Washington County ~ IG213004 ~ Agreement Between Washington County And The City Of Tigard For A Distribution From The Major Streets Improvement Program (MSTIP) 3E Opportunity Fund DocuSign Envelope ID:21046C3D-B77F-4B9A-8E47-51884552B9D9
21 -0124
AGREEMENT BETWEEN
Washington County and the City of Tigard
FOR A DISTRIBUTION FROM THE MAJOR STREETS
TRANSPORTATION IMPROVEMENT PROGRAM (MSTIP) 3E
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 3e program in October 2016 that contained a
$7,500,000 Opportunity Fund component hereinafter referred to as "FUND".
2. CITY requested a $35,945 distribution from the FUND as a match for a Metro
Regional Flexible Funds Allocation (RFFA) grant, hereinafter referred to as
"GRANT", to fund the Red Rock Creek Trail Alignment Study.
3. The FUND distribution requested by CITY was approved by the Washington
County Coordinating Committee in June 2019. The approval was contingent on
the CITY receiving approval forthe GRANT.
4. CITY was awarded the GRANT on March 26, 2020.
5. CITY will enter into a separate agreement with the Oregon Department of
Transportation (K22136) for the administration of the Red Rock Creek Trail
Alignment Study.
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 $35,945 from the FUND within sixty (60)
calendar days of receipt of an invoice from CITY.
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DocuSign Envelope ID:21046C3D-B77F-4B9A-8E47-51884552B9D9
2. CITY OBLIGATIONS
2.1 CITY shall invoice COUNTY for the $35,945 distribution from the FUND
within thirty (30) calendar days of the execution of this AGREEMENT.
2.2 CITY shall be responsible for any costs over the $35,945 provided from
the MSTIP Opportunity Fund. City shall return any funds not spent as part
of the Red Rock Creek Trail Alignment Study.
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,
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DocuSign Envelope ID:21046C3D-B77F-4B9A-8E47-51884552B9D9
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.
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DocuSign Envelope ID:21046C3D-B77F-4B9A-8E47-51884552B9D9
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 three (3) 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. The parties shall, in good faith,
agree to such reasonable provisions for winding up the Agreement as
necessary.
1/27/2021 1 09:50 PST
DATED this day of 2021.
CITY OF TIGARD, OREGON WASHINGTON COUNTY, OREGON
DocuSigned by: DocuSigned by:
��,1^) �^�� � Oma
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Kathy Nyland Ruth Osuna
INTERIM CITY MANAGER DEPUTY COUNTY ADMINISTRATOR
1/26/2021 1 12:40 PST 1/27/2021 1 09:50 PST
ATTEST: DocuSigned by:
bbl, Q. 4W6799181AE7984F5...
CITY RECORDER
1/26/2021 1 12:51 PST
APPROVED AS TO FORM:
DocuSigned by:
Ea,
tn P. v.e�.
E634B8E55324AE...
CITY ATTORNEY
1/26/2021 1 12:17 PST
Page 4 of 4
DocuSign Envelope ID:21046C3D-B77F-4B9A-8E47-51884552B9D9
For Administrative Use Only—Z99999
Supplier Name: City of Tigard
Actual Contract Number(CustomText4):21-0124
Department(Location):LUT-CPM
Contract Type: 8 Agreements
Contract Sub Type(Custom2Code): IGA:Intergovernmental Agreement
Minute Order Date:
Minute Order Number:
Master Contract Number(CustomTextl): 21-0124
Bid/RFP#(BidRFP):
BPO Number(CustomlCode): Expense Contract
SHIP TO(LocShipTo):LUT-CPM
BILL TO(LocBillTo): LUT-CPM
Project Number(CustomText2): 100480
Chargeable Program Number(ChargeProgram): 606505
Contract Admin(Administrator): Cynthia Downey
2019 WASHINGTON COUNTY-ARCHIVE RECEIPT
Docu5�".
