CLATSOP COUNTY

CLATSOP COUNTY BOARD OF COMMISSIONERS AGENDA WORK SESSION & REGULAR MEETING

VIRTUAL MEETING

Wednesday, February 10, 2021

BOARD OF COMMISSIONERS:

Mark Kujala, Dist. 1 – Chair Lianne Thompson, Dist. 5 – Vice Chair John Toyooka, Dist. 2 Pamela Wev, Dist. 3 Courtney Bangs, Dist. 4

CONTACT:

800 Exchange, Suite 410 Astoria, OR 97103

Phone (503) 325-1000 Fax (503) 325-8325

[email protected] www.co.clatsop.or.us

JOIN THE BOARD OF COMMISSIONERS VIRTUAL MEETINGS

Clatsop County Board of Commissioners host virtual meetings on GoToMeeting During the COVID-19 pandemic, the Board remains committed to broad community engagement and transparency of government. To provide an opportunity for public testimony while physical distancing guidelines are in effect, the Board will host virtual meetings on GoToMeeting. To join the meeting from your computer, tablet or smartphone. https://global.gotomeeting.com/join/793513109 You can also dial in using your phone. United States (Toll Free): 1 877 309 2073 United States: +1 (646) 749-3129 Access Code: 793-513-109 Those wishing to provide testimony on public hearings or provide oral communication at the designated time must register in advance by calling 503-325-1000 or email [email protected]. Once registered, you will be notified when it is your opportunity to speak for a two-minute presentation. The public may also submit comments to [email protected] which will be provided to the Board and submitted into the record .

WORK SESSION: 5:00 PM

Work Sessions are an opportunity for Board members to discuss issues informally with staff and invited guests. The Board encourages members of the public to attend Work Sessions and listen to the discussion, but there is generally no opportunity for public comment. Members of the public wishing to address the Board are welcome to do so during the Board’s regularly scheduled meetings held twice monthly.

Board Communication {5 min}

Discuss Formal Agenda {5 min}

TOPIC:

1. Enterprise Zone Exemption Overview & New Applications {45 min} {Page 3}

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REGULAR MEETING: 6:00 PM

The Board of Commissioners, as the Governing Body of Clatsop County, all County Service Districts for which this body so acts, and as the Clatsop County Local Contract Review Board, is now meeting in Regular Session.

ROLL CALL

AGENDA APPROVAL

BUSINESS FROM THE PUBLIC - Individuals may present comments to the Board via email

[email protected] by 3 p.m. on the day of the meeting to submit for the record.

CONSENT CALENDAR

2. Fund Exchange Agreement with ODOT {Page 5}

3. 4-H & Extension – Lease Contract {Page 26}

COMMISSIONER'S LIAISON REPORTS

COUNTY MANAGER'S REPORT

BUSINESS AGENDA

4. 2021 Legislative Agenda Guide {Page 38}

5. Jail Relocation Project – Guaranteed Maximum Price (GMP) Contract - Amendment #3 {Page 45}

GOOD OF THE ORDER

ADJOURNMENT

EXECUTIVE SESSION

As necessary Executive Session will be held in accordance with but not limited to: ORS 192.660 (2)(d) Labor Negotiations; ORS 192.660 (2)(e) Property Transactions: ORS 192.660 (2)(f) Records exempt from public inspection; ORS 192.660 (2)(h) Legal Counsel

Agenda packets also available online at www.co.clatsop.or.us

This meeting is accessible to persons with disabilities or wish to attend but do not have computer access or cell phone access. Please call 325-1000 if you require special accommodations at least 48 hours prior to the meeting in order to participate.

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http://www.co.clatsop.or.us/

Board of Commissioners

Clatsop County

WORK SESSION AGENDA ITEM SUMMARY

February 10, 2021

Topic: Enterprise Zone Exemption Overview & New Applications

Presented By: Kevin Leahy, Executive Director, CEDR and Zone Manager for Clatsop County’s Enterprise Zone

Melanie Olson, Regional Development Officer, Business Oregon

Informational

Summary:

The purpose of this work session is to provide an overview of Clatsop County’s Enterprise Zone. In exchange for investing and hiring in an enterprise zone, businesses receive exemption from local property taxes on new property, excluding land for a determined amount of time.

Kevin Leahy and Melanie Olson will provide an overview that summarizes the process of applying for an enterprise zone exemption, the requirements to qualify for the exemption and other elements of the tax abatement program.

New enterprise zone applications have been received from Buoy Beer Company and SDYB Opco. Buoy Beer is a successful local brewery and restaurant that plans on expanding their operations in Astoria. SDYB Opco is a joint venture project that includes Da Yang Seafoods, Bornstein Seafoods and The Scoular Company with plans to construct a fish meal processing plant at the Astoria Regional Airport.

Representatives from Buoy Beer Company and SDYB Opco will each provide 5 minute presentations with a summary of their proposed investments.

Page 3Agenda Item #1.



Clatsop County

AGENDA ITEM SUMMARY

February 10, 2021

Issue/ Agenda Title:

Fund Exchange Agreement with ODOT

Category: Consent Calendar

Prepared By: Dean Keranen, County Engineer

Presented By: Dean Keranen, County Engineer

Issues Before the Commission:

The Board is being asked to approve an agreement with the Oregon Department of Transportation for an exchange of the County’s allotted Federal funds for State funds for the Sunset Lake Bridge Repair Project.

Informational Summary:

The Public Works Department would like to enter into a Fund Exchange Agreement with ODOT to exchange the County’s allotted Federal Surface Transportation Program (STP) funds for State funds. Through the exchange program, Cities and Counties exchange federal dollars for state dollars which allows the County to use Federal funds without being burdened with the federal regulations. The exchange rate is $94 in State funds for $100 in federal funds. This agreement will exchange $185,000.00 in federal funds for $173,900.00 in State funds.

Each year the County receives an allotment of STP funds to be used on eligible projects and a portion of these funds were approved for use on the Sunset Lake Bridge repairs.

