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Washington County ~ IG213008 ~ Intergovernmental Agreement Between Washington County And The City Of Tigard For 2021 - Small Business Incubator Program DocuSign Envelope ID: E54727F8-8973-4E20-ADC2-02FB32A8A1CC 21-0953 INTERGOVERNMENTAL AGREEMENT BETWEEN WASHINGTON COUNTY AND CITY OF TIGARD For 2021- Small Business Incubator Program This INTERGOVERMENTAL AGREEMENT ("Agreement") is made and entered between WASHINGTON COUNTY, a political subdivision of the State of Oregon, acting by and through its elected officials, hereinafter referred to as "County", and City of Tigard an Oregon municipal corporation, acting by and though its City Council,hereinafter referred to as "City." County and City may be jointly referred to herein as the"Parties"or individually as a Party. RECITALS 1. WHEREAS, 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; and 2. WHEREAS, on March 8, 2020 the Governor of Oregon declared an emergency under ORS 401.165 et. seq. due to the public health threat posed by the novel infectious coronavirus disease (COVID-19); and 3. WHEREAS, on March 11, 2020, COVID-19, which spreads person-to-person through coughing, sneezing and close personal contact, was declared a pandemic by the World Health Organization; and 4. WHEREAS on March 13, 2020 the President of the United States declared the COVID- 19 outbreak a national emergency; and 5. WHEREAS in response to the public health emergency and beginning in March 2020, Oregon Governor Kate Brown issued a number of executive orders that restricted or impacted the operation of a wide range of business, startups, and other retail businesses; and 6. WHEREAS, City has designed and is prepared to operate a program to provide assistance to small businesses located within the City's jurisdictional boundaries to provide a space and equipment for startup businesses to be able to thrive in the current economic environment; and 7. WHEREAS, City seeks $70,000.00 from County to cover the expenses related to City's program, specifically for equipment purchases from May 1, 2021 through February 28, 2022. 8. WHEREAS, the County desires to provide the City $70,000 to help pay for the equipment related to City's program. Page 1 of 6 Washington County Small Business Incubator Program Agreement with City of Tigard DocuSign Envelope ID: E54727F8-8973-4E20-ADC2-02FB32A8A1CC AGREEMENT NOW, THEREFORE, the premises being in general as stated in the foregoing recitals and in consideration of the terms, conditions and covenants set forth below, the Parties agree as follows: Article 1 CITY OBLIGATIONS 1.1 City shall develop and implement a business assistance program("City Program") to provide assistance to small businesses within the City's jurisdictional boundary. This program shall: 1.1.1 Reduce barriers to entry for an entrepreneur of color. 1.1.2 Acquire and outfit at least one food cart as a business incubator using County's funds paired with City of Tigard funding. 1.1.3 Provide entrepreneur with ongoing technical advice and business support from a City of Tigard business partner(like MESO, Hacienda, SBDC, etc.) at no cost. 1.1.4 Develop and impose eligibility criteria that requires a recipient to have a physical presence in Washington County and within the jurisdiction boundaries of the City. 1.1.5 Ensure business owners from historically disadvantaged populations have equitable access to the City Program and County's provided funds. 1.2 City may implement and operate the City Program internally or may contract with a third party to implement and operate the City Program. If the City contracts with a third parry to implement and operate the City Program, City may use these funds to cover a reasonable fee, relative to the total amount of the program. 1.3 Withing in 15 days of final purchase of the equipment, City shall provide a report detailing the equipment specifications and final cost. Any remaining funds shall be returned to County with this report. 1.4 The City shall require that all written marketing materials, press releases and reporting regarding the City's Program or use County's funds will acknowledge the County as the funder when applicable. Page 2 of 6 Washington County Small Business Incubator Program Agreement with City of Tigard DocuSign Envelope ID: E54727F8-8973-4E20-ADC2-02FB32A8A1CC 1.5 City will not use any of the County funds for expenditures for which the City has already received any other state, local, or federal funding for the same expenditure. 