6 S E C W R E 6
Certificate Of Completion
Envelope Id:21046C3DB77F4B9A8E4751884552B9D9 Status:Completed
Subject: Please DocuSign:Contract#21-0124:City of Tigard
Source Envelope:
Document Pages:5 Signatures:4 Envelope Originator:
Certificate Pages:6 Initials:0 Kittie Kong
AutoNav: Enabled 155 N. First Ave,Suite 270
Envelopeld Stamping: Enabled MS28
Time Zone: (UTC-08:00)Pacific Time(US&Canada) Hillsboro,OR 97124-3087
kittie_kong@co.washington.or.us
IP Address:204.147.152.5
Record Tracking
Status:Original Holder:Kittie Kong Location: DocuSign
1/26/2021 9:55:13 AM kittie_kong@co.washington.or.us
Security Appliance Status:Connected Pool:StateLocal
Storage Appliance Status:Connected Pool:Washington County Location: DocuSign
Signer Events Signature Timestamp
Shelby Rihala PgQ
DocuSignedby: Sent: 1/26/2021 11:05:50 AM
shelbyr@tigard-or.gov "A v�"'Q'u' Viewed: 1/26/2021 12:17:30 PM
Security Level: Email,Account Authentication 7E63a68E5532aAE Signed: 1/26/2021 12:17:57 PM
(None),Access Code
Signature Adoption: Pre-selected Style
Using IP Address:208.71.205.129
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kathy, Nyland by /ISent: 1/26/2021 12:17:59 PM
kathyn@tigard-or.gov ED—Signed
) "Wa Viewed: 1/26/2021 12:40:12 PM
Interim City Manager 1o89B3c9o7oaa8e Signed: 1/26/2021 12:40:23 PM
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Using IP Address:73.37.9.47
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ID:2566a95c-7e87-42cc-8f91-c5bf9f724704
by:Carol A. Krager EDII"Siglld Sent: 1/26/2021 12:40:26 PM
carolk@tigard-or.gov Ark Q. �V'a�tl^ Viewed: 1/26/2021 12:50:06 PM
Security Level: Email,Account Authentication B799181AE7984F5... Signed: 1/26/2021 12:51:05 PM
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Signature Adoption: Pre-selected Style
Using IP Address:208.71.205.129
Electronic Record and Signature Disclosure:
Accepted: 1/26/2021 12:50:06 PM
ID:add bd76c-b3c5-4c3b-abd9-fb90afb1749a
Ruth OsunaSent: 1/26/2021 12:51:08 PM
ruth_osuna@co.washington.or.us ED—Signed
"' '�`"by:" Viewed: 1/27/2021 9:50:39 AM
Deputy County Administrator 801°62C2808C4E1 Signed: 1/27/2021 9:50:49 AM
Washington County,Oregon
Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style
(None),Access Code Using IP Address:204.147.152.5
Electronic Record and Signature Disclosure:
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Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
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shelbyr@tigard-or.gov
ED
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amyl@tigard-or.govSent: 1/27/2021 9:50:55 AM
amyl@tigard-or.gov COPIED
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ED
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Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/26/2021 11:05:50 AM
Certified Delivered Security Checked 1/27/2021 9:50:39 AM
Signing Complete Security Checked 1/27/2021 9:50:49 AM
Completed Security Checked 1/27/2021 9:50:56 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 1/18/2019 1:30:30 PM
Parties agreed to:Kathy,Nyland,Carol A.Krager
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Blanket Purchase Agreement 183922, 0
Type Blanket Purchase Agreement
WASHINGTON COUNTY Order 183922
OREGON Revision 0
Department of Support Services-Purchasing Order Date 27-JAN-2021
155 N First Ave.,Suite 270, MS28 Created By Morato, Michelle
Hillsboro,OR 97124-3072 Revision Date
Current Buyer
Supplier: City of Tigard
Accounts Payable
13125 SW Hall Blvd
Tigard,OR 97223
United States
Ship To: LUT-CPM Bill To: LUT-CPM
MS18 MS18
1400 SW Walnut Street 1400 SW Walnut Street
Hillsboro,OR 97123 Hillsboro,OR 97123
Customer Account No. Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via
8736 Net 30 TBD FOB
Destination
Effective Start Date Effective End Date Amount Agreed(USD)
27-JAN-2021 01-FEB-2024 35,945.00
Washington County Reference Requester/Deliver To
Cindy Downey,21-0124 Morato, Michelle
Notes: Blanket purchase order valid through February 1,2024 unless canceled earlier.
