HomeMy WebLinkAboutDoc 709 - La Pine Road Maintenance IGADeschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701 -1960
(541) 388 -6570 - Fax (541) 385 -3202 - www.deschutes.org
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of December 9, 2009
Please see directions for completing this document on the next page.
DATE: December 8, 2009
FROM: Tom Blust Road Department 322 -7105
TITLE OF AGENDA ITEM:
Consideration of Authorization of County Administrator Signature of Document No. 2009 -709, an
Intergovernmental Agreement for Performance of Road Services, between Deschutes County and thr
City of La Pine.
PUBLIC HEARING ON THIS DATE? NO
BACKGROUND AND POLICY IMPLICATIONS:
This Intergovernmental Agreement (IGA) provides a process for the exchange of road maintenance
services between the City of La Pine and Deschutes County. Services provided by the City are limiled
to snow removal on certain county roads within the city limits. The snow removal services are
anticipated to be provided by contractors working for the City. Services provided by the County wi! 1
include any road maintenance services performed on city streets at the requested of the City. Partie <
will be reimbursed for the full cost of the services provided. This IGA allows both parties to make use
of the efficient delivery of road maintenance services.
FISCAL IMPLICATIONS:
Under this IGA, the City of La Pine will reimburse Deschutes County for the full cost of all road
maintenance services provided to the City. Deschutes County will reimburse the City of La Pine fo!° all
costs of snow removal provided by the City on County roads within the City.
RECOMMENDATION & ACTION REQUESTED:
The Road Department recommends signature of the Intergovernmental Agreement for Performance of
Road Services.
ATTENDANCE: Tom Blust, Road Department Director
DISTRIBUTION OF DOCUMENTS:
Send originals to: Luana Damveral, City Recorder, City of La Pine, PO Box 3055, La Pine, OR 97'39.
Copy to: Wanda Kunz, Road Department
DESCHUTES COUNTY DOCUMENT SUMMARY
(NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be
on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board
agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be returned to
the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the
County Administrator or the Commissioners. In addition to submitting this form with your documents, please submit this form
electronically to the Board Secretary.)
Date:
12/8/2009
Please complete all sections above the Official Review line.
Department:
ROAD,
Contractor /Supplier /Consultant Name: City of La Pine
Contractor Contact: _ Luana Damveral, City Recorder
Contractor Phone #: 541 - 536 -1432
Type of Document: IGA
Goods and /or Services: This IGA provides for the exchange of road maintenance
services between the City of La Pine and Deschutes County.
Background & History: This Intergovernmental Agreement (IGA) provides a process
for the exchange of road maintenance services between the City of La Pine and
Deschutes County. Services provided by the City are limited to snow removal on
certain county roads within the city limits. The snow removal services are anticipated to
be provided by contractors working for the City. Services provided by the County will
include any road maintenance services performed on city streets at the requested of the
City. Parties will be reimbursed for the full cost of the services provided. This IGA
allows both parties to make use of the efficient delivery of road maintenance services.
Agreement Starting Date:
12/9/2009
Annual Value or Total Payment:
Ending Date:
Less than $50,000 estimated annual reimbursements
n Insurance Certificate Received check box)
Insurance Expiration Date: [
Check all that apply:
RFP, Solicitation or Bid Process
Informal quotes ( <$150K)
Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37)
Funding Source: (Included in current budget? ® Yes L No
If No, has budget amendment been submitted? Yes [ 1 No
Is this a Grant Agreement providing revenue to the County? [ Yes X No
Special conditions attached to this grant:
12/8/200 9
Deadlines for reporting to the grantor:
If a new FTE will be hired with grant funds, confirm that Personnel has been notified that
it is a grant- funded position so that this will be noted in the offer letter: n Yes n No
Contact information for the person responsible for grant compliance: Name:
Phone #:
Departmental Contact and Title: Tom Blust, Road Department Director
Phone #: 322 -7105
Department Director Approval:
Signature Date
Distribution of Document: Original to: Luana Damveral, City Recorder, City of La
Pine, PO Box 3055, La Pine, OR 97739. Copy to: Wanda Kunz, Road Department.