1.6 City will retain, and require any recipient or contractor administering the City's Program to retain, all necessary documentation of all uses of the County's funds including but not limited to invoices and receipts for a period of not less than 5 years. Such documentation shall be promptly produced to the County upon request and may be subject to audit by the County or County's authorized agent. Article 2 COUNTY OBLIGATIONS 2.1 County shall pay City $70,000 within fourteen (14) days of execution of this Agreement. Article 3 GENERAL PROVISIONS 3.1 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. 3.2 DEFAULT Time is of the essence in the performance of the Agreement. Either Parry 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. 3.3 INDEMNIFICATION This Agreement is for the benefit of the Parties only. City agrees to indemnify and hold harmless the County, and its elected officials, directors, 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). City shall give County prompt written notice of any action or suit filed or any claim made against the County that may result in ligation in any way related to this Agreement. County retains the right, in its discretion, to defend any action with Counsel of this choosing. Page 3 of 6 Washington County Small Business Incubator Program Agreement with City of Tigard DocuSign Envelope ID: E54727F8-8973-4E20-ADC2-02FB32A8A1CC 3.4 INSURANCE City shall main insurance levels or self-insurance in accordance with ORS 30.282, for the duration of this Agreement at levels necessary to protect against public body liability as specified in ORS 30.269 through 30.274. 3.5 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. The Parties agree that this Agreement may require modification as additional guidance becomes available. 3.6 DISBURSEMENTS REMAIN SUBJECT TO RECOVERY All disbursements and payments under this Agreement, remain subject to recovery from City in accordance with the following: i. Notice of Underexpenditure, Overexpenditure, or Misexpenditure. If County finds there has been an underexpenditure, overexpenditure or misexpenditure of moneys disbursed under this Agreement, County shall provide City with written notice thereof, with a detailed spreadsheet providing supporting data of an underexpenditure, overexpenditure or misexpenditure, and County and City shall engage in the process described in the Recovery of Underexpenditure, Overexpenditure or Misexpenditure section below. ii. Recovery of Underexpenditure, Overexpenditure or Misexpenditure. (a) City's Response. City shall have 90 calendar days from the effective date of the notice of underexpenditure, overexpenditure or misexpenditure or from the date of receipt of the notice, whichever is later, to pay County in full or notify County that it wishes to engage in the appeals process set forth in the Appeals Process section below. If City fails to respond within that 90 calendar-day time period, City shall promptly pay the noticed underexpenditure, overexpenditure or misexpenditure. (b)Appeals Process. Upon receipt of the final notice, if City notifies County that it wishes to engage in the Appeals Process, City and County shall engage in non-binding discussions to give the City an opportunity to present reasons why it believes that there was no underexpenditure, overexpenditure or misexpenditure, or that the amount of the underexpenditure, overexpenditure or misexpenditure was different than the amount identified by County, and to give County the opportunity to reconsider its notice. City and County may negotiate an appropriate apportionment of responsibility for the repayment of an underexpenditure, overexpenditure or misexpenditure. At City request, County will meet and Page 4 of 6 Washington County Small Business Incubator Program Agreement with City of Tigard DocuSign Envelope ID: E54727F8-8973-4E20-ADC2-02FB32A8A1CC negotiate with City in good faith concerning appropriate apportionment of responsibility for repayment of an underexpenditure, overexpenditure or misexpenditure. In determining an appropriate apportionment of responsibility, City and County may consider any relevant factors. An example of a relevant factor is the extent to which either Party contributed to an interpretation of a statute,regulation or rule prior to the expenditure that was officially reinterpreted after the expenditure. If County and City reach agreement on the amount owed to County, City shall promptly repay that amount to County by issuing payment to County. If County and City are unable to agree to whether there has been an underexpenditure, overexpenditure or misexpenditure or as to the amount owed, the parties may agree to consider further appropriate dispute resolution processes, including mediation and arbitration. 3.7 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. 3.8 REMEDIES Subject to the provisions in paragraph 3.6 and 3.7, any Parry 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. 