Washington County, Beaverton - CA10-0142 217 Interchange Study INTERGOVERNMENTAL AGREEMENT
BETWEEN THE CITIES OF BEAVERTON, TIGARD AND WASHINGTON COUNTY
FOR THE OR217 INTERCHANGE MANAGEMENT STUDY
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THIS AGREEMENT is entered into this 13 day of `` f, -� , 2010, by and
between THE CITIES OF BEAVERTON AND TIGARD ("Cities ") and WASHINGTON
COUNTY ("County"), pursuant to the authority granted in ORS Chapter 190.
A. RECITALS
WHEREAS, ODOT and County have entered into Cooperative Agreement No . 25797 to develop
an interchange management study for OR217 (Project); and
WHEREAS, The Cities desire to participate in the development of this study as members of the
study' s technical advisory committee; and
WHEREAS , ODOT, County and the Cities have agreed to cooperate and streamline planning
efforts; and
WHEREAS, the parties are authorized by ORS 190. 010 to enter into intergovernmental agreements
for the performance of any or all functions and activities that are party to the agreement has the
authority to perform;
NOW, THEREFORE, the parties do mutually agree as follows :
B. THE CITIES ' OBLIGATIONS
The Cities shall :
1 . Designate an individual or individuals to serve on the project technical advisory
committee.
2 . Attend technical advisory committee and other project related meetings
3 . Review and provide timely comments on consultant work products .
4. Submit reimbursement requests to the County, which shall not exceed a total of $7, 500
per city for all services provided during the duration of the Project without the written
consent of ODOT and the County.
C. COUNTY OBLIGATIONS
County shall :
1 . Designate an individual to serve on the project technical advisory committee.
2 . Attend technical advisory committee and other project related meetings
3 . Review and provide timely comments on consultant work products,-
4 ,
roducts:4 . Review and process all City invoices. County Project Manager shall confirm status of
work with City liaison prior to processing invoices .
5 . Invoice ODOT for periods not to exceed six-month in duration for 100 percent of actual
costs incurred by Cities .
6. Make payments of amounts due to Cities and approved by ODOT, upon payment by
ODOT.
D. GENERAL TERMS
1 . Coordination. The OR217 Interchange Management Study is being developed by ODOT
with assistance from Washington County, the City of Beaverton and the City of Tigard.
This Intergovernmental Agreement is subject to all terms of the ODOT- County
Cooperative Agreement No. 25797,
2. Amendment of Agreement. County and the Cities may amend this Agreement from time to
time, by mutual written agreement between County and Cities, and ODOT.
3 , Indemnification Clause. Subject to any provision of the Oregon Constitution and ORS
30.260-300 and within the limits set forth in ORS 30.270, each party hereby agrees to
protect, defend, hold harmless, and indemnify the other, its officers, employees and agents
of and from any claims, damages, compensation, suits, actions and expenses, including
reasonable attorney's fees, occasioned in whole or in part by the negligent acts, errors or
omissions of the indemnitor or its employees, while in any way engaged in the performance
of this Agreement. In addition, each party shall be solely responsible for any contract
claims, delay damages, or similar items arising from or caused by the negligent or wrongful
action or inaction of such party.
4. Resolution of Disputes. If any dispute arising out of this Agreement cannot be resolved by
the project managers from each party, the County Administrator and the Cities ' Mayor or
City Manager will attempt to resolve the issue. If the County Administrator and the
Cities Mayor or City Manager are not able to resolve the dispute, the parties will submit
the matter to mediation, each party paying its own costs and sharing equally in common
costs . In the event the dispute is not resolved in mediation, the parties may utilize any
available legal remedy or process.
5 . Laws and Regulations. County and the Cities agree to abide by all applicable laws and
regulations .
6 . Effective Date. This Agreement is effective from the date of execution by all parties .
7. Integration. This document constitutes the entire agreement between the parties on the
subject matter hereof and supersedes all prior or contemporaneous written or oral
understandings, representations or communications of every kind on the subject. No
course of dealing between the parties and no usage of trade shall be relevant to
supplement any term used in this Agreement. Acceptance or acquiescence in a course of
performance rendered under this Agreement shall not be relevant to determine the
meaning of this Agreement and no waiver by a party of any right under this Agreement
shall prejudice the waiving party's exercise of the right in the future.
8 . Term of Agreement. This Agreement is effective from the date of execution by all
parties until the completion of all obligations created by this Agreement or on December
31 , 2012 ,
9 . Termination. This Agreement may be terminated by mutual written agreement of all
parties or with sixty (60) days written notice of any party.
10 . Interpretation of Agreement This Agreement shall not be construed for or against any
party by reason of the authorship or alleged authorship of any provision. The paragraph
headings contained in this Agreement are for ease of reference only and shall not be used
in constructing or interpreting this Agreement.
11 , Severability/Survival . If any of the provisions contained in this Agreement are held
illegal, invalid or unenforceable, the enforceability of the remaining provisions shall not
be impaired. All provisions concerning the limitation of liability, indemnity and conflicts
of interest shall survive the termination of this Agreement for any cause.
12 . Approval Required. This Agreement and all amendments shall become effective when
approved by 1 ) the Cities ' Mayor or City Manager or their designees and, when required
by applicable City rules, the City Council and 2) the County.
13 . Choice of Law/Venue. This Agreement and all rights, obligations and disputes arising
out of the Agreement shall be governed by Oregon law. All disputes and litigation arising
out of this Agreement shall be decided by the state courts in Oregon. Venue for all
disputes and litigation shall be in Washington County, Oregon.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year
first written above.
CITY OF BEAVERTON CITY OF TIGARD
By: c_ By:
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AApproved as to Form APPROVED AS TO FORM
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CL Cit ttorney, City of Tigard
City Aff&ney
WASHINGTON COUNTY
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Title :
APPROVED AS TO FORM APP VED O FORM
General Counsel County Co sel