Official Review:
County Signature Required (check one): ❑ BOCC ❑ Department Director (if <$25K)
❑ Administrator (if >$25K but <$150K; if >$150K, BOCC Order No. )
Legal Review Date
Document Number
12/8/: 009
INTERGOVERNMENTAL AGREEMENT FOR
PERFORMANCE OF ROAD SERVICES
This Intergovernmental Agreement for Performance of Road Services (this "Agreement ") is
made and entered into this day of December, 2009, but made effective for all purposes as of the
date this Agreement is fully executed by the parties to this Agreement (the "Effective Date "), by and
between the City of La Pine ( "City ") and Deschutes County ( "County ").
RECITALS:
A. ORS 190.110 provides City and County authority to enter into cooperative
agreements for the performance of work on certain types of maintenance or improvement projects
(with the allocation of costs on terms and conditions mutually agreeable to the contracting parties).
B. City and County agree that it is to the parties' mutual benefit (and that of the general
public) if City performs the Snow Removal Services (as defined below) for and on behalf of County.
C. City and County agree that it is to the parties' mutual benefit (and that of the general
public) if County performs the Road Maintenance Services (as defined below) for and on behalf of
City.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the parties hereto hereby agree as follows:
1. CITY SNOW REMOVAL SERVICES
1.1 Snow Removal Services. Subject to the terms and conditions contained in this
Agreement, City will perform, or cause to be performed, the following snow removal services for
and on behalf of County (the "Snow Removal Services "): (a) City will plow snow from the entire
width of each County Road (as defined below) so that the entire width of the County Road is
available for vehicular travel; (b) City will remove snow from all County Road corners, intersections,
turnarounds, and dead -ends; and (c) City will remove any snow bank on a County Road side at or
near an intersection that exceeds two feet in height to accommodate vehicle visibility. Snow
Removal Services will be performed only on the County Roads and will not include sanding and /or
the application of any anti -ice or de -icing agents to the road surfaces. For purposes of this
Agreement, the term "County Road(s)" means (a) those County roads listed on the attached Exhibit
A, and (b) such other County roads City and County may agree to add to Exhibit A from time to
time. City may rely on County's proper authority over County Roads at such time as Snow Removal
Services are requested pursuant to this Agreement.
1.2 Schedule of Snow Removal Services. City will determine if and when the weather
and/or County Road conditions require the performance of Snow Removal Services in accordance
with the Snow Removal Policy (as defined below). City anticipates that the Snow Removal Services
will be performed when City performs snow removal services for City streets.
1.3 Procedures for Snow Removal Services. Notwithstanding anything contained in this
Agreement to the contrary, City will perform the Snow Removal Services in conformance with, and
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subject to, City's snow removal policies now in force and/or which may hereafter be created,
amended, modified, enacted, or promulgated (the "Snow Removal Policy "). City will direct and
supervise all contractors and employees assigned to perform the Snow Removal Services.
2. COUNTY ROAD MAINTENANCE SERVICES
2.1 Road Maintenance Services. Subject to the terms and conditions contained in this
Agreement, County will perform certain road repair and maintenance services for and on behalf of
City (the "Road Maintenance Service(s) "), which Road Maintenance Services will include, without
limitation, patching, shouldering, grading, surfacing, ditching, sweeping, vegetation control, dust
abatement, brushing, signing, landscaping, striping, bridge repair, guardrail repair, drainage, and any
other road maintenance and/or repair services that City may request from time to time. County will
perform the Road Maintenance Services only on the City Streets (as defined below). County will
furnish all materials, tools, equipment, labor, fuel, and supplies required to complete the Road
Maintenance Services (and will furnish all fuel, maintenance, and insurance (or a program of self -
insurance) for all labor and equipment used to perform the Road Maintenance Services). Costs
incurred by County for materials, tools, equipment, labor, fuel, supplies, maintenance, insurance, and
overhead will be included in County's rates described in Section 6.2. For purposes of this
Agreement, the term "City Street(s)" means those public streets, alleys, avenues, and thoroughfares
located within City which are owned and controlled by City. County may rely on City's proper
authority over City Streets at such time as Road Maintenance Services are requested pursuant to this
Agreement.
2.2 Procedure to Request Road Maintenance Services. County will perform Road
Maintenance Services for and on behalf of City. City will request, by and through its Mayor or City
Recorder (or the designee of the Mayor or City Recorder), Road Maintenance Services by City's
completion and submission of the Work Order Authorization substantially in the form attached
hereto as Exhibit B to County. Each Work Order Authorization will describe the Road Maintenance
Services with reasonable particularity. County will approve or deny City's request for Road
Maintenance Services within ten (10) days after County's receipt of the Work Order Authorization.