Fiscal Impact: This project will be paid for from the Road Maintenance and Construction budget under Contractual Services.

Options to Consider:

1. Approve the fund exchange agreement with ODOT for $173,900.00 in State funds.

2. Reapply to use the Fund Exchange money for a different project. 3. Save the Fund Exchange money for future projects.

Staff Recommendation: Option #1

Recommended Action:

Approve the Fund Exchange Agreement with ODOT for $173,900.00 in State Funds and sign the Agreement and any amendments.


Attachment List

A. Fund Exchange Agenda Summary B. Fund Exchange Agreement for Svensen Island Bridge Repairs


Misc. Contracts and Agreements

No. 34599

GRANT AGREEMENT

OREGON DEPARTMENT OF TRANSPORTATION

FUND EXCHANGE PROGRAM (FEX)

Project Name: Sunset Lake Bridge Repair Project

This Grant Agreement (“Agreement”) is made and entered into by and between the State of Oregon,

acting by and through its Department of Transportation (“ODOT”), and Clatsop County, acting by and

through its Governing Body, (“Recipient”), both referred to individually or collectively as “Party” or

“Parties.”

1. Effective Date. This Agreement shall become effective on the date this Agreement is fully executed

and approved as required by applicable law (the “Effective Date”). The availability of Grant Funds

(as defined in Section 3) shall end two (2) years after the Effective Date (the “Availability

Termination Date”).

2. Agreement Documents. This Agreement consists of this document and the following documents:

a. Exhibit A: Project Description

b. Exhibit B: Recipient Requirements

c. Exhibit C: Subagreement Insurance Requirements

d. Exhibit D: Documentation provided by Recipient prior to execution of the Agreement

(i.e. application, Part 1 of the Project Prospectus)

Exhibits A, B and C are attached to this Agreement. Exhibit D is incorporated by reference. In the

event of a conflict between two or more of the documents comprising this Agreement, the language

in the document with the highest precedence shall control. The precedence of each of the documents

comprising this Agreement is as follows, listed from highest precedence to lowest precedence: this

Agreement without Exhibits; Exhibit A; Exhibit B; Exhibit C; Exhibit D.

3. Project Cost; Grant Funds. To assist in funding the Project, Recipient has requested ODOT to

exchange 2020 federal funds, which have been allocated to Recipient, for state funds based on the

ratio of $94 state for $100 federal.

Based on this ratio, Recipient exchanges $185,000 federal funds for $173,900 state funds (the “Grant

Funds”).

4. Project.

a. Use of Grant Funds. The Grant Funds shall be used solely for the Project described in Exhibit

A (the “Project”) and shall not be used for any other purpose. No Grant Funds will be disbursed

for any changes to the Project unless ODOT approves such changes by amendment pursuant to

Section 4(c).

G001-T041620


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Agreement No. 34599

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b. Eligible Costs. Recipient may seek reimbursement for its actual costs to develop the Project,

consistent with the terms of this Agreement (“Eligible Costs”).

i. Eligible Costs are actual costs of Recipient to the extent those costs are:

A. reasonable, necessary and directly used for the Project;

B. permitted by generally accepted accounting principles established by the Governmental

Accounting Standards Board, as reasonably interpreted by the State, to be capitalized to

an asset that is part of the Project;

C. eligible or permitted uses of the Grant Funds under the Oregon Constitution, the statutes

and laws of the state of Oregon, and this Agreement.

D. Recipient shall ensure the purchase or production of aggregate is highway related and

exclusively used for highway work; and

E. Purchased equipment shall be used exclusively for highway purposes for the useful life

of the equipment. Recipient shall clearly describe how it plans to use said equipment on

highways and for highway purposes. In the event that the equipment is not used for

highway purposes, Recipient shall pay to ODOT the fair market rental value for

Recipients non-highway use of the equipment. The useful life and the fair market rental

value of the equipment shall be determined by ODOT, based on the type and condition

of equipment.

ii. Eligible Costs do NOT include:

A. operating and working capital or operating expenditures charged to the Project by

Recipient;

B. loans or grants to be made to third parties;

C. any expenditures incurred before the Effective Date or after the Availability Termination

Date; or

D. costs associated with the Project that substantially deviate from Exhibit A, Project

Description, unless such changes are approved by ODOT by amendment of this

Agreement;

E. right of way costs; or

F. costs to adjust, reconstruct or relocate utilities.

c. Project Change Procedures.

i. If Recipient anticipates a change in scope or Availability Termination Date, Recipient shall

submit a written request to their ODOT Contact. The request for change must be submitted

before the change occurs.


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Agreement No. 34599

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ii. Recipient shall not proceed with any changes to scope or Availability Termination Date

before the execution of an amendment to this Agreement executed in response to ODOT’s

approval of a Recipient’s request for change. A request for change may be rejected at the

sole discretion of ODOT.

5. Reimbursement Process

a. ODOT shall reimburse Recipient for 94% of Eligible Costs up to the Grant Fund amount

provided in Section 3. ODOT shall reimburse Eligible Costs within forty-five (45) days of

ODOT’s receipt and approval of a request for reimbursement from Recipient.

b. Each reimbursement request shall be submitted on letterhead to the ODOT Contact and include

the Agreement number, the start and end date of the billing period, and itemize all expenses for

which reimbursement is claimed. Recipient shall provide to ODOT proof of payment and

backup documentation supporting Recipient’s reimbursement requests.

c. ODOT reserves the right to request documentation of expenditures to ensure funds were used on

state gas tax eligible purchases. ODOT also reserves the right to conduct on-site reviews upon

completion of Project to ensure funds were used on State gas tax eligible projects.

d. ODOT’s obligation to disburse Grant Funds to Recipient is subject to the satisfaction, with

respect to each disbursement, of each of the following conditions precedent:

i. ODOT has received funding, appropriations, limitations, allotments, or other expenditure

authority sufficient to allow ODOT, in the exercise of its reasonable administrative

discretion, to make the disbursement.

ii. Recipient is in compliance with the terms of this Agreement.

iii. Recipient’s representations and warranties set forth in Section 6 are true and correct on the

date of disbursement with the same effect as though made on the date of disbursement.

e. Recovery of Grant Funds.

i. Recovery of Misexpended Funds. Any Grant Funds disbursed to Recipient under this

Agreement that are expended in violation of one or more of the provisions of this Agreement

(“Misexpended Funds”) must be returned to ODOT. Recipient shall return all Misexpended

Funds to ODOT no later than fifteen (15) days after ODOT’s written demand for the same.

ii. Recovery of Grant Funds upon Termination. If this Agreement is terminated under any of

Sections 9(b)(i), 9(b)(ii), 9(b)(iii) or 9(b)(vi), Recipient shall return to ODOT all Grant Funds

disbursed to Recipient within 15 days after ODOT’s written demand for the same.