Line Part Number/Description Quantity UOM Unit Price Amount
(USD) (USD)
1 Authorization to provide for Metro Regional Flexible Funds
Allocation(RFFA)Grant to Fund the Red Rock Creek Trail
Alignment Study CAR 20/21-65.Task#7 on an open account
basis to the County per County contract 21-0124
Total of all Purchases must not exceed$35,945.00
1.This purchase order is subject to the terms and conditions attached.
2.Washington County's Federal Tax ID 93-6002316.
Authorize Signature
This purchase order is subject to the terms and conditions attached. Page 1 of 1
A WASHINGTON COUNTY
OREGON
This Purchase Order issued by Washington County(Purchaser),and all terms and conditions contained herein,become the
exclusive contract for this transaction,when accepted by acknowledgement or commencement of performance by Seller.
SHIPPING/INVOICE INSTRUCTIONS 14.WARRANTIES:Unless otherwise stated,all goods shall be free and clear
f any liens or encumbrances and shall be new(and,if applicable,the current
1.Unless otherwise specified,all goods shall be shipped:PREPAID,FOB model)and shall carry full manufacturer warranties.Seller warrants all goods
ESTINATION.Where shipping address indicates a room number,Seller delivered to be free from defects in labor,material and manufacture,and to be
shall deliver to that specific location at no additional charge.Where specific in compliance with the specifications identified in this Purchase Order.All
authorization is granted by Purchaser to ship goods FOB SHIPPING POINT, implied and express warranty provisions of the UCC are hereby incorporated
Seller shall pre-pay all shipping charges,route as instructed or if instructions by reference.Seller represents and warrants to Purchaser that Seller has the
are not provided,route by cheapest common carrier,but bill Purchaser as ower and authority to enter into and perform this Purchase Order,and that
separate item on the invoice for said charges. this Purchase Order,when executed and delivered,shall be a valid and binding
2.Goods will not be accepted if shipped C.O.D. obligation of Seller enforceable in accordance with its terms.
3.Title to the goods purchased hereunder shall pass to Purchaser at the FOB 15.COMPLIANCE WITH LAWS:Seller shall comply with all Federal,State
ESTINATION point,subject to the right of Purchaser to reject upon and local laws and regulations applicable to the goods or services purchased
inspection. der this contract.The provisions of ORS 279C.500 through 279C.870,as
applicable,are incorporated herein by reference.Damages or costs resulting
4.The Purchase Order Number and Organization Unit/Department Name from noncompliance shall be the sole responsibility of Seller.
shown on the reverse side shall appear on all invoices,correspondence, 16.ACCEPTANCE OF TERMS:THIS PURCHASE ORDER EXPRESSLY
in
shipping papers and packing material.Packing lists shall enclosed each LIMITS ACCEPTANCE TO THE TERMS AND CONDITIONS STATED
and every box or package shipped pursuant to this order,indicating the HEREIN.ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY
contents therein.
SELLER ARE OBJECTED TO AND REJECTED UNLESS OTHERWISE
5.Seller agrees to mail invoices in duplicate to the department shown under PROVIDED IN WRITING TO AND ACCEPTED IN WRITING BY
"Invoice To"on the reverse side.Seller shall provide separate invoices for PURCHASER.
each Purchase Order.
17.NONDISCRIMINATION:Seller agrees not to discriminate against any
6.On shipping papers and invoices,Seller shall state whether delivery is customer,employee or applicant for employment or services,because of race,
partial or complete and notify Purchaser if complete shipment cannot be made creed,color,national origin,sex,marital status,age or disability,excepting
per terms of the order. only bona fide qualifications.