County may deny City's request for Road Maintenance Services in County's sole discretion if the
Road Maintenance Services will be unduly inconvenient or if County determines that County is
unable to perform the Road Maintenance Services. No Work Order Authorization will be binding on
City or County unless and until the Work Order Authorization is approved and signed by City and
County (at which time the Work Order Authorization will become part of this Agreement). Each
Work Order Authorization will be submitted to County in accordance with Section 8.3.
2.3 Schedule of Road Maintenance Services. County will commence the performance of
the Road Maintenance Services on the date or within the timeframe identified in the Work Order
Authorization (but in no event earlier than the date the Work Order Authorization is signed by both
County and City). Road Maintenance Service times will begin when the applicable equipment and
operator leave County's shop and maintenance yard and will end when the equipment and operator
return to County's shop and maintenance yard. County's shop and maintenance yard is located at
61150 SE 27th, Bend, Oregon.
2.4 County Duties and Responsibilities. City will provide instructions to County's Road
Maintenance Manager concerning all Road Maintenance Services to be performed by County under
the Work Order Authorization. County will direct and supervise its employees (and contractors) that
are assigned to perform the Road Maintenance Services. In providing Road Maintenance Services
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County will utilize its available vehicles, equipment, machinery, employees, materials, and related
items and services necessary or appropriate to perform County's obligations under this Agreement.
3. RELATIONSHIP
3.1 Direction and Control. Subject to the terms and conditions contained in this
Agreement, (a) City will be free from direction and control over the means and manner of performing
the Snow Removal Services, and (b) County will be free from direction and control over the means
and manner of performing the Road Maintenance Services.
3.2 Employees. City personnel and/or contractors assigned to perform the Snow
Removal Services will not be considered County employees. County personnel and /or contractors
assigned to perform the Road Maintenance Services will not be considered City employees. Each
party will be responsible for the following items in regard to its own employees: (a) payment of all
wages and benefits that its employees are entitled to receive through their employment, including,
without limitation, vacation, holiday, and sick leave; other leaves with pay; medical, dental, life, and
accident insurance; other insurance coverage; overtime; Social Security; workers' compensation;
unemployment compensation, and retirement benefits; (b) withholding Social Security, federal and
state taxes, and other regular deductions from wages paid to employees; and (c) administration of
applicable civil service statutes and rules, classification and compensation plans, collective
bargaining agreements, and other laws and agreements governing personnel relations with
employees.
3.3 No Agency Relationship. This Agreement does not create an agency relationship
between City and County and does not establish a joint venture or partnership between City and
County. Neither party will have any obligation with respect to any debts or liabilities of the other
party. City does not have the authority to bind County or represent to any person that City is an
agent of County. County does not have the authority to bind City or represent to any person that
County is an agent of City.
4. CITY REPRESENTATIONS, WARRANTIES, AND COVENANTS
In addition to any other representation, warranty, or covenant made by City under this
Agreement, City represents, warrants, and covenants to County as follows:
4.1 Authority and Binding Obligation. City has full power and authority to sign and
deliver this Agreement and to perform all of City's obligations under this Agreement. This
Agreement is the legal, valid, and binding obligation of City, enforceable against City in accordance
with its terms. The signing and delivery of this Agreement by City and the performance by City of
all City's obligations under this Agreement will not violate any law, judgment, or order to which City
is subject, or require the consent, authorization, or approval of any person, including, without
limitation, any governmental body.
4.2 Quality of Services. City will perform (or cause others to perform) the Snow
Removal Services to the best of City's ability, diligently, in good faith, in a good workmanlike
manner, and in accordance with this Agreement. City will provide (or cause others to provide) any
and all labor, materials, equipment, tools, machinery, and other services which, in City's discretion,
are deemed necessary or appropriate for the proper completion of the Snow Removal Services. City
will be responsible for the Snow Removal Services and any injury or liability to any and all persons
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or property caused directly or indirectly in connection with City's performance of the Snow Removal
Services. When performing the Snow Removal Services, City will take every practicable means to
minimize interference with traffic. City will advise County on all matters reasonably requested by
County concerning the Snow Removal Services. City will only assign personnel to work on
County's right -of -way that have similar experience on City or County right -of -way. City will
supervise and direct all Snow Removal Services.