6. Representations and Warranties of Recipient. Recipient represents and warrants to ODOT as

follows:

a. Organization and Authority. Recipient is duly organized and validly existing under the laws

of the State of Oregon and is eligible to receive the Grant Funds. Recipient has full power,


ODOT/Recipient

Agreement No. 34599

4

authority and legal right to make this Agreement and to incur and perform its obligations

hereunder, and the making and performance by Recipient of this Agreement (1) have been duly

authorized by all necessary action of Recipient and (2) do not and will not violate any provision

of any applicable law, rule, regulation, or order of any court, regulatory commission, board, or

other administrative agency or any provision of Recipient’s Articles of Incorporation or Bylaws,

if applicable, (3) do not and will not result in the breach of, or constitute a default or require any

consent under any other agreement or instrument to which Recipient is a party or by which

Recipient or any of its properties may be bound or affected. No authorization, consent, license,

approval of, filing or registration with or notification to any governmental body or regulatory or

supervisory authority is required for the execution, delivery or performance by Recipient of this

Agreement.

b. Binding Obligation. This Agreement has been duly executed and delivered by Recipient and

constitutes a legal, valid and binding obligation of Recipient, enforceable in accordance with its

terms subject to the laws of bankruptcy, insolvency, or other similar laws affecting the

enforcement of creditors’ rights generally.

c. No Solicitation. Recipient’s officers, employees, and agents shall neither solicit nor accept

gratuities, favors, or any item of monetary value from contractors, potential contractors, or

parties to subagreements. No member or delegate to the Congress of the United States or State

of Oregon employee shall be admitted to any share or part of this Agreement or any benefit

arising therefrom.

d. No Debarment. Neither Recipient nor its principals is presently debarred, suspended, or

voluntarily excluded from any federally-assisted transaction, or proposed for debarment,

declared ineligible or voluntarily excluded from participating in this Agreement by any state or

federal agency. Recipient agrees to notify ODOT immediately if it is debarred, suspended or

otherwise excluded from any federally assisted transaction for any reason or if circumstances

change that may affect this status, including without limitation upon any relevant indictments or

convictions of crimes.

e. Compliance with Oregon Taxes, Fees and Assessments. Recipient is, to the best of the

undersigned(s) knowledge, and for the useful life of the Project will remain, current on all

applicable state and local taxes, fees and assessments.

7. Records Maintenance and Access; Audit.

a. Records, Access to Records and Facilities. Recipient shall make and retain proper and

complete books of record and account and maintain all fiscal records related to this Agreement

and the Project in accordance with all applicable generally accepted accounting principles,

generally accepted governmental auditing standards and state minimum standards for audits of

municipal corporations. Recipient shall ensure that each of its subrecipients and subcontractors

complies with these requirements. ODOT, the Secretary of State of the State of Oregon (the

“Secretary”) and their duly authorized representatives shall have access to the books, documents,

papers and records of Recipient that are directly related to this Agreement, the Grant Funds, or

the Project for the purpose of making audits and examinations. In addition, ODOT, the Secretary

and their duly authorized representatives may make and retain excerpts, copies, and

transcriptions of the foregoing books, documents, papers, and records. Recipient shall permit


ODOT/Recipient

Agreement No. 34599

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authorized representatives of ODOT and the Secretary to perform site reviews of the Project,

and to inspect all vehicles, real property, facilities and equipment purchased by Recipient as part

of the Project, and any transportation services rendered by Recipient.

b. Retention of Records. Recipient shall retain and keep accessible all books, documents, papers,

and records that are directly related to this Agreement, the Grant Funds or the Project for a period

of six (6) years after final payment. If there are unresolved audit questions at the end of the

period described in this section, Recipient shall retain the records until the questions are resolved.

c. Expenditure Records. Recipient shall document the expenditure of all Grant Funds disbursed

by ODOT under this Agreement. Recipient shall create and maintain all expenditure records in

accordance with generally accepted accounting principles and in sufficient detail to permit

ODOT to verify how the Grant Funds were expended.

This Section 7 shall survive any expiration or termination of this Agreement.

8. Recipient Subagreements and Procurements

a. Subagreements. Recipient may enter into agreements with sub-recipients, contractors or

subcontractors (collectively, “subagreements”) for performance of the Project.

i. All subagreements must be in writing, executed by Recipient and must incorporate and pass

through all of the applicable requirements of this Agreement to the other party or parties to

the subagreement(s). Use of a subagreement does not relieve Recipient of its responsibilities

under this Agreement.

ii. Recipient shall require all of its contractors performing work under this Agreement to name

ODOT as a third-party beneficiary of Recipient’s subagreement with the Contractor and to

name ODOT as an additional or “dual” obligee on contractors’ payment and performance

bonds.

iii. Recipient shall provide ODOT with a copy of any signed subagreement, as well as any other

purchasing or contracting documentation, upon ODOT’s request at any time. Recipient must

report to ODOT any material breach of a term or condition of a subagreement within ten (10)

days of Recipient discovering the breach.

b. Subagreement indemnity; insurance.

