Washington County - CA 15-1020 Safe Routes to School Program Coordinator MSTIP Funding C4 (5 -to 20
AGREEMENT
BETWEEN
Washington County and the City of Tigard
FOR A DISTRIBUTION FROM THE MAJOR STREETS
TRANSPORTATION 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 $41,000 distribution from the FUND as a match for a Regional
Transportation Options grant, hereinafter referred to as "RTO", to fund a Safe
Routes to Schools Program Coordinator.
3. The FUND distribution requested by CITY was approved by the Washington
County Coordinating Committee in November 2014. The approval was contingent
on the CITY receiving approval for the RTO grant.
4. CITY was awarded the RTO in February 2015.
5. CITY will enter into a separate agreement with Metro for the 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 $41,000 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 $41,000 distribution from the FUND
within thirty (30) calendar days of the execution of the agreement with
Metro 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. The parties shall, in good faith, agree to
such reasonable provisions for winding up the Agreement as necessary.
_�
DATED this day of i td „4. , 2015.
CITY OF TIGARD, OREGON WASHINGTO OUNTY, OREGON
Joh ook, Mayor
Hob Massar Asst.County Administrator
ATTEST:
CITY RECORDER RECORDING SECRETARY
APPROVED AS TO FORM: APPROVED AS TO FORM-
CIT0AT1t6RNEY COUNTY COUNSEL
Blanket Purchase Agreement 168203, 0
Type Blanket Purchase Agreement
_� WASHINGTON COUNTY Order 168203
OREGON Revision 0
Department of Support Services-Purchasing Order Date 28-SEP-2015
155 N First Ave.,Suite 270,MS28 Created By Passmore Angie
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. SupplierNo. Payment Terms Freight Terms FOB Transportation Ship Via
8736 Net 30 TBD FOB
Destination
Effective Start Date Effective End Date I Amount Agreed USD
22-SEP-2015 18-SEP-2017 1 41 000.00
Washington CounReference I Re uester/DeliverTo
Project 100206 MSTIP 3 Opportunity Fund,CAR Passmore, Angie 503-846-7853
15/16-17,CA 15-1020
Notes: Blanket purchase order valid through September 18,2017,unless canceled earlier.
Line Part Number/Description Quantity UOM Unit Price Amount
USD USD
1 Authorization to provide Regional Transportation Options
Grant for Safe Routes to School Program Coordinator,Project
100206 MSTIP 3 Opportunity Fund,CAR 15/16-17 on an
open account basis to the County per County contract CA
15-1020
Total of all Purchases must not exceed$41,000.00
1.This purchase order is subject to the terms and conditions attached.
2.Washington County's Federal Tax ID 93-6002316.
This purchase order is subject to the terms and conditions attached. Pagel of 2
Washington County Blanket Purchase Agreement 168203, 0
Linc Part Number/Description Quantity UOM Unit Price Amount
SD USD
Authorized Signature
This purchase order is subject to the terms and conditions attached. Page 2 of 2
Aft 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.
SBIIPPINGANVOICE 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 odel)and shall carry full manufacturer warranties.Seller warrants all goods
DESTINATION.Where shipping address indicates a room number,Seller lelivercd to be free from defects in labor,material and manufacture,and to be
hall deliver to that specific location at no additional charge.Where specific n compliance with the specifications identified in this Purchase Order.All
authorization is granted by Purchaser to ship goods FOB SHIPPING POINT, mplied and express warranty provisions of the UCC are hereby incorporated
Seller shall pre-pay all shipping charges,route as instructed or if instructions y reference.Seller represents and warrants to Purchaser that Seller has the
not provided,route by cheapest common carrier,but bill Purchaser as war and authority to enter into and perform this Purchase Order,and that
crate item on the invoice for said charges. his Purchase Order,when executed and delivered,shall be a valid and binding
2.Goods will not be accepted if shipped C.O.D. bligation 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
DESTINATION point,subject to the right of Purchaser to reject upon ind local laws and regulations applicable to the goods or services purchased
inspection. inder this contract.The provisions of ORS 279C.500 through 279C.870,as
pplicable,are incorporated herein by reference.Damages or costs resulting
4.The Purchase Order Number and Organization UnivDepartment Name in 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
hipping papers and packing material.Packing lists shall in enclosed each IMITS ACCEPTANCE TO THE TERMS AND CONDITIONS STATED
d every box or package shipped pursuant to this order,indicating the
contents therein. EREIN.ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY
ELLER ARE OBJECTED TO AND REJECTED UNLESS OTHERWISE
5.Seller agrees to mail invoices in duplicate to the department shown under IROVIDED IN WRITING TO AND ACCEPTED IN WRITING BY
Invoice To"on the reverse side.Seller shall provide separate invoices for IURCRASER.