4.3 Compliance With Laws. The Snow Removal Services will be performed in
compliance with any and all applicable federal, state, and local laws, regulations, and ordinances.
4.4 Records. City will maintain complete and accurate records concerning all Snow
Removal Services performed, the number of hours for labor and equipment to perform the Snow
Removal Services, and all documents produced under this Agreement for a period of five years after
the termination of this Agreement. City's records will be maintained in accordance with generally
accepted accounting principles. City's records concerning the Snow Removal Services, including,
without limitation, City's time and billing records, will be made available to County for inspection,
copying, and/or audit within a reasonable period of time after County's request.
4.5 Indemnification. To the extent permitted by the Oregon Tort Claims Act, as currently
provided or as may be amended by the Oregon Legislature, City will defend, indemnify, and hold
County, and each past, present, and future employee, officer, agent, and authorized representative of
County, harmless for, from, and against any and all claims, actions, proceedings, damages, liabilities,
injuries, losses, and expenses of every kind, whether known or unknown, including, without
limitation, reasonable attorney fees, resulting from or arising out of, whether directly or indirectly,
the following: (a) damages to property and /or injury or death to person(s) caused directly or
indirectly by City's performance of the Snow Removal Services; and/or (b) City's breach or failure
to perform any City representation, warranty, covenant, and/or obligation contained in this
Agreement. City's indemnification obligation provided in this Section 4.5 will survive the
termination of this Agreement.
5. COUNTY REPRESENTATIONS, WARRANTIES, AND COVENANTS
In addition to any other representation, warranty, or covenant made by County under this
Agreement, County represents, warrants, and covenants to City as follows:
5.1 Authority and Binding Obligation. County has full power and authority to sign and
deliver this Agreement and to perform all of County's obligations under this Agreement. This
Agreement is the legal, valid, and binding obligation of County, enforceable against County in
accordance with its terms. The signing and delivery of this Agreement by County and the
performance by County of all County's obligations under this Agreement will not violate any law,
judgment, or order to which County is subject, or require the consent, authorization, or approval of
any person, including, without limitation, any governmental body.
5.2 Quality of Services. County will perform the Road Maintenance Services to the best
of County's ability, diligently, in good faith, in a good workmanlike manner, and in accordance with
this Agreement. County will use good quality materials and will provide any and all labor, materials,
equipment, tools, machinery, utilities, transportation, and other services which, in County's
discretion, are deemed necessary or appropriate for the proper completion of the Road Maintenance
Services. County will be responsible for the Road Maintenance Services and any injury or liability to
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any and all persons or property caused directly or indirectly in connection with the performance of
the Road Maintenance Services. When performing the Road Maintenance Services, County will take
every practicable means to minimize interference with traffic. Upon completion of the applicable
Road Maintenance Services, County will remove all waste, materials, equipment, and /or rubbish
from the City Streets (and adjacent sites). County will advise City on all matters reasonably
requested by City concerning the Road Maintenance Services. County will only assign personnel to
work on City's right -of -way that have similar experience on County right -of -way. Nothing
contained herein is intended to preclude County from accomplishing Road Maintenance Services by
means of County resources, private resources under contract with County or a combination of
County and private resources. Except as otherwise provided in the applicable Work Order
Authorization, County will supervise and direct all Road Maintenance Services.
5.3 Compliance With Laws. The Road Maintenance Services will be performed in
compliance with any and all applicable federal, state, and local laws, regulations, and ordinances.
5.4 Records. County will maintain complete and accurate records concerning all Road
Maintenance Services performed, the number of hours for labor and equipment to perform the Road
Maintenance Services, and all documents produced under this Agreement for a period of five years
after the termination of this Agreement. County's records will be maintained in accordance with
generally accepted accounting principles. County's records concerning the Road Maintenance
Services, including, without limitation, County's time and billing records, will be made available to
City for inspection, copying, and/or audit within a reasonable period of time after City's request.