i. Recipient’s subagreement(s) shall require the other party to such subagreements(s)

that is not a unit of local government as defined in ORS 190.003, if any, to indemnify,

defend, save and hold harmless State of Oregon, the Oregon Transportation

Commission and its members, the Department of Transportation, their officers, agents

and employees from and against any and all claims, actions, liabilities, damages,

losses, or expenses, including attorneys’ fees, arising from a tort, as now or hereafter

defined in ORS 30.260, caused, or alleged to be caused, in whole or in part, by the

negligent or willful acts or omissions of the other party to Recipient’s subagreement

or any of such party’s officers, agents, employees or subcontractors (“Claims”). It is

the specific intention of the Parties that ODOT shall, in all instances, except for Claims


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Agreement No. 34599

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arising solely from the negligent or willful acts or omissions of ODOT, be indemnified

by the other party to Recipient’s subagreement(s) from and against any and all Claims.

ii. Any such indemnification shall also provide that neither Recipient’s subrecipient(s),

contractor(s) nor subcontractor(s), nor any attorney engaged by Recipient’s

subrecipient(s), contractor(s) nor subcontractor(s) shall defend any claim in the name of

ODOT or any agency of the State of Oregon, nor purport to act as legal representative of

the State of Oregon or any of its agencies, without the prior written consent of the Oregon

Attorney General. The State may, at any time at its election, assume its own defense and

settlement in the event that it determines that Recipient’s subrecipient is prohibited from

defending the State, or that Recipient’s subrecipient is not adequately defending the

State’s interests, or that an important governmental principle is at issue or that it is in the

best interests of the State to do so. The State reserves all rights to pursue claims it may

have against Recipient’s subrecipient if the State of Oregon elects to assume its own

defense.

iii. If the Project or Project work is on or along a state highway, Recipient shall require its

contractor(s) to meet the minimum insurance requirements provided in Exhibit C.

Recipient may specify insurance requirements of its contractor(s) above the minimum

insurance requirements specified in Exhibit C. Recipient shall verify its contractor(s)

meet the insurance requirements in Exhibit C.

iv. Recipient shall determine insurance requirements, insurance types and amounts, as

deemed appropriate based on the risk of the work outlined within the subagreement.

Recipient shall specify insurance requirements and require its contractor(s) to meet the

insurance requirements. Recipient shall obtain proof of the required insurance coverages,

as applicable, from any contractor providing services related to the subagreement.

v. Recipient shall require its contractor(s) to require and verify that all subcontractors carry

insurance coverage that the contractor(s) deems appropriate based on the risks of the

subcontracted work.

c. Procurements. Recipient shall make purchases of any equipment, materials, or services for the

Project under procedures that comply with Oregon law, including all applicable provisions of

the Oregon Public Contracting Code, Oregon Revised Statute (ORS) 279 A, B, and C, and rules,

ensuring that:

i. All applicable clauses required by federal statute, executive orders and their implementing

regulations are included in each competitive procurement; and

ii. All procurement transactions are conducted in a manner providing full and open competition.

d. Self-Performing Work. Recipient must receive prior approval from ODOT for any self-

performing work.

e. Conflicts of Interest. Recipient’s public officials shall comply with Oregon’s government ethics

laws, ORS 244.010 et seq., as those laws may be subsequently amended.


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9. Termination

a. Mutual Termination. This Agreement may be terminated by mutual written consent of the

Parties.

b. Termination by ODOT. ODOT may terminate this Agreement effective upon delivery of

written notice of termination to Recipient, or at such later date as may be established by ODOT

in such written notice, under any of the following circumstances:

i. If Recipient fails to perform the Project within the time specified in this Agreement, or any

extension of such performance period;

ii. If Recipient takes any action pertaining to this Agreement without the approval of ODOT

and which under the provisions of this Agreement would have required ODOT’s approval;

iii. If Recipient fails to perform any of its other obligations under this Agreement, and that failure

continues for a period of 10 calendar days after the date ODOT delivers Recipient written

notice specifying such failure. ODOT may agree in writing to an extension of time if it

determines Recipient instituted and has diligently pursued corrective action;

iv. If ODOT fails to receive funding, appropriations, limitations or other expenditure authority

sufficient to allow ODOT, in the exercise of its reasonable administrative discretion, to

continue to make payments for performance of this Agreement;

v. If Federal or state laws, rules, regulations or guidelines are modified or interpreted in such a

way that the Project is no longer allowable or no longer eligible for funding under this

Agreement; or

vi. If the Project would not produce results commensurate with the further expenditure of funds.

c. Termination by Either Party. Either Party may terminate this Grant Agreement upon at least

ten (10) days’ notice to the other Party and failure of the other Party to cure within the period

provided in the notice, if the other Party fails to comply with any of the terms of this Grant

Agreement.

d. Rights upon Termination; Remedies. Any termination of this Grant Agreement shall not

prejudice any rights or obligations accrued before termination. The remedies set forth in this

Grant Agreement are cumulative and are in addition to any other rights or remedies available at

law or in equity.

10. GENERAL PROVISIONS

a. Contribution.

i. If any third party makes any claim or brings any action, suit or proceeding alleging a tort as

now or hereafter defined in ORS 30.260 (“Third Party Claim”) against ODOT or Recipient

with respect to which the other Party may have liability, the notified Party must promptly

notify the other Party in writing of the Third Party Claim and deliver to the other Party a

copy of the claim, process, and all legal pleadings with respect to the Third Party Claim.