7.Purchaser reserves the right to cancel any unshipped or uncompleted 18.MATERIAL SAFETY DATA SHEET:Seller agrees to send appropriate
ortion of this order.Time of delivery is of the essence and the order is subjectMaterial Safety Data sheets(MSDS)with shipment,according to all
o cancellation for failure to deliver or perform on time. applicable Federal and State laws.Seller shall include any required updates
8.No change in price,quality or goods will be recognized or accepted by with shipment.
Purchaser without prior approval by Purchaser. 19.WORKER'S COMPENSATION:Seller shall comply with ORS 656.017
or all employees who work in the State of Oregon for more than 10 days.This
GENERAL TERMS AND CONDITIONS requires Seller to provide Purchaser with certification of worker's
9.GOVERNING LAW:VENUE:JURISDICTION:ATTORNEY FEES:The
compensation insurance,with employer's liability in the minimum amount of
$100,000.
laws of the State of Oregon shall govern this Purchase Order.Any action or
suit commenced in connection with this Purchase Order shall be in the Circuit 20.TERMINATION:Failure to comply with any of the terns specified
Court of Washington County.Provided,however,if the claim is brought in a herein shall be a material breach and may be grounds for cancellation by
federal forum then it shall be conducted exclusively within the United State Purchaser.
District Court for the District of Oregon.Seller,by execution of this Purchase
Order,hereby consents to the in personam jurisdiction of these courts.The 21.AUTHORIZED SIGNATURE:Only those persons authorized by
prevailing party shall be entitled to reasonable attorney fees and costs as Purchaser may execute a binding Purchase Order.Seller is responsible for
awarded by the court,including any action on appeal. ensuring that the person executing the Purchase Order is duly authorized.
10.UNIFORM COMMERCIAL CODE:As referred to in this Purchase 22.ASSIGNMENT:SUBCONTRACT:SUCCESSORS:No portion of this
Order,ORS Chapter 72,as amended from time to time("UCC"). Purchase Order may be subcontracted or assigned to any other individual,firm
r entity without the express and prior approval of Purchaser.The provisions
11.REJECTION:All goods or materials purchased are subject to approval by of the Purchase Order shall be binding upon and shall inure to the benefit of
urchaser.Any rejection of goods or materials based on nonconformity to the the parties and their respective successors and permitted assigns.
terms and specifications of the order,whether held by Purchaser or returned,
will be at Seller's risk and expense. 23.MERGER CLAUSE:AMENDMENT:WAIVER:This Purchase Order
onstitutes the entire agreement between the parties.There are no
12.INDEMNIFICATION:Seller shall save harmless and indemnify understandings,agreements,or representations,oral or written,not specified i
Purchaser for any and all claims,damages,losses and expense including,but this Purchase Order.No waiver,consent,modification or change of terms of
of limited to,reasonable attorney's fees arising out of or resulting from this Purchase Order shall bind either party unless in writing and signed by
Seller's performance of or failure to perform the obligations of this contract to authorized individuals of both parties.The failure of Purchaser to enforce any
he extent caused by the negligence or misconduct by Seller or its employees provision of this Purchase Order shall not constitute a waiver by Purchaser of
r agents,together with any patent,copyright,trademark or franchise that or any other provision.
infringement action.
24.ANTITRUST:Seller hereby assigns to Purchaser full,finally,and in their
13.FORCE MAJEURE:Neither party to this contract shall be responsible for ntirety,all Federal and/or State antitrust claims which Seller now has or may
delay or default caused by fire,riot,acts of God or war beyond that party's aereafter acquire as a result of or in connection with any and all goods and
reasonable control.Purchaser may terminate this contract upon written notice services ordered hereunder.Further,Seller shall cause similar wording in favor
after determining such delay or default will impair successful performance. f Purchaser to be made a part of any and all contracts entered into with
subcontractors or suppliers as a result of this order.Claims shall include
rice-fixing,monopolization,and any other violation of State or Federal
ntitrust law.
Rev.03/2005