5.5 Indemnification. To the extent permitted by Article XI, Section 10 of the Oregon
Constitution and by the Oregon Tort Claims Act, as currently provided or as may be amended by the
Oregon Legislature, County will defend, indemnify, and hold City, and each past, present, and future
employee, officer, agent, and authorized representative of City, harmless for, from, and against any
and all claims, actions, proceedings, damages, liabilities, injuries, losses, and expenses of every kind,
whether known or unknown, including, without limitation, reasonable attorney fees, resulting from or
arising out of, whether directly or indirectly, the following: (a) damages to property and/or injury or
death to person(s) caused directly or indirectly by County's performance of the Road Maintenance
Services; and/or (b) County's breach or failure to perform any County representation, warranty,
covenant, and/or obligation contained in this Agreement. County's indemnification obligation
provided in this Section 5.5 will survive the termination of this Agreement.
5.6 Debt Limitation. This Agreement is expressly subject to the debt limitation of
Oregon counties set forth in Article XI, Section 10, of the Oregon Constitution, and is contingent
upon funds being appropriated therefore. Any provisions herein, which would conflict with law, are
deemed inoperative to that extent.
6. COMPENSATION
6.1 Snow Removal Services. City will submit monthly invoices to County concerning
any Snow Removal Services performed by City during the immediately preceding month (each a
"County Invoice "). Each County Invoice will contain the following information: (a) a summary of
the Snow Removal Services performed by City (and by whom); (b) the dates the Snow Removal
Services were performed; (c) the number of hours spent for labor and equipment to perform the
Snow Removal Services; and (d) the costs and expenses City incurred to perform the Snow Removal
Services. County will pay the amount due under each County Invoice within thirty (30) days after
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County has reviewed and approved the County Invoice. Costs incurred by City for labor, equipment,
and materials will be based on those rates charged to City for the performance of the Snow Removal
Services.
6.2 Road Maintenance Services. County will submit monthly invoices to City
concerning any Road Maintenance Services performed by County during the immediately preceding
month (each a "City Invoice "). Each City Invoice will contain the following information: (a) a
summary of the Road Maintenance Services performed by County (and by whom); (b) the dates the
Road Maintenance Services were performed; (c) the number of hours spent for labor and equipment
to perform the Road Maintenance Services; and (d) the costs and expenses County incurred to
perform the Road Maintenance Services. City will pay the amount due under each City Invoice
within thirty (30) days after City has reviewed and approved the City Invoice. Costs incurred by
County using County's own personnel and equipment will be based on those rates County uses for its
internal financial management. Costs incurred by County using non - County personnel and/or
equipment will be charged to City at the amount invoiced to County.
7. TERM OF AGREEMENT
7.1 Term of Agreement. Subject to the terms and conditions contained in this
Agreement, the term of this Agreement commenced on the Effective Date and will remain in full
force and effect until terminated in accordance with this Agreement.
7.2 Termination by Mutual Agreement or Prior Notice. This Agreement may be
terminated at any time by the mutual written agreement of City and County. City or County may
terminate this Agreement for any reason or no reason by giving the other party not less than thirty
(30) days' prior written notice of such termination.
7.3 Immediate Termination for Cause - City. Notwithstanding anything contained in this
Agreement to the contrary, City may terminate this Agreement immediately upon notice to County
upon the happening of any of the following events: (a) County fails to comply with any applicable
federal, state, or local law, regulation, or ordinance; and/or (b) County breaches or otherwise fails to
perform any County representation, warranty, covenant, and/or obligation contained in this
Agreement. Termination will not extinguish or prejudice City's right to enforce this Agreement with
respect to any default or defect in performance that has not been cured. Termination will not
extinguish any rights or liabilities that accrue prior to termination.
7.4 Immediate Termination for Cause - County. Notwithstanding anything contained in
this Agreement to the contrary, County may terminate this Agreement immediately upon notice to
City upon the happening of any of the following events: (a) City fails to comply with any applicable
federal, state, or local law, regulation, or ordinance; and/or (b) City breaches or otherwise fails to
perform any City representation, warranty, covenant, and/or obligation contained in this Agreement.
Termination will not extinguish or prejudice County's right to enforce this Agreement with respect to
any default or defect in performance that has not been cured. Termination will not extinguish any
rights or liabilities that accrue prior to termination.