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Each Party is entitled to participate in the defense of a Third Party Claim, and to defend a

Third Party Claim with counsel of its own choosing. Receipt by a Party of the notice and

copies required in this paragraph and meaningful opportunity for the Party to participate in

the investigation, defense and settlement of the Third Party Claim with counsel of its own

choosing are conditions precedent to that Party’s liability with respect to the Third Party

Claim.

ii. With respect to a Third Party Claim for which ODOT is jointly liable with Recipient (or

would be if joined in the Third Party Claim), ODOT shall contribute to the amount of

expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement

actually and reasonably incurred and paid or payable by Recipient in such proportion as is

appropriate to reflect the relative fault of ODOT on the one hand and of the Recipient on the

other hand in connection with the events which resulted in such expenses, judgments, fines

or settlement amounts, as well as any other relevant equitable considerations. The relative

fault of ODOT on the one hand and of Recipient on the other hand shall be determined by

reference to, among other things, the Parties’ relative intent, knowledge, access to

information and opportunity to correct or prevent the circumstances resulting in such

expenses, judgments, fines or settlement amounts. ODOT’s contribution amount in any

instance is capped to the same extent it would have been capped under Oregon law, including

the Oregon Tort Claims Act, ORS 30.260 to 30.300, if ODOT had sole liability in the

proceeding.

iii. With respect to a Third Party Claim for which Recipient is jointly liable with ODOT (or

would be if joined in the Third Party Claim), Recipient shall contribute to the amount of

expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement

actually and reasonably incurred and paid or payable by ODOT in such proportion as is

appropriate to reflect the relative fault of Recipient on the one hand and of ODOT on the

other hand in connection with the events which resulted in such expenses, judgments, fines

or settlement amounts, as well as any other relevant equitable considerations. The relative

fault of Recipient on the one hand and of ODOT on the other hand shall be determined by

reference to, among other things, the Parties’ relative intent, knowledge, access to

information and opportunity to correct or prevent the circumstances resulting in such

expenses, judgments, fines or settlement amounts. Recipient’s contribution amount in any

instance is capped to the same extent it would have been capped under Oregon law, including

the Oregon Tort Claims Act, ORS 30.260 to 30.300, if it had sole liability in the proceeding.

b. Dispute Resolution. The Parties shall attempt in good faith to resolve any dispute arising out

of this Agreement. In addition, the Parties may agree to utilize a jointly selected mediator or

arbitrator (for non-binding arbitration) to resolve the dispute short of litigation.

c. Amendments. This Agreement may be amended or extended only by a written instrument

signed by both Parties and approved as required by applicable law.

d. Duplicate Payment. Recipient is not entitled to compensation or any other form of duplicate,

overlapping or multiple payments for the same work performed under this Agreement from any

agency of the State of Oregon or the United States of America or any other party, organization

or individual.


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e. No Third-Party Beneficiaries. ODOT and Recipient are the only Parties to this Agreement

and are the only Parties entitled to enforce its terms. Nothing in this Agreement gives, is intended

to give, or shall be construed to give or provide any benefit or right, whether directly or

indirectly, to a third person unless such a third person is individually identified by name herein

and expressly described as an intended beneficiary of the terms of this Agreement.

f. Notices. Except as otherwise expressly provided in this Agreement, any communications

between the Parties hereto or notices to be given hereunder shall be given in writing by personal

delivery, email or mailing the same, postage prepaid, to Recipient Contact or ODOT Contact at

the address or number set forth on the signature page of this Agreement, or to such other

addresses or numbers as either Party may hereafter indicate pursuant to this Section 10(g). Any

communication or notice personally delivered shall be deemed to be given when actually

delivered. Any communication or notice delivered by facsimile shall be deemed to be given

when receipt of the transmission is generated by the transmitting machine, and to be effective

against ODOT, such facsimile transmission must be confirmed by telephone notice to ODOT

Contact. Any communication by email shall be deemed to be given when the recipient of the

email acknowledges receipt of the email. Any communication or notice mailed shall be deemed

to be given when received.

g. Governing Law, Consent to Jurisdiction. This Agreement shall be governed by and construed

in accordance with the laws of the State of Oregon without regard to principles of conflicts of

law. Any claim, action, suit or proceeding (collectively, “Claim”) between ODOT (or any other

agency or department of the State of Oregon) and Recipient that arises from or relates to this

Agreement shall be brought and conducted solely and exclusively within the Circuit Court of

Marion County in the State of Oregon. In no event shall this section be construed as a waiver

by the State of Oregon of any form of defense or immunity, whether sovereign immunity,

governmental immunity, immunity based on the eleventh amendment to the Constitution of the

United States or otherwise, from any Claim or from the jurisdiction of any court. Each party

hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and

waives any claim that such forum is an inconvenient forum.

h. Compliance with Law. Recipient shall comply with all federal, state and local laws,

regulations, executive orders and ordinances applicable to the Agreement or to the

implementation of the Project, including without limitation as described in Exhibit B. Without

limiting the generality of the foregoing, Recipient expressly agrees to comply with (i) Title VI

of Civil Rights Act of 1964; (ii) Title V and Section 504 of the Rehabilitation Act of 1973; (iii)

the Americans with Disabilities Act of 1990 and ORS 659A.142; (iv) all regulations and

administrative rules established pursuant to the foregoing laws; and (v) all other applicable

requirements of federal and state civil rights and rehabilitation statutes, rules and regulations.

Recipient agrees to comply with the requirements of ORS 366.514, Use of Highway Fund for

footpaths and bicycle trails.

i. Insurance; Workers’ Compensation. All employers, including Recipient, that employ subject

workers who provide services in the State of Oregon shall comply with ORS 656.017 and

provide the required Workers’ Compensation coverage, unless such employers are exempt under

ORS 656.126. Employer’s liability insurance with coverage limits of not less than $500,000

must be included. Recipient shall ensure that each of its subrecipient(s), contractor(s), and

subcontractor(s) complies with these requirements.


