Town Center Development Agency (TCDA) ~ IG183003 ~ Provision Of Administrative & Development Services Between COT & TCDA 1(1 1930,3
INTERGOVERNMENTAL AGREEMENT
FOR THE PROVISION OF ADMINISTRATIVE AND DEVELOPMENT SERVICES
THIS INTERGOVERNMENTAL AGREEMENT ("Agreement") entered into between the
City of Tigard, an Oregon municipal corporation ("City"), and the Town Center
Development Agency, an ORS chapter 457 public body ("Agency"), collectively the
"Parties."
RECITALS
1. Agency was duly activated as provided by law and pursuant to Tigard Municipal
Code Chapter 2.64. The City Center Urban Renewal Plan was approved by City
voters in 2006. In 2016, the Tigard City Council approved the Tigard Triangle
Urban Renewal Plan. In 2017 the voters approved a substantial amendment
expanding the Agency boundary and approved implementing the Tigard Triangle
Urban Renewal Plan ("Plans").
2. City has experience in providing administrative and development services for
local governmental activities and desires, pursuant to ORS 190.010, et. seq. and
ORS 457.320, to provide all services necessary and proper to assist and support
Agency in carrying out its duties and responsibilities related to administering and
implementing the Plans and future plans.
3. The Parties desire to have the City provide such services. This Agreement is
intended to clarify the relationship between the Parties with respect to
administrative services provided by the City to the Agency and various other
issues related to their relationship as separate legal entities working towards
common goals. The Parties agree that this Agreement may be revised or replaced
in the future to reflect the evolving relationship of the parties, including the option
of Agency reimbursing City for some or all of these services or providing certain
services by other means.
NOW, THEREFORE, THE PARTIES AGREE:
Article 1: Term and Termination. This Agreement takes effect on the date last
executed and continues in full force and effect until terminated by either Party providing
not less than 30 days' written notice to the other Party.
Article 2: City Services
2.1. City shall provide administrative and development services to Agency on
an on-going as-needed basis. These may include but are not limited to: staff support for
public meetings including preparing meeting notices, agendas, minutes and mailings;
maintaining an Agency presence on the City's Internet site and other electronic media
platforms; staff support of the Town Center Advisory Commission, record keeping;
budget preparation, accounting, and financial reporting; public contracting and
administration; payment of Agency obligations from Agency funds, real estate
procurement and property management; project development, engineering and
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management; administration and implementation of the Plans, and economic
development services; and other duties and functions as may from time to time be
required by the Agency. City shall provide such services in compliance with the laws of
the State of Oregon, and in accordance with the Plans and this Agreement. City may
contract with third-parties for provision of services.
2.2 City shall provide work space, equipment, supplies and such other items
as City determines are necessary and appropriate to provide services to Agency.
2.3 In providing services under this Agreement, City shall comply with the
Agency Plans and with any Agency policies and procedures. Unless agreed otherwise
by the Parties, City policies and procedures shall apply in the absence of comparable
Agency policies and procedures.
2.4 The City Manager shall serve as the executive director of Agency and
may designate or appoint such other City employees to represent Agency and perform
services for Agency as the City Manager deems appropriate and in accordance with
City and Agency policies and procedures.
2.5 The City Attorney shall serve as general counsel for Agency unless
agreed otherwise by the Parties. City or Agency may retain specialized counsel, such
as bond counsel, as needed.
2.6 City shall segregate all Agency funds into one or more Agency funds in
the City's accounting structure and shall be responsible for maintaining that
segregation. City shall make debt service payments from Agency funds on behalf of
Agency as such payments come due. City shall contract for or perform Agency annual
audits as provided by law.
2.7 Personnel assigned by City to provide services under this IGA are
employees of City only and City has final and exclusive authority over decisions to hire,
terminate and discipline such employees. City is solely responsible for payment of
salaries, benefits, taxes, workers compensation and all other employer obligations,
subject only to any obligation of the Agency to reimburse City.
Article 3. Agency Obligations.