ach Purchase Order.
17.NONDISCRIMINATION:Seller agrees not to discriminate against any
6.On shipping papers and invoices,Seller shall state whether delivery is ustomer,employee or applicant for employment or services,because of race,
%inial or complete and notify Purchaser if complete shipment cannot be made eed,color,national origin,sex,marital status,age or disability,excepting
r terms of the order. my bona fide qualifications.
7.Purchaser reserves the right to cancel any unshipped or uncompleted 18.MATERIAL SAFETY DATA SHEET:Seller agrees to send appropriate
portion of this order.Time of delivery is of the essence and the order is subject Material Safety Data sheets(MSDS)with shipment,according to all
to cancellation for failure to deliver or perform on time. ipplicable Federal and State laws.Seller shall include any required updates
8.No change in price,quality or goods will be recognized or accepted by ith 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 quires Seller to provide Purchaser with certification of worker's
9.GOVERNING LAW:VENUE:JURISDICTION;ATTORNEY FEES:The ompensation insurance,with employer's liability in the minimum amount of
100,000.
aws of the State of Oregon shall govern this Purchase Order.Any action or
uit commenced in connection with this Purchase Order shall be in the Circuit 20.TERMINATION:Failure to comply with any of the terms specified
ourt of Washington County.Provided,however,if the claim is brought in a erein shall be a material breach and may be grounds for cancellation by
eleral forum then it shall be conducted exclusively within the United State haler.
istrict Court for the District of Oregon.Seller,by execution of this Purchase
I
er,hereby consents to the in personam jurisdiction of these courts.The 21.AUTHORIZED SIGNATURE:Only those persons authorized by
vailing party shall be entitled to reasonable attorney fees and costs as haler may execute a binding Purchase Order.Seller is responsible for
warded by the court,including any action on appeal. nsuring 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 ofthis
er,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 f the Purchase Order shall be binding upon and shall inure to the benefit of
Purchaser.Any rejection of goods or materials based on nonconformity to the be parties and their respective successors and permitted assigns.
rms and specifications of the order,whether held by Purchaser or returned,
Nil]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 meterstandings,agreements,or representations,oral or written,not specified in
Rarchascr for any and all claims,damages,losses and expense including,but his Purchase Order.No waiver,consent,modification or change of terms of
of limited to,reasonable attorney's fees arising out of or resulting from his Purchase Order shall bind either party unless in writing and signed by
ller's performance of or failure to perform the obligations of this contract to urthorized individuals of both parties.The failure of Purchaser to enforce any
e extent caused by the negligence or misconduct by Seller or its employees rovision of this Purchase Order shall not constitute a waiver by Purchaser of
r agents,together with any patent,copyright,trademark or franchise hat or any other provision.
nfringement 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
lay or default caused by fire,riot,acts of God or war beyond that party's iercaftcr acquire as a result of or in connection with any and all goods and
reasonable control.Purchaser may terminate this contract upon written notice crvices ordered hereunder.Further,Seller shall cause similar wording in favo
after determining such delay or default will impair successful performance. if Purchaser to be made a part of any and all contracts entered into with
ubcontractors or suppliers as a result of this order.Claims shall include
irice-fixing,monopolization,and any other violation of State or Federal
titrust law.
Rev.03/2005 -