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Agreement No. 34599

10

j. Independent Contractor. Recipient shall perform the Project as an independent contractor and

not as an agent or employee of ODOT. Recipient has no right or authority to incur or create any

obligation for or legally bind ODOT in any way. ODOT cannot and will not control the means

or manner by which Recipient performs the Project, except as specifically set forth in this

Agreement. Recipient is responsible for determining the appropriate means and manner of

performing the Project. Recipient acknowledges and agrees that Recipient is not an “officer”,

“employee”, or “agent” of ODOT, as those terms are used in ORS 30.265, and shall not make

representations to third parties to the contrary.

k. Severability. If any term or provision of this 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 this Agreement did not contain the particular term or provision held to be

invalid.

l. Counterparts. This Agreement may be executed in two or more counterparts, each of which is

an original and all of which together are deemed one agreement binding on all Parties,

notwithstanding that all Parties are not signatories to the same counterpart.

m. Integration and Waiver. This Agreement, including all Exhibits, constitutes the entire

agreement between the parties on the subject matter hereof. There are no understandings,

agreements, or representations, oral or written, not specified herein regarding this Agreement.

The delay or failure of either party to enforce any provision of this Agreement shall not constitute

a waiver by that party of that or any other provision. Recipient, by the signature below of its

authorized representative, acknowledges that it has read this Agreement, understands it, and

agrees to be bound by its terms and conditions.

THE PARTIES, by execution of this Agreement, acknowledge that their signing representatives have

read this Agreement, understand it, and agree to be bound by its terms and conditions.

The Program and Funding Services Manager approved the Fund Exchange on December 1, 2020.

SIGNATURE PAGE TO FOLLOW


ODOT/Recipient

Agreement No. 34599

11

CLATSOP COUNTY, by and through its

elected officials

By____________________________

(Legally designated representative)

Name__________________________

(printed)

Date___________________________

By____________________________

Name__________________________

(printed)

Date___________________________

LEGAL REVIEW APPROVAL

(If required in Recipient’s process)

By____________________________

Recipient’s Legal Counsel

Date___________________________

Recipient Contact:

Dean Keranen, P.E., County Engineer

Clatsop County Public Works Dept.

1100 Olney Avenue

Astoria, OR 97103

Phone: (503) 325-8631

Email: [email protected]

STATE OF OREGON, by and through its

Department of Transportation

By____________________________

Region 2 Manager

Name__________________________

(printed)

Date___________________________

APPROVAL RECOMMENDED

By____________________________

Region 2 Planning and Development

Manager

Name__________________________

(printed)

Date _________________________

By____________________________

State Traffic/Roadway Engineer

Date___________________________

APPROVED AS TO LEGAL SUFFICIENCY

By_______________________________

Assistant Attorney General

Date_____________________________

ODOT Contact:

Shelly White-Robinson

Special Program Coordinator

ODOT Region 2

455 Airport Road SE, Bldg. B

Salem, OR 97301

Phone: (503) 986-6925 [email protected]




ODOT/Recipient

Agreement No. 34599

12

EXHIBIT A

Project Description

Agreement No. 34599

Project Name: Sunset Lake Bridge Repair Project

A. PROJECT DESCRIPTION

Sunset Lake Bridge (ODOT Bridge Number 11230A and County Bridge Number B1061) is part of the

county road system under the jurisdiction and control of Agency. The location of Sunset Lake Bridge

is at Mile Point 0.46 on Sunset Beach Lane in Warrenton, Oregon.

The project will replace timber pile caps and corbels with steel components on bents 3 and 6. Repair will

be made to bent 2 pile 6.

Recipient acknowledges that such Project improvements funded under this Agreement may trigger other

Recipient responsibilities under the Americans with Disabilities Act. Recipient agrees that it is solely

responsible for ensuring Americans with Disabilities Act compliance pursuant to Exhibit B, Recipient

Requirements, Section 4.


ODOT/Recipient

Agreement No. 34599

13

EXHIBIT B

Recipient Requirements

1. Recipient shall comply with all applicable provisions of ORS 279C.800 to 279C.870 pertaining to

prevailing wage rates and including, without limitation, that workers on the Project shall be paid not

less than rates in accordance with ORS 279C.838 and 279C.840 pertaining to wage rates and ORS

279C.836 pertaining to having a public works bond filed with the Construction Contractors’ Board.

2. Recipient shall notify ODOT’s Contact in writing when any contact information changes during the

Agreement.

3. Recipient shall maintain insurance policies with responsible insurers or self-insurance programs,

insuring against liability and risk of direct physical loss, damage or destruction of the Project, at

least to the extent that similar insurance is customarily carried by governmental units constructing,

operating and maintaining similar facilities. If the Project or any portion is destroyed, insurance

proceeds will be paid to ODOT, unless Recipient has informed ODOT in writing that the insurance

proceeds will be used to rebuild the Project.

4. Americans with Disabilities Act Compliance

a. State Highway: For portions of the Project located on or along the State Highway System or

a State-owned facility (“state highway”):

i. Recipient shall utilize ODOT standards to assess and ensure Project compliance with

Section 504 of the Rehabilitation Act of 1973 and the Americans with Disabilities Act

of 1990 as amended (together, “ADA”), including ensuring that all sidewalks, curb

ramps, pedestrian-activated signals meet current ODOT Highway Design Manual

standards;

ii. Recipient shall follow ODOT’s processes for design, construction, or alteration of

sidewalks, curb ramps, and pedestrian-activated signals, including using the ODOT

Highway Design Manual, ODOT Design Exception process, ODOT Standard Drawings,

ODOT Construction Specifications, providing a temporary pedestrian accessible route

plan and current ODOT Curb Ramp Inspection form;

iii. At Project completion, Recipient shall send a completed ODOT Curb Ramp Inspection

Form 734-5020 to the address on the form and to State’s Project Manager for each curb

ramp constructed or altered as part of the Project. The completed form is the

documentation required to show that each curb ramp meets ODOT standards and is ADA

compliant. ODOT’s fillable Curb Ramp Inspection Form and instructions are available

at the following address:

https://www.oregon.gov/ODOT/Engineering/Pages/Accessibility.aspx

iv. Recipient shall promptly notify ODOT of Project completion and allow ODOT to inspect

Project sidewalks, curb ramps, and pedestrian-activated signals located on or along a


ODOT/Recipient

Agreement No. 34599

14

state highway prior to acceptance of Project by Recipient and prior to release of any

Recipient contractor.

