under state or federal worker's compensation laws. If any aspect of this indemnity is found to be illegal or invalid for any reason whatsoever, such illegality or invalidity does not affect the validity of the remainder of this indemnification. Contractor agrees to indemnify, defend, save and hold harmless the State of Oregon and its officers, employees, and agents (“indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, ore expenses arising from a tort (as now or hereafter defined in in ORS 30.260), caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of the officers, agents, employees, or subcontractors of the Contractor (“claims”). It is the specific intention of the parties that the Indemnitee shall, in all instances, except for claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by the Seller from and against any and all Claims. 9. INSURANCE Contractor and its subcontractors must maintain insurance acceptable to City in full force and effect throughout the term of this Agreement. Such insurance must cover risks arising directly Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 5 | P a g e Cook Family Park Boarding Dock Installation 32500092 or indirectly out of Contractor's activities or work hereunder, including the operations of its subcontractors of any tier. The policy or policies of insurance maintained by the Contractor must provide at least the following limits and coverages: A. Commercial General Liability Insurance Contractor will obtain, at Contractor’s expense, and keep in effect during the term of this Agreement, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an “occurrence” form (CG 2010 1185 or equivalent). The policy must be endorsed with Additional Insured, Per Project Aggregate, Products and Completed Operations, and Personal & Advertising Injury endorsements. This coverage must include Contractual Liability insurance for the indemnity provided under this Agreement. The following insurance will be carried: Coverage Limit General Aggregate $2,000,000 Each Occurrence $1,000,000 B. Commercial Automobile Insurance Contractor must also obtain, at Contractor’s expense, and keep in effect during the term of the contract, Commercial Automobile Liability coverage including coverage for all owned, hired, and non-owned vehicles on an “occurrence” form. The Combined Single Limit per occurrence may not be less than $2,000,000. If Contractor uses a personally-owned vehicle for business use under this Agreement, the Contractor will 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 may not be less than $2,000,000. C. Workers’ Compensation Insurance All employers, including Contractor, that employ subject workers who work under this Agreement in the State of Oregon must comply with ORS 656.017 and provide the required Workers´ Compensation coverage, unless such employers are exempt under ORS 656.126. Contractor will ensure that each of its sub-contractors complies with these requirements. D. Additional Insured Provision All required insurance policies, other than Workers’ Compensation and Professional Liability, must name the City its officers, employees, agents, and representatives as additional insureds with respect to this Agreement. E. Insurance Carrier Rating Coverages provided by the Contractor 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. Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 6 | P a g e Cook Family Park Boarding Dock Installation 32500092 F. 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 Contractor is self-insured for commercial general liability or automobile liability insurance, Contractor must provide evidence of such self-insurance. 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. G. Certificates of Insurance As evidence of the insurance coverage required by the Agreement, Contractor will furnish a Certificate of Insurance to the City. No contract is effective until the required Certificates of Insurance have been received and approved by the City. The certificate will specify and document all provisions within this Agreement and include a copy of Additional Insured Endorsement. A renewal certificate will be sent to the below address prior to coverage expiration. H. Primary Coverage Clarification The parties agree that Contractor’s coverage is 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. I. Cross-Liability Clause A cross-liability clause or separation of insureds clause will be included in all general liability policies required by this Agreement. 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 contractspurchasing@tigard-or.gov At the discretion of the City, a copy of each insurance policy, certified as a true copy by an authorized representative of the issuing insurance company, may be required to be forwarded to the above address. Such policies or certificates must be delivered prior to commencement of the work. The procuring of such required insurance will not be construed to limit Contractor’s liability hereunder. Notwithstanding said insurance, Contractor is obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this Agreement. 