7.5 Remedies. If a party breaches or otherwise fails to perform any of its terms,
covenants, conditions, and/or obligations under this Agreement, the non - defaulting party may, in
addition to any other remedy provided to the non - defaulting party under this Agreement, pursue any
and all remedies available to the non - defaulting party at law or in equity. All available remedies are
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cumulative and may be exercised singularly or concurrently. Termination of this Agreement will not
constitute a waiver or termination of any rights, claims, and/or causes of action a party may have
against the other.
8. MISCELLANEOUS
8.1 Right of Way. City hereby grants authorization to County to enter into City right -of-
way for the purposes of performing the Road Maintenance Services. County grants authorization to
City to enter into County right -of -way for the purpose of performing the Snow Removal Services.
8.2 Severability. Each provision contained in this Agreement will be treated as a separate
and independent provision. The unenforceability of any one provision will in no way impair the
enforceability of any other provision contained herein.
8.3 Notices. Any notice required under this Agreement must be in writing. Any notice
will be deemed given when personally delivered or delivered by facsimile transmission (with
electronic confirmation of delivery), or will be deemed given three business days following delivery
of the notice by U.S. mail, postage prepaid, by the applicable party to the address of the other party
shown below (or any other address that a party may designate by notice to the other party), unless
that day is a Saturday, Sunday, or legal holiday, in which event it will be deemed delivered on the
next following business day.
To City:
City Recorder
City of La Pine
PO Box 3055
La Pine, Oregon 97739
Facsimile No.: 541 -536 -1462
To County:
Road Department Director
Deschutes County
61150 SE 27th Street
Bend, Oregon 97701
Facsimile No.:541- 388 -2719
8.4 Waiver. No provision of this Agreement may be modified, waived, or discharged
unless such waiver, modification, or discharge is agreed to in writing by City and County. A party's
delay in exercising, or failure to exercise any right, power, or privilege under this Agreement will not
operate as a waiver thereof, nor will any single or partial exercise of any right, power, or privilege
under this Agreement preclude any other or further exercise thereof or the exercise of any other such
right, power, or privilege.
8.5 Entire Agreement. This Agreement contains the entire agreement and understanding
between the parties with respect to the subject matter of this Agreement and contains all of the terms
and conditions of the parties' agreement and supersedes any other oral or written negotiations,
discussions, representations, or agreements.
8.6 Assignment and Binding Effect. Neither party may assign or delegate any of the
party's rights or obligations under this Agreement to any person without the other party's prior
written consent, which consent will not be withheld unreasonably. Notwithstanding the immediately
preceding sentence, City may assign or delegate all or any portion of the Snow Removal Services as
City deems necessary or appropriate. Subject to the above - stated limitations on the assignment or
delegation of any of a party's rights or obligations under this Agreement, this Agreement will be
binding on the parties and their respective heirs, executors, administrators, successors, and permitted
assigns and will inure to their benefit.
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8.7 Governing Law. This Agreement will be governed by and construed in accordance
with the laws of the State of Oregon, and venue for any action concerning this Agreement will lie in
Deschutes County, Oregon.
8.8 Further Assurances. The parties will sign other documents and take other actions
reasonably necessary to further effect and evidence this Agreement.
8.9 Additional Provisions and Attachments. All exhibits, schedules, instruments, and
other documents referenced in this Agreement are part of this Agreement.
8.10 Attorney Fees. Each party will be responsible for the party's own attorney fees,
expenses, costs, and disbursements concerning or related to any arbitration or litigation instituted by
the party to interpret, enforce, and /or rescind this Agreement, including, without limitation, any
proceeding brought under the United States Bankruptcy Code.
8.11 Arbitration. If any claim, dispute, or controversy arising out of or related to this
Agreement occurs (a "Dispute "), City and County will exert their best efforts to seek a fair and
prompt negotiated resolution of the Dispute and will meet at least once to discuss and seek a
resolution of the Dispute. If the Dispute is not resolved by negotiated resolution, the Dispute will be
settled by arbitration before a single arbitrator in Bend, Oregon. If the parties agree on an arbitrator,
the arbitration will be held before the arbitrator selected by the parties. If the parties do not agree on
an arbitrator, each party will designate an arbitrator and the arbitration will be held before a third
arbitrator selected by the designated arbitrators. Each arbitrator will be an attorney knowledgeable in
the area of business law. The arbitration will be conducted in accordance with the then - current rules
of the Arbitration Service of Portland, Inc. The resolution of any controversy or claim as determined
by the arbitrator will be binding on the parties and judgment upon the award rendered may be entered
in any court having jurisdiction. A party may seek from a court an order to compel arbitration, or
any other interim relief or provisional remedies, pending an arbitrator's resolution of any controversy
or claim. Each party will be responsible for the party's own costs, expenses, and attorneys fees. The
parties will share equally in the cost of the arbitrator.