v. Recipient shall ensure that temporary pedestrian routes are provided through or around

any Project work zone. Any such temporary pedestrian route shall include directional

and informational signs, comply with ODOT standards, and include accessibility features

equal to or better than the features present in the existing pedestrian facility. Recipient

shall also ensure that advance notice of any temporary pedestrian route is provided in

accessible format to the public, people with disabilities, disability organizations, and

ODOT at least 10 days prior to the start of construction.

b. Local Roads: For portions of the Project located on Recipient roads or facilities that are not

on or along a state highway:

i. Recipient shall ensure that the Project, including all sidewalks, curb ramps, and

pedestrian-activated signals, is designed, constructed and maintained in compliance with

the ADA.

ii. Recipient may follow its own processes or may use ODOT’s processes for design,

construction, or alteration of Project sidewalks, curb ramps, and pedestrian-activated

signals, including using the ODOT Highway Design Manual, ODOT Design Exception

process, ODOT Standard Drawings, ODOT Construction Specifications, providing a

temporary pedestrian accessible route plan and current Curb Ramp Inspection form,

available at:

https://www.oregon.gov/ODOT/Engineering/Pages/Accessibility.aspx;

Additional ODOT resources are available at the above-identified link. ODOT has made

its forms, processes, and resources available for Recipient’s use and convenience.

iii. Recipient assumes sole responsibility for ensuring that the Project complies with the

ADA, including when Recipient uses ODOT forms and processes. Recipient

acknowledges and agrees that ODOT is under no obligation to review or approve Project

plans or inspect the completed Project to confirm ADA compliance.

iv. Recipient shall ensure that temporary pedestrian routes are provided through or around

any Project work zone. Any such temporary pedestrian route shall include directional

and informational signs and include accessibility features equal to or better than the

features present in the existing pedestrian route. Recipient shall also ensure that advance

notice of any temporary pedestrian route is provided in accessible format to the public,

people with disabilities, and disability organizations prior to the start of construction.

c. Recipient shall ensure that any portions of the Project under Recipient’s maintenance jurisdiction

are maintained in compliance with the ADA throughout the useful life of the Project. This

includes, but is not limited to, Recipient ensuring that:

i. Pedestrian access is maintained as required by the ADA,


ODOT/Recipient

Agreement No. 34599

15

ii. Any complaints received by Recipient identifying sidewalk, curb ramp, or pedestrian-

activated signal safety or access issues are promptly evaluated and addressed,

iii. Recipient, or abutting property owner, pursuant to local code provisions, performs any repair

or removal of obstructions needed to maintain the Project in compliance with the ADA

requirements that were in effect at the time the Project was constructed or altered,

iv. Any future alteration work on Project or Project features during the useful life of the Project

complies with the ADA requirements in effect at the time the future alteration work is

performed, and

v. Applicable permitting and regulatory actions are consistent with ADA requirements.

d. Maintenance obligations in this Section 4 shall survive termination of this Agreement.

5. Work Performed within ODOT’s Right of Way

a. Prior to the commencement of work, Recipient shall obtain, or require its contractor to obtain,

permission from the appropriate ODOT District Office to work on or along the state highway.

This Agreement does not provide permission to work on or along the state highway.

b. If the Project includes traffic control devices (see ODOT’s Traffic Manual, Chapter 5, for a

description of traffic control devices) on or along a state highway, Recipient shall, pursuant to

Oregon Administrative Rule (OAR) 734-020-0430, obtain the approval of the State Traffic

Engineer prior to design or construction of any traffic control device being installed.

c. Recipient shall enter into a separate traffic signal agreement with ODOT to cover obligations for

any traffic signal being installed on a state highway.

d. Recipient shall ensure that its electrical inspectors possess a current State Certified Traffic Signal

Inspector certificate before the inspectors inspect electrical installations on state highways. The

ODOT’s District Office shall verify compliance with this requirement before construction. The

permit fee should also cover the State electrician's supplemental inspection.

6. General Standards

The Project shall be completed within industry standards and best practices to ensure that the

functionality and serviceability of the Program’s investment meets the intent of the application and

the Program.

7. Land Use Decisions

a. Recipient shall obtain all permits, “land use decisions” as that term is defined by ORS 197.015(1)

(2020), and any other approvals necessary for Recipient to complete the Project by the Project

completion deadline identified in Exhibit A (each a “Land Use Decision” and collectively, “Land

Use Decisions”).


ODOT/Recipient

Agreement No. 34599

16

b. If at any time before the Availability Termination Date identified in Section 1 of this Agreement

ODOT concludes, in its sole discretion, that Recipient is unlikely to obtain one or more Land

Use Decisions before the Availability Termination Date, ODOT may (i) suspend the further

disbursement of Grant Funds upon written notice to Recipient (a “Disbursement Suspension”)

and (ii) exercise any of its other rights and remedies under this Agreement, including, without

limitation, terminating the Agreement and recovering all Grant Funds previously disbursed to

Recipient.

c. If after a Disbursement Suspension ODOT concludes, in its sole discretion and based upon

additional information or events, that Recipient is likely to timely obtain the Land Use Decision

or Decisions that triggered the Disbursement Suspension, ODOT will recommence disbursing

Grant Funds as otherwise provided in this Agreement.

d. This Section 7 is in addition to, and not in lieu of, ODOT’s rights and remedies under Section

5.e (“Recovery of Grant Funds”) of this Agreement.

8. Website

Recipient shall provide ODOT a link to any website created about the Project identified in Exhibit

A before any costs being considered eligible for reimbursement. Recipient shall notify the ODOT

Contact in writing when the link changes during the term of this Grant Agreement.