10. METHOD & PLACE OF SUBMITTING NOTICE, BILLS AND PAYMENTS All notices, bills and payments will 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 will be used to transmit notices, bills, payments, and other information: Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 7 | P a g e Cook Family Park Boarding Dock Installation 32500092 CITY OF TIGARD KC MARINE LLC Attn: Jeff Peck Attn: Kienan Streed Address: 13125 SW Hall Blvd Tigard, OR 97223 Address: 15150 S Henrici Rd. Oregon City, Oregon 97045 Phone: (503) 718-2466 Phone: (971) 409-3430 Email: jeffp@tigard-or.gov Email: Kienan@kcmarinellc.com Notice will be deemed given upon deposit in the United States mail, postage prepaid, or when so faxed, upon successful fax. In all other instances, notices, bills and payments will 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. 11. SURVIVAL The terms, conditions, representations, and warranties contained in this Agreement survive the termination or expiration of this Agreement. 12. 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 will be effective unless and until it is made in writing and signed by both parties. 13. TERMINATION WITHOUT CAUSE At any time and without cause, City has the right in its sole discretion to terminate this Agreement by giving notice to Contractor. If City terminates this Agreement pursuant to this paragraph, City will pay Contractor for services rendered to the date of termination. 14. TERMINATION WITH CAUSE A. City may terminate this Agreement effective upon delivery of written notice to Contractor, 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 Contractor, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed. 4) If Contractor becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against Contractor, if a receiver or trustee is appointed for Contractor, or if there is an assignment for the benefit of creditors of Contractor. Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 8 | P a g e Cook Family Park Boarding Dock Installation 32500092 Any such termination of this agreement under paragraph (A) will 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 Contractor, may terminate the whole or any part of this Agreement: 1) If Contractor fails to provide services called for by this Agreement within the time specified, or 2) If Contractor fails to perform any of the other provisions of this Agreement, or fails to pursue the work as to endanger performance of this Agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. The rights and remedies of City provided above related to defaults (including breach of contract) by Contractor are not 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), Contractor will be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, provided, that the City may deduct the amount of damages, if any, sustained by City due to breach of contract by Contractor. Damages for breach of contract include those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal. 15. REMEDIES Any violation or default entitles 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 Contractor, in an amount equal to City’s setoff right, including but not limited to City’s cost to cure; and 3) Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. 16. ACCESS TO RECORDS City will have access to such books, documents, papers and records of Contractor as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. 17. HAZARDOUS MATERIALS Contractor will comply with all federal Occupational Safety and Health Administration (OSHA) requirements and all Oregon safety and health requirements. In accordance with Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 9 | P a g e Cook Family Park Boarding Dock Installation 32500092 OSHA and Oregon OSHA Hazard Communication Rules, if any goods or services provided under this Agreement may release, or otherwise result in an exposure to, a hazardous chemical under normal conditions of use (for example, employees of a construction contractor working on-site), it is the responsibility of Contractor to provide the City with the following information: all applicable Safety Data Sheets, the identity of the chemical/s, how Contractor will inform employees about any precautions necessary, an explanation of any labeling system, and the safe work practices to prevent exposure. In addition, Contractor must label, tag, or mark such goods. 18. FORCE MAJEURE Neither City nor Contractor will 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 will within ten (10) days from the beginning of such delay, notify the other party in writing of the cause of delay and its probable extent. Such notification will not be the basis for a claim for additional compensation. Each party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 19. NON-WAIVER The failure of City to insist upon or enforce strict performance by Contractor 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. 20. HOURS OF LABOR, PAY EQUITY In accordance with ORS 279B.235, the following are hereby incorporated in full by this reference: A. Contractor may not employ an individual for more than 10 hours in any one day, or 40 hours in any one week, except as provided by law. For contracts for personal services, as defined in ORS 279A.055, Contractor must pay employees at least time and a half pay for all overtime the employees work in excess of 40 hours in any one week, except for employees who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime. B. Contractor must give notice in writing to employees who work on a public contract, either at the time of hire or before commencement of work on the contract, or by positing a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. C. Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits or other compensation with another employee or another person and may not retaliate against an employee who discusses the employee’s Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 10 | P a g e Cook Family Park Boarding Dock Installation 32500092 rate of wage, salary, benefits or other compensation with another employee or another person. D. Contractor must comply with the pay equity provisions in ORS 652.220. Compliance is a material element of this Agreement and failure to comply will be deemed a breach that entitles City to terminate this Agreement for cause. 21. NON-DISCRIMINATION Contractor will comply with all federal, state, and local laws, codes, regulations, and ordinances applicable to the provision of services under this Agreement, including, without limitation: A. Title VI of the Civil Rights Act of 1964; B. Section V of the Rehabilitation Act of 1973; C. The Americans with Disabilities Act of 1990, as amended by the ADA Amendments Act (ADAAA) of 2008 (Pub L No 101- 336); and D. ORS 659A.142, including all amendments of and regulations and administrative rules, and all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. 22. ERRORS Contractor will 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. 23. EXTRA (CHANGES) WORK Only the City’s Project Manager for this Agreement may change or authorize additional work. Failure of Contractor to secure authorization for extra work constitutes a waiver of all right to adjust the contract price or contract time due to such unauthorized extra work and Contractor will not be entitled to compensation for the performance of unauthorized work. 24. WARRANTIES Contractor will guarantee work for a period of one year after the date of final acceptance of the work by the owner. Contractor warrants that all practices and procedures, workmanship and materials are the best available unless otherwise specified in the profession. Neither acceptance of the work nor payment therefore relieves Contractor from liability under warranties contained in or implied by this Agreement. Any intellectual property rights delivered to the City under this Agreement and Contractor’s services rendered in the performance of Contractor’s obligations under this Agreement, will be provided to the City free and clear of any and all restrictions on or conditions of use, transfer, modification, or assignment, and be free and clear of any and all liens, claims, mortgages, security interests, liabilities, charges, and encumbrances of any kind. Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 11 | P a g e Cook Family Park Boarding Dock Installation 32500092 25. ATTORNEY'S FEES In the event an action, suit of proceeding, including appeal, is brought for failure to observe any of the terms of this Agreement, each party is responsible for that party’s own attorney fees, expenses, costs and disbursements for the action, suit, proceeding, or appeal. 26. CHOICE OF LAW, VENUE The provisions of this Agreement are governed by Oregon law. Venue will be the State of Oregon Circuit Court in Washington County or the U.S. District Court for Oregon, Portland. 27. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES Contractor will comply with all applicable federal, state and local laws, rules and regulations applicable to the work in this Agreement. 28. CONFLICT BETWEEN TERMS In the event of a conflict between the terms of this Agreement and Contractor’s proposal, this Agreement will control. In the event of conflict 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 will control. In the event of an inconsistency between Exhibit A and Exhibit B, Exhibit A will control. 29. AUDIT Contractor will 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. Contractor agrees to permit City, the State of Oregon, the federal government, or their duly authorized representatives to audit all records pertaining to this Agreement to assure the accurate expenditure of funds. 30. 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 will not be impaired unless the illegal or unenforceable provision affects a significant right or responsibility, in which case the adversely affected party may request renegotiation of the Agreement and, if negotiations fail, may terminate the Agreement. 