Washington County ~ IG166007 ~ Major Streets Transportation Improvement Program (MSTIP) Opportunity Fund AGREEMENT j6i I G(oo6 07
BETWEEN
Washington County and the City of Tigard
FOR A DISTRIBUTION FROM THE MAJOR STREETS
TRANSPORATION IMPROVEMENT PROGRAM (MSTIP) OPPORTUNITY
FUND
THIS AGREEMENT is entered into between Washington County, a political subdivision
of the State of Oregon, acting by and through its elected officials, hereinafter referred to
as "COUNTY"; and the City of Tigard, a municipal corporation, acting by and through its
City Council, hereinafter referred to as "CITY."
RECITALS
1. COUNTY approved the MSTIP 3d program in July 2012 that contained a
$5,000,000 Opportunity Fund component, hereinafter referred to as "FUND".
2. CITY requested a $240,000 distribution from the FUND as a match for a Connect
OregonVI grant, hereinafter referred to as "COVI", to fund the Tigard Street
Heritage Trail.
3. The FUND distribution requested by CITY was approved by the Washington
County Coordinating Committee in November 2015. The approval was contingent
on the CITY receiving approval for the COVI grant.
4. CITY was awarded the COVI grant in 2016.
5. CITY will enter into a separate agreement with ODOT for COVI grant funds.
6. ORS 190.010 authorizes agencies to enter into intergovernmental agreements for
the performance of any or all functions and activities that a party to the agreement
has the authority to perform.
AGREEMENT
NOW, THEREFORE, in consideration of the terms, conditions and covenants set forth
below, the parties hereto agree as follows:
1. COUNTY OBLIGATIONS
1 .1 COUNTY shall distribute $240,000 from the FUND within sixty (60)
calendar days of receipt of an invoice from CITY.
2. CITY OBLIGATIONS
2.1 CITY shall invoice COUNTY for the $240,000 distribution from the FUND
within thirty (30) calendar days of the execution of the agreement with
ODOT described in Recital 5 of this AGREEMENT.
3. FINANCIAL OBLIGATIONS
3.1 COUNTY and CITY will each bear the cost of performance of their
respective obligations under this AGREEMENT.
4. GENERAL PROVISIONS
4.1 LAWS OF OREGON
The parties shall comply with all applicable laws and regulations regarding
the handling and expenditure of public funds. This Agreement shall be
construed and enforced in accordance with the laws of the State of
Oregon. All relevant provisions required by ORS Chapter 279A and 279C
to be included in public contracts are incorporated and made a part of this
Agreement as if fully set forth herein.
4.2 DEFAULT
Time is of the essence in the performance of the Agreement. Either party
shall be deemed to be in default if it fails to comply with any provisions of
this Agreement. The non-defaulting party shall provide the other party with
written notice of default and allow thirty (30) days within which to cure the
defect.
4.3 INDEMNIFICATION
This Agreement is for the benefit of the parties only. Each party agrees to
indemnify and hold harmless the other party, and its officers, employees,
and agents, from and against all claims, demands and causes of actions
and suits of any kind or nature for personal injury, death or damage to
property on account of or arising out of services performed, the omissions
of services or in any way resulting from the negligent or wrongful acts or
omissions of the indemnifying party and its officers, employees and
agents. To the extent applicable, the above indemnification is subject to
and shall not exceed the limits of liability of the Oregon Tort Claims Act
(ORS 30.260 through 30.300). In addition, each party shall be solely
responsible for any contract claims, delay damages or similar items arising
from or caused by the action or inaction of the party under this agreement.
4.4 MODIFICATION OF AGREEMENT
No waiver, consent, modification or change of terms of this Agreement
shall be binding unless in writing and signed by both parties.
4.5 DISPUTE RESOLUTION
The parties shall attempt to informally resolve any dispute concerning any
party's performance or decisions under this Agreement, or regarding the
terms, conditions or meaning of this Agreement. A neutral third party may
be used if the parties agree to facilitate these negotiations. In the event of
an impasse in the resolution of any dispute, the issue shall be submitted to
the governing bodies of both parties for a recommendation or resolution.
4.6 REMEDIES
Subject to the provisions in paragraph 4.5, any party may institute legal
action to cure, correct or remedy any default, to enforce any covenant or
agreement herein, or to enjoin any threatened or attempted violation of
this Agreement. All legal actions shall be initiated in Washington County
Circuit Court. The parties, by signature of their authorized representatives
below, consent to the personal jurisdiction of that court.
4.7 EXCUSED PERFORMANCE
In addition to the specific provisions of this Agreement, performance by
any party shall not be in default where delay or default is due to war,
insurrection, strikes, walkouts, riots, floods, drought, earthquakes, fires,
casualties, acts of GOD, governmental restrictions imposed on or
mandated by governmental entities other than the parties, enactment of
conflicting state or federal laws or regulations, new or supplementary
environmental regulation, litigation or similar bases for excused
performance that are not within the reasonable control to the party to be
excused.
4.8 SEVERABILITY
If any one or more of the provisions contained in this Agreement is invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions of the Agreement will not be
affected or impaired in any way.
4.9 INTEGRATION
This Agreement is the entire agreement of the parties on its subject and
supersedes any prior discussions or agreements regarding the same
subject.
5. TERM OF AGREEMENT
5.1 This Agreement becomes effective on the last date signed below and shall
terminate two (2) years from the effective date except as provided in
Paragraph 5.2 below.
5.2 This Agreement may be amended or extended for periods of up to one (1)
year by mutual consent of the parties. It may be canceled or terminated for
any reason by either party. Termination or cancellation shall be effective
thirty (30) days after written notice to the other party, or at such time as
the parties may otherwise agree.
DATED this day of ea-k a2 , 201,' &,
CITY OF TIGARD, OREGON WASHINGTON COUNTY, OREGON
.Andy Duyck
CHAIR, Board of County
Commissioners
ATTEST:
4ZuQ
RECORDING SEC Fy
TARY
APPROVED AS TO FORM: APPROVED AS TO FORM:
C {
CO NTY COUNSEL
D WASHINGTON COUNTY
LOARD OF COMMISSIONERS
M!NUTE ORDER# �o '.3 0
DACE to
BY_OG
'T {E BOARD