3.1 Notwithstanding the services provided by City, Agency remains responsible
for the oversight and management of the Plans and the urban renewal area, including
but not limited to the financial health of Agency, designation of projects, property
acquisition and disposition decisions, management decisions affecting the financial
status of the URA, URA indebtedness threshold, capacity and issuance, Plan
amendments; and budgeting. Agency shall coordinate with the City as necessary to
ensure proper oversight and management of Agency activities.
3.2 Agency shall pay when due any reimbursement due and owing to City.
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3.3 The Executive Director and Agency Board retain the authority to determine
that one or more services shall be provided directly by Agency or by third-parties other
than City, to retain Agency staff and otherwise manage the affairs of Agency.
Article 4. Loans and Advances. If requested by either Party, the other Party may,
from time to time, advance funds to the requesting Party as permitted by law. Any such
advance of funds and the purpose thereof shall be evidenced in writing in the form of a
loan or other appropriate legal instrument, which shall not be valid until approved by the
City Council and Agency Board unless authorized as part of the annual City and Agency
budget process. Unless agreed otherwise by the Parties in the loan documents:
4.1. Interest on loans or advances from City to Agency shall accrue at the
average rate earned on other funds invested by City and be calculated using the
methodology used by City in allocating investment earnings to its various funds. Unless
prepaid or otherwise provided in the loan agreement, each loan shall be repaid in ten
substantially equal annual installments of principal on or before the 30th day of June of
each fiscal year, with the first principal payment due on or before the 30th day of June in
the fiscal year after the fiscal year in which the loan is made. Interest shall be paid
annually on or before the 301h day of June of each fiscal year, commencing no later than
the second fiscal year after the fiscal year in which the loan is made.
4.2 Agency pledges tax increment revenues for payment, subordinate to any
bonded indebtedness that Agency is obligated to pay to third parties.
4.3 Loans made as part of the City and Agency annual budget process do not
require further approval by the City or Agency. The amount of interest and loan duration
on such loans shall be as provided in Section 4.1 unless the City Manager/ Executive
Director of the TCDA determines that other terms and conditions are more appropriate.
Article 5: Indemnification. Within the limits of the Oregon Tort Claims Act, each Party
agrees to save and hold harmless and defend the other against all claims, suits, or
actions whatsoever which arise out of the or result from the negligent or intentional acts
of the party's officials, employees and agents under this Agreement.
Article 6: Insurance. Each Party shall maintain in force, at its own expense, worker
compensation insurance for all covered workers of that party in compliance with Oregon
law, and general liability insurance in amounts not less than the limits of the Oregon
Tort Claims Act as it may be amended from time to time.
Article 7: Modification. This Agreement may be amended only by mutual Agreement
of the Parties in writing.
Article 8: Waiver. No provision of this Agreement may be waived except in writing by
the party granting a waiver of compliance with this Agreement. A waiver shall not
constitute a waiver of any other provision nor shall any one waiver constitute a
continuing waiver. Failure to enforce any provision of this Agreement shall not operate
as a waiver of such provision of any other provision.
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Article 9: Severability. If any term or provision of the Agreement is declared by a court
of competent jurisdiction to be illegal or in conflict with any law, the validity of the
remaining terms and provisions shall not be affected, and the rights and obligations of
the Parties shall be construed and enforced as if the Agreement did not contain the
particular term or provision held to be invalid.
Article 10: Entire Agreement. This Agreement sets forth the entire understanding
between the Parties with respect to the subject matter of this Agreement, and
supersedes any and all prior understandings and agreements, whether written or oral,
between the Parties with respect to such subject matter.
Article 11: Non-Agency Relationship. Nothing in this Agreement is to be interpreted
as creating or constituting an agency relationship between the parties. Each Party
remains separate and neither assumes the debts, obligations or liability of the other by
entering into this Agreement. Each Party is solely responsible for carrying out its duties
and functions in accordance with all applicable laws and regulations.
IN WITNESS WHEREOF, the execution of which having been first duly authorized
according to law.
City of Tigard
C� i'�1�&��' Date
Town Center Development Agency
1- oll
Date
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