8.12 No Third _Party Beneficiaries. County and City are the only parties to this
Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives or
provides any benefit or right, whether directly or indirectly, to any third -party unless such third -party
is individually identified by name in this Agreement and is expressly described as an intended
beneficiary of this Agreement.
8.13 Signatures. This Agreement and any Work Order Authorization may be signed in
counterparts. A fax or email transmission of a signature page of this Agreement and/or any Work
Order Authorization will be considered an original signature page. At the request of a party, the
other party will confirm such fax or email transmitted signature page by delivering in person or by
regular mail an original signature page to the requesting party.
8.14 Discretionary Action by the Parties. When a party is exercising any consent,
approval, determination, or similar discretionary action under this Agreement, the standard will be
the party's commercially reasonable discretion and such discretion will not be unreasonably
withheld, conditioned, or delayed.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of
the date indicated alongside their signature below.
CITY:
City of La Pine
COUNTY:
Deschutes County
By: Kitty Shields, Mayor By: Dave Kanner, County Administrator
Dated Dated
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EXHIBIT A
County Roads
1. Glenwood drive
2. Allen Drive
3. 1st Street (East of Coach Road)
4. Morson Street
5. 4th Street
6. 3rd Street
7. Bluewood Ave
8. Bluewood Place
9. 2nd Street
10. Old Main Court
11. Stillwell St.
12. Walker Street
13. 5th Street
14. Pengra (from 5th to 6th)
15. Wheeler Road
16. Victory Lane
17. William Foss Rd.
18. Mitts Way
19. Hinkle Way (from Reed Rd. to Finley Butte Road)
20. Evans Way
21. Bonnie Way
22. Preble Way
23. Shaw Pine Ct.
24. Wheeler Road
25. Heath Drive
26. Cassidy Drive
27. Assembly Way
28. Box Way
29. Oakridge Place
30. McClintock Place
31. Lasso Lane
32. Mac Court
33. Wyatt Drive
34. Conifer Court
35. Dillion Way
EXHIBIT A - COUNTY ROADS
14323 -024 300v8.doc
EXHIBIT B
Work Order Authorization
(attached)
EXHIBIT B — WORK ORDER AUTHORIZATION
14323 -024 300v8.doc
EXHIBIT B
WORK ORDER AUTHORIZATION
In accordance with the terms and conditions of that certain Intergovernmental Agreement
for Performance of Road Maintenance Services dated effective December 7th, 2009 by and between
Deschutes County ( "County ") and the City of La Pine ( "City ") (the "Agreement "), City requests
that County perform the following Road Maintenance Services:
A. ROAD MAINTENANCE SERVICES
1. Project Name:
2. Location of Project:
3. General Description of Road Maintenance Services:
4. City Project Coordinator:
5. Project Not -to- Exceed Amount: $
6. Project Start Date:
7. Project Completion Date:
8. Comments:
B. COUNTY'S ACCEPTANCE OR REJECTION
1. County will will not perform the Road Maintenance Services, subject to the
following terms and conditions [if none, please so indicate ]:
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14323 -024 301
2. County's project coordinator will be
3. County will commence the Road Maintenance Services on
4. County will complete the Road Maintenance Services on
5. Comments:
C. MISCELLANEOUS
1. This Work Order Authorization may be signed in counterparts. A fax or email transmission
of a signature page will be considered an original signature page. At the request of a party, the other
party will confirm a fax or email transmitted signature page by delivering an original signature page
to the requesting party.
2. Unless otherwise defined in this Work Order Authorization, capitalized terms used in this
Work Order Authorization will have the meanings assigned to them in the Agreement, which
definitions are incorporated herein by this reference.
3. This Work Order Authorization is entered into and made subject to the terms and conditions
contained in the Agreement.
CITY:
City of La Pine
COUNTY:
Deschutes County
By: By:
Title: Title:
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14323 -024 301