31. COMPLIANCE WITH TAX LAWS Contractor represents and warrants that Contractor is, to the best of the undersigned’s knowledge, not in violation of any Oregon tax laws including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318. Contractor’s failure to comply with the tax laws of this state or a political subdivision of this state before the Contractor executed this Agreement or during the term of this Agreement is a default for which the City may terminate this Agreement and seek damages and other relief available under the terms of this Agreement or applicable law. [Signature Page to Follow] Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 12 | P a g e Cook Family Park Boarding Dock Installation 32500092 IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized officials. CITY OF TIGARD KC MARINE LLC By: __________________________________ By: __________________________________ Name: _______________________________ Name: _______________________________ Title: ________________________________ Title: ________________________________ Date: ________________________________ Date: ________________________________ Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 Kienan Streed CEO 5/19/2025 Public Works Director 5/21/2025 Brian D. Rager 13 | P a g e Cook Family Park Boarding Dock Installation 32500092 EXHIBIT A SERVICES TO BE PROVIDED SCOPE OF WORK Contractor will provide installation of (5) 6'x20' OSMB style aluminum docks provided by Topper Industries to replace an old timber boarding dock recently removed from the Tualatin River at the Cook Park boat ramp. Each dock weighs approximately 5,000 lbs. The work will also include installing a new abutment hinge (provided by Topper Industries). The docks will be connected to two existing piles with hoops (provided by Topper Industries). Installation will occur at Cook Park located at 17005 SW 92nd Ave. Tigard, OR. 97224. SCHEDULE MILESTONES Delivery of docks is expected by May 22, 2025. Contractor will install docks no later than May 30, 2025. COST/RATE ESTIMATES Activity Amount Labor for installation of new boarding docks and abutment hinge. Prevailing wage factored in for 1 power equipment operator and multiple laborers. $6,750.00 Extra time, labor, and unforeseen circumstances arising from the docks initial installation. $1,000.00 Total $7,750.00 Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 14 | P a g e Cook Family Park Boarding Dock Installation 32500092 EXHIBIT B FEDERAL COMPLIANCE TERMS OR- SFR BA- Cook Park Boarding Dock Replacement, Tualatin River I. ODFW Project Specific Compliance Requirements: USFWS Award #F24AF01422 1. Environmental Compliance Reviews: As a condition of award, the Recipient (City) and their sub-recipient(s) and contractor(s) (Contractor) must not begin any potentially impactful work related to this award until the Service has notified you in writing that such work can begin. Recipients and sub-recipients of Federal grants and cooperative agreement awards must comply with the requirements of the National Environmental Policy Act (NEPA), Section 7 of Endangered Species Act (ESA), and Section 106 of the National Historic Preservation Act (NHPA). 2. Buy America Provision for Infrastructure Project Procurements, see section III, I. below. II. Grant Recipient Compliance Requirements: A. Recipient is responsible to ensure compliance with the federal implementing regulations for the Dingell Johnson Sport Fish Restoration Act, contained in 50 CFR Part 80. B. Recipient to comply with Assurances – Construction Programs (Standard Form 424D) C. Pursuant to 2 CFR Part 170, Recipient must complete and return the Federal Funding Accountability and Transparency Act (FFATA) form to ODFW prior to execution of grant agreement. III. Federal Terms and Conditions: Without limiting the general requirement of the Agreement, Recipient is responsible to comply with the following Federal Terms and Conditions, as applicable: A. Uniform Administrative Requirements, 2 CFR Part 200, Subparts A through D B. Cost Principles 2 CFR Part 200, Subpart E C. Central Service Cost Allocation Plans Appendix V to Part 200 D. Indirect Cost Proposals Appendix VII to Part 200 E. Audit Requirements 2 CFR Part 200, Subpart F F. Federal Non-discrimination Statutes. Recipient is responsible to comply with all federal statutes relating to non-discrimination, including but not limited to: Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; Title IX of the Education Amendments of 1972 (20 USC §§ 1681-1683; 1685-1686) which prohibits discrimination on the basis of gender; Section 504 of the Rehabilitation Act of 1973 (29 USC § 794) which prohibits discrimination on the basis of handicaps; Age Discrimination Act of 1975 (42 USC §§ 6101-6107) which prohibits discrimination on the basis of age; Drug Abuse Office and Treatment Act of 1972 (PL 92-255) which prohibits discrimination on the basis of drug abuse; the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616) regarding nondiscrimination on basis of alcohol abuse or alcoholism; Sections 523 and 527 of the Public Health Services Act of 1912 as amended (42 USC §§ 290 dd-3 and 290 ee-3) regarding confidentiality of alcohol and drug abuse patient records; Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.) regarding nondiscrimination in the sale, rental or financing of housing; any other nondiscrimination provisions of the specific statutes under which this agreement is being made; and the requirements of any other nondiscrimination statute(s) which apply to the federal financial assistance award received by ODFW. Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 15 | P a g e Cook Family Park Boarding Dock Installation 32500092 G. Eligible Workers. Recipient shall ensure that all employees complete the I-9 form to certify that they are eligible for lawful employment under the Immigration and Nationality Act (8 USC 1324a). Recipient shall comply with regulations regarding certification and retention of the completed forms. H. Domestic preferences for procurements. §200.322 1. As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. 2. For purposes of this section: (1) “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2) “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer- based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. I. Buy America Provision for Infrastructure Project Procurements. Required Use of American Iron, Steel, Manufactured Products, and Construction Materials As required by Section 70914 of the Infrastructure Investment and Jobs Act https://www.govinfo.gov/content/pkg/PLAW- 117publ58/pdf/PLAW-117publ58.pdf (Pub. L. 117-58), on or after May 14, 2022, none of the funds under a federal award that are part of a Federal financial assistance program for infrastructure may be obligated for a project unless all the iron, steel, manufactured products, and construction materials used in the project are produced in the United States, unless subject to an approved waiver. Recipients must include the requirements in this section all subawards, including all contracts and purchase orders for work or products under this program. None of the funds provided under this award may be used for a project for infrastructure unless: 1. All iron and steel used in the project are produced in the United States. This means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States 2. All manufactured products used in the project are produced in the United States. This means the manufactured product was manufactured in the United States, and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of domestic content of the manufactured product has been established under applicable law or regulation, and 3. All construction materials are manufactured in the United States. This means that all manufacturing processes for the construction material occurred in the United States. This Buy America preference only applies to articles, materials, and supplies consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 16 | P a g e Cook Family Park Boarding Dock Installation 32500092 and removed at or before the completion of the infrastructure project. Nor does a Buy America preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project. For more information, visit the Department of the Interior Buy America web page http://www.doi.gov/grants/BuyAmerica and the Office of Management and Budget Made in America web page https://www.whitehouse.gov/omb/management/made-in-america/. J. Prohibition on certain telecommunications and video surveillance services or equipment. §200.216 K. Contracting with small and minority businesses, women’s business enterprises, and labor surplus area firms. §200.321 L. To the extent applicable to award, Recipient is responsible to comply with 1. National Environmental Policy Act; E.O. 11514 (which requires the recipient to comply with environmental standards which may be prescribed pursuant to institution of environmental quality control measures under the National Environmental Policy Act of 1969 (42 USC Chapter 55, [Pub. L. 91-190]) and Executive Order 11514. 2. E.O. 11990: Protection of Wetlands (which requires the recipient to comply with environmental standards for the protection of wetlands) 3. E.O. 11988: Floodplain Management; E.O. 11988 (which requires the recipient to comply with environmental standards for the evaluation of flood hazards in floodplains) 4. Coastal Zone Management Act (which requires recipient to ensure that the work performed will not violate State management programs developed under the Coastal Zone Management Act of 1972) (16 USC Chapter 33, Sections 1451 et seq.).’ 5. Wild and Scenic Rivers Act (which requires the recipient to protect components or potential components of the national wild and scenic rivers system). (16 USC Chapter 28, Sections 1271 et seq.) 6. Historic Preservation Act, E.O. 11593 (which requires recipient to assist the awarding agency in assuring compliance with Section 106 of the National Historic Preservation Act of 1966, as amended (16 USC 470), E.O. 11593 (identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 1974 (16 USC Sec. 469a-1 et seq.). 7. Endangered Species Act (which requires the recipient to comply with environmental standards for the protection of endangered species) 16 USC Chapter 35, Sections 1531ff [Pub. L. 93-205]). 8. Marine Mammal Protection Act (which requires permits and reports for research projects that will involve the taking or importation of protected marine mammals or marine mammal products) (16 U.S.C. Chapter 31, Subchapter I, Sections 1361ff). M. Other Requirements (USFWS specific) 1. Universal Identifier and Central Contractor Registration 2 CFR Part 25 2. Reporting Sub-awards and Executive Compensation 2 CFR Part 170 3. Award Term for Trafficking in Persons (applicable to private entity sub- recipients) 2 CFR Part 175 4. Government-wide Debarment and Suspension (Non-procurement) 2 CFR Part 1400 Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 17 | P a g e Cook Family Park Boarding Dock Installation 32500092 5. Requirements for Drug-Free Workplace (Financial Assistance) 2 CFR Part 1401 6. 