3.9 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. 3.10 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 Page 5 of 6 Washington County Small Business Incubator Program Agreement with City of Tigard DocuSign Envelope ID: E54727F8-8973-4E20-ADC2-02FB32A8A1CC remaining provisions of the Agreement will not be affected or impaired in any way. 3.11 INTEGRATION This Agreement is the entire agreement of the Parties on its subject and supersedes any prior discussions or agreements regarding the same subject. Article 4 TERM OF AGREEMENT and SURVIVAL 4.1 This Agreement becomes effective on the last date signed below and shall terminate on February 28, 2022 unless extended by mutual written consent of the Parties. 4.2 City Obligations 1.4, 1.5, and 1.6, and General Provisions 3.3, 3.6 and 3.8 shall survive termination or expiration of this Agreement. WHEREAS, all the aforementioned is hereby agreed upon by the Parties and executed by the duly authorized signatures below. NPTON COUNTY, OREGON Six by J b►M 6/29/2021 1 11:16 PDT AUTHORIZED SIGNATURE DATE Sia Lindstrom Deputy county Administrator PRINTED NAME TITLE CITY OF TIGARD, OREGON DocuSigned by: 6/29/2021 1 09:54 PDT AUTfHORIZED SIGNATURE DATE Steve Rymer City Manager PRINTED NAME TITLE DS DS b cxf 6/28/2021 1 11:22 PDT 6/28/2021 1 19:32 PDT Page 6 of 6 Washington County Small Business Incubator Program Agreement with City of Tigard DocuSign Envelope ID: E54727F8-B973-4E20-ADC2-02FB32A8A1CC CERTIFICATE OF COVERAGE Agent This certificate is issued as a matter of information only and confers no rights upon Brown & Brown Northwest the certificate holder other than those 2701 NW Vaughn St, Ste. 340 provided in the coverage document. This Portland, OR 97210 certificate does not amend,extend or alter the coverage afforded by the coverage www.bbnw.com documents listed herein. cltycounty insurance services Named Member or Participant Companies Affording Coverage Clt of Tigard COMPANY A-CIS 1325 SW Hall Blvd COMPANY B-National Union Fire Insurance Co Tigard OR all Bl COMPANY C-RSUI Indemnity COMPANY D-Federal Insurance Company 20281 LINES OF COVERAGE This is to certify that coverage documents listed herein have been issued to the Named Member herein for the Coverage period indicated. Not withstanding any requirement,term or condition of any contract or other document with respect to which the certificate may be issued or may pertain,the coverage afforded by the coverage documents listed herein is subject to all the terms,conditions and exclusions of such coverage documents. Company Certificate Effective Termination Type of Coverage Letter Number Date Date Coverage Limit General Liability General Aggregate: $30,000,000 ✓ Commercial General Liability A 20LTIG 7/1/2020 7/1/2021 Each Occurrence: $10,000,000 ✓ Public Officials Liability ✓ Employment Practices ✓ Occurrence Auto Liability General Aggregate: None ✓ Scheduled Autos A 20LTIG 7/1/2020 7/1/2021 Each Occurrence: $10,000,000 ✓ Hired Autos ✓ Non-Owned Autos Auto Physical Damage ✓ Scheduled Autos A 20APDTIG 7/1/2020 7/1/2021 ✓ Hired Autos C ✓ Non-Owned Autos ✓ Property C 20PTIG 7/1/2020 7/1/2021 Per Filed Values A ✓ Boiler and Machinery D 20BTIG 7/1/2020 7/1/2021 Per Filed Values Excess Liability ✓ Excess Crime B 20ECTIG 7/1/2020 7/1/2021 Per Loss $1,000,000 ✓ Excess Earthquake C 20EQTIG 7/1/2020 7/1/2021 Each Occurrence $5,000,000 ✓ Excess Flood C 20FTIG 7/1/2020 7/1/2021 Each Occurrence $5,000,000 Excess Cyber Liability Occurrence/Aggregate: Workers'Compensation Description: Operations of Named Member as respects IGA-Reimbursement Program and Small Business Emergency Assistance through December 31,2020. Subject to policy terms,conditions and exclusions. Certificate Holder: CANCELLATION:Should any of the coverage documents herein be cancelled before the expiration date thereof,CIS will provide 30 days written notice to the certificate holder named herein,but failure to mail such notice shall impose no obligation or liability of any Washington County kind upon CIS,its agents or representatives,or the issuer of this certificate. 155 North First Avenue, Suite 270 Hillsboro OR 97124 By: Ron Cutter Date: 7/1/2020 56363369 1 20-21 CIS Certificate I Cathi Pham 1 7/1/2020 10:39:19 AM (PDT) I Page 1 of 1 DocuSign Envelope ID: E54727F8-B973-4E20-ADC2-02FB32A8A1CC www.saif.com ■ saifOregon.Work. Life. Oregon Workers' Compensation Certificate of Insurance Certificate holder: WILL CULVER, CONTRACT ADMINISTRATOR WASHINGTON COUNTY FINANCE DEPARTMENT WASHINGTON COUNTY FINANCE DEPARTMENT 155 NORTH FIRST AVENUE, SUITE 270; MAILSTOP 25 HILLSBORO, OR 97124 The policy of insurance listed below has been issued to the insured named below for the policy period indicated.The insurance afforded by this policy is subject to all the terms, exclusions and conditions of such policy; this policy is subject to change or cancellation at any time. Insured Producer/contact City of Tigard Brown &Brown of Oregon LLC 13125 SW Hall Blvd Ron Cutter Tigard, Or 97223-8167 503.219.3270 rcutter@bbnw.com Issued 08/19/2020 Limits of liability Policy 860903 Bodily Injury by Accident $3,000,000 each accident Period 07/01/2020 to 07/01/2021 Bodily Injury by Disease $3,000,000 each employee Body Injury by Disease $3,000,000 policy limit Description of operations/locations/special items Cities and Special District Assistance Program, Intergovernmental Agreement between Washington County and the City of Tigard Important This certificate is issued as a matter of information only and confers no rights to the certificate holder.This certificate does not amend, extend or alter the coverage afforded by the policies above. This certificate does not constitute a contract between the issuing insurer, authorized representative or producer and the certificate holder. Authorized representative Z, )�g� Kerry Barnett President and CEO 400 High Street SE Salem,OR 97312 P:800.285.8525 Policy_OLCA_CertificateOfInsurance F:503.584.9812 DocuSign Envelope ID: E54727F8-B973-4E20-ADC2-02FB32A8A1CC For Administrative Use Only—Z99999 Supplier Name: City of Tigard Actual Contract Number(CustomText4):21-0953 Department(Location): SS-Finance Contract Type: 8 Agreements Contract Sub Type(Custom2Code): IGA:Intergovernmental Agreement Minute Order Date: Minute Order Number: Master Contract Number(CustomTextl): 21-0953 Bid/RFP#(BidRFP): BPO Number(CustomlCode): Expense Contract SHIP TO(LocShipTo): SS-Finance BILL TO(LocBillTo): SS-Finance Project Number(CustomText2): Chargeable Program Number(ChargeProgram): Contract Admin(Administrator): Will Culver 2019 WASHINGTON COUNTY-ARCHIVE RECEIPT DocuSign Certificate Of Completion Envelope Id: E54727F8B9734E20ADC202FB32A8A1 CC Status:Completed Subject: Please DocuSign:Contract#21-0953:City of Tigard Source Envelope: Document Pages:9 Signatures:2 Envelope Originator: Certificate Pages:5 Initials:2 Kassie Denney 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 Kassandra_Denney@co.washington.or.us IP Address:204.147.152.15 Record Tracking Status:Original Holder:Kassie Denney Location: DocuSign 6/25/2021 11:41:40 AM Kassa ndra_Denney@co.washington.or.us Security Appliance Status:Connected Pool:StateLocal Storage Appliance Status:Connected Pool:Washington County Location: DocuSign Signer Events Signature Timestamp Lloyd PurdyS Sent:6/25/2021 11:45:54 AM Lloydp@tigard-or.gov �(� Viewed:6/28/2021 7:36:44 AM Security Level: Email,Account Authentication Signed:6/28/2021 11:22:01 AM (None),Access Code Signature Adoption: Pre-selected Style Using IP Address:65.102.27.58 Electronic Record and Signature Disclosure: Accepted:6/28/2021 7:36:44 AM ID:225c87f3-9cba-408c-9e7c-ee9b33006ca9 Shelby Rihala DS Sent:6/28/2021 11:22:04 AM Shelbyr@tigard-or.gov Viewed:6/28/2021 7:27:59 PM Security Level: Email,Account Authentication Signed:6/28/2021 7:32:27 PM (None),Access Code Signature Adoption: Drawn on Device Using IP Address: 174.204.192.111 Signed using mobile Electronic Record and Signature Disclosure: Accepted:6/28/2021 7:27:59 PM ID:43f488e5-eOc4-4bd6-bebc-f93aa4ae3197 Steve Rymer by: Sent:6/28/2021 7:32:29 PM stever@tigard-or.gov Ell—Si,ned fwt, �Imv Resent:6/29/2021 9:42:43 AM City Manager FFD6c326B2c°43A Viewed:6/29/2021 9:53:48 AM Security Level: Email,Account Authentication Signed:6/29/2021 9:54:03 AM (None),Access Code Signature Adoption: Pre-selected Style Using IP Address:208.71.205.129 Electronic Record and Signature Disclosure: Accepted:6/29/2021 9:53:48 AM ID:5a21e82f-7536-41d5-8b67-92934c368026 Sia LindstromSent:6/29/2021 9:54:05 AM sia_lindstrom@co.washington.or.us ED0CuSi,n1d by:ia. UVJSfr6VA Viewed:6/29/2021 11:15:32 AM Deputy County Administrator 7AFF957c9°2943D... Signed:6/29/2021 11:16:40 AM Washington County,Oregon Signature Adoption: Pre-selected Style Security Level: Email,Account Authentication (None),Access Code Using IP Address:204.147.152.5 Signer Events Signature Timestamp Electronic Record and Signature Disclosure: 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 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/25/2021 11:45:54 AM Certified Delivered Security Checked 6/29/2021 11:15:32 AM Signing Complete Security Checked 6/29/2021 11:16:40 AM Completed Security Checked 6/29/2021 11:16:40 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:Lloyd Purdy,Shelby Rihala,Steve Rymer ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Carahsoft OBO SHI OBO Washington County(we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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