43 CFR 18 New Restrictions on Lobbying: Submission of an application also represents the applicant’s certification of the statements in 43 CFR Part 18, Appendix A, Certification Regarding Lobbying. 7. Prohibition on Members of Congress Making Contracts with Federal Government: No member of or delegate to Congress or Resident Commissioner shall be admitted to any share or part of this award, or to any benefit that may arise therefrom; this provision shall not be construed to extend to an award made to a corporation for the public’s general benefit. 41 USC §6306 8. Federal Leadership on Reducing Text Messaging while Driving: Recipients are encouraged to adopt and enforce policies that ban text messaging while driving, including conducting initiatives of the type described in section 3(a) of the Order. Executive Order 13513. Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 18 | P a g e Cook Family Park Boarding Dock Installation 32500092 EXHIBIT C CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $22,021 and not more than $220,213 for each such failure. Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure. The undersigned certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Seller understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Signature of Contractor’s Authorized Official Name (Printed) Title Date Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 CEO Kienan Streed 5/19/2025 19 | P a g e Cook Family Park Boarding Dock Installation 32500092 APPENDIX A RECIPIENT POLICY TO BAN TEXT MESSAGING WHILE DRIVING (a) Definitions. The following definitions are intended to be consistent with the definitions in DOT Order 3902.10, Text Messaging While Driving (Dec. 30, 2009) and Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving (Oct. 1, 2009). For clarification purposes, they may expand upon the definitions in the executive order. For the purpose of this Term B.4, “Motor Vehicles” means any vehicle, self-propelled or drawn by mechanical power, designed and operated principally for use on a local, State or Federal roadway, but does not include a military design motor vehicle or any other vehicle excluded under Federal Management Regulation 102-34-15. For the purpose of this Term B.4, “Driving” means operating a motor vehicle on a roadway, including while temporarily stationary because of traffic congestion, a traffic signal, a stop sign, another traffic control device, or otherwise. It does not include being in your vehicle (with or without the motor running) in a location off the roadway where it is safe and legal to remain stationary. For the purpose of this Term B.4, “Text messaging” means reading from or entering data into any handheld or other electronic device (including, but not limited to, cell phones, navigational tools, laptop computers, or other electronic devices), including for the purpose of Short Message Service (SMS) texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include the use of a cell phone or other electronic device for the limited purpose of entering a telephone number to make an outgoing call or answer an incoming call, unless this practice is prohibited by State or local law. The term also does not include glancing at or listening to a navigational device that is secured in a commercially designed holder affixed to the vehicle, provided that the destination and route are programmed into the device either before driving or while stopped in a location off the roadway where it is safe and legal to remain stationary. For the purpose of this Term B.4, the “Government” includes the United States Government and State, local, and tribal governments at all levels. (b) Workplace Safety. In accordance with Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving (Oct. 1, 2009) and DOT Order 3902.10, Text Messaging While Driving (Dec. 30, 2009), the Recipient, subrecipients, contractors, and subcontractors are encouraged to: (1) adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving— (i) Company-owned or -rented vehicles or Government-owned, leased or rented vehicles; or (ii) Privately-owned vehicles when on official Government business or when performing any work for or on behalf of the Government. (2) Conduct workplace safety initiatives in a manner commensurate with the size of the business, such as— (i) Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and (ii) Education, awareness, and other outreach to employees about the safety risks associated with texting while driving. Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0 20 | P a g e Cook Family Park Boarding Dock Installation 32500092 (c) Subawards and Contracts. To the extent permitted by law, the Recipient shall insert the substance of this exhibit, including this paragraph (c), in all subawards, contracts, and subcontracts under this award that exceed the micro-purchase threshold, other than contracts and subcontracts for the acquisition of commercially available off-the-shelf items. Docusign Envelope ID: FA8ED297-EE41-4B66-9D3C-AA16A3B208F0