ODOT/Recipient

Agreement No. 34599

17

EXHIBIT C

Subagreement Insurance Requirements 1. GENERAL.

a. If the Project is on or along a state highway, Recipient shall require in its first tier subagreements

with entities that are not units of local government as defined in ORS 190.003, if any, to: i)

obtain insurance specified under TYPES AND AMOUNTS and meeting the requirements under

ADDITIONAL INSURED, “TAIL” COVERAGE, NOTICE OF CANCELLATION OR

CHANGE, and CERTIFICATES OF INSURANCE before performance under the subagreement

commences, and ii) maintain the insurance in full force throughout the duration of the

subagreement. The insurance must be provided by insurance companies or entities that are

authorized to transact the business of insurance and issue coverage in the State of Oregon and

that are acceptable to ODOT. Recipient shall not authorize work to begin under subagreements

until the insurance is in full force. Thereafter, Recipient shall monitor continued compliance with

the insurance requirements on an annual or more frequent basis. Recipient shall incorporate

appropriate provisions in the subagreement permitting it to enforce compliance with the

insurance requirements and shall take all reasonable steps to enforce such compliance. In no

event shall Recipient permit work under a subagreement when Recipient is aware that the

contractor is not in compliance with the insurance requirements. As used in this section, “first

tier” means a subagreement in which the Recipient is a Party.

b. The insurance specified below is a minimum requirement that the contractor within the

subagreement shall meet. Recipient may determine insurance types and amounts in excess to the

minimum requirement as deemed appropriate based on the risks of the work outlined within the

subagreement.

c. Recipient shall require the contractor(s) to require that all of its subcontractors carry insurance

coverage that the contractor deems appropriate based on the risks of the subcontracted work.

Contractor shall obtain proof of the required insurance coverages, as applicable, from any

subcontractor providing Services related to the Contract.

2. TYPES AND AMOUNTS.

a. WORKERS COMPENSATION. All employers, including Contractor, that employ subject workers, as defined in ORS 656.027,

shall comply with ORS 656.017 and shall provide Workers' Compensation Insurance

coverage for those workers, unless they meet the requirement for an exemption under ORS

656.126(2). The coverage shall include Employer’s Liability Insurance with limits not less than

$500,000 each accident. Contractor shall require compliance with these requirements in

each of its subcontractor contracts.

b. COMMERCIAL GENERAL LIABILITY. Commercial General Liability Insurance shall be issued on an occurrence basis covering bodily

injury and property damage and shall include personal and advertising injury liability, products

and completed operations, and contractual liability coverage. When work to be performed

includes operations or activity within 50 feet of any railroad property, bridge, trestle, track,


ODOT/Recipient

Agreement No. 34599

18

roadbed, tunnel, underpass or crossing, the Contractor shall provide the Contractual Liability –

Railroads CG 24 17 endorsement, or equivalent, on the Commercial General Liability policy.

Amounts below are a minimum requirement as determined by ODOT:

Coverage shall be written on an occurrence basis in an amount of not less than $1,000,000 per

occurrence. Annual aggregate limit shall not be less than $2,000,000.

c. AUTOMOBILE Liability Insurance: Automobile Liability.

Automobile Liability Insurance covering Contractor’s business-related automobile use covering all

owned, non-owned, or hired vehicles for bodily injury and property. This coverage may be written

in combination with the Commercial General Liability Insurance (with separate limits for

Commercial General Liability and Automobile Liability). Amount below is a minimum

requirement as determined by ODOT:

Coverage shall be written with a combined single limit of not less than $1,000,000.

d. ADDITIONAL INSURED. The Commercial General Liability Insurance and Automobile Liability Insurance must include

the “State of Oregon, the Oregon Transportation Commission and the Department of

Transportation, and their respective officers, members, agents and employees” as an

endorsed Additional Insured but only with respect to the contractor’s activities to be performed

under the Subcontract. Coverage shall be primary and non-contributory with any other insurance

and self-insurance.

Additional Insured Endorsements on the Commercial General Liability shall be written on ISO

Form CG 20 10 07 04, or equivalent, with respect to liability arising out of ongoing operations

and ISO Form CG 20 37 07 04, or equivalent, with respect to liability arising out of completed

operations. Additional Insured Endorsements shall be submitted with the Certificate(s) of

Insurance and must be acceptable to the Recipient.

e. “TAIL” COVERAGE. If any of the required insurance policies is on a “claims made” basis, such as professional liability

insurance or pollution liability insurance, the contractor shall maintain either “tail” coverage or

continuous “claims made” liability coverage, provided the effective date of the continuous

“claims made” coverage is on or before the effective date of the Subcontract, for a minimum of

twenty-four (24) months following the later of : (i) the contractor’s completion and Recipient’s

acceptance of all Services required under the Subcontract or, (ii) the expiration of all warranty

periods provided under the Subcontract. Notwithstanding the foregoing twenty-four (24) month

requirement, if the contractor elects to maintain “tail” coverage and if the maximum time period

“tail” coverage reasonably available in the marketplace is less than the twenty-four (24) month

period described above, then the contractor may request and ODOT may grant approval of the

maximum “tail “ coverage period reasonably available in the marketplace. If ODOT approval

is granted, the contractor shall maintain “tail” coverage for the maximum time period that “tail”

coverage is reasonably available in the marketplace.


ODOT/Recipient

Agreement No. 34599

19

f. NOTICE OF CANCELLATION OR CHANGE. The contractor or its insurer must provide thirty (30) days’ written notice to Recipient before

cancellation of, material change to, potential exhaustion of aggregate limits of, or non-renewal

of the required insurance coverage(s).

g. CERTIFICATE(S) OF INSURANCE. Recipient shall obtain from the contractor a certificate(s) of insurance for all required insurance

before the contractor performs under the Subcontract. The certificate(s) or an attached

endorsement must specify: i) “State of Oregon, the Oregon Transportation Commission and

the Department of Transportation, and their respective officers, members, agents and

employees” as an endorsed Additional Insured in regards to the Commercial General Liability

and Automobile Liability policies and ii) that all liability insurance coverages shall be primary

and non-contributory with any other insurance and self-insurance, with exception of Workers’

Compensation..

The Recipient shall immediately notify ODOT of any change in insurance coverage.



Clatsop County

AGENDA ITEM SUMMARY

February 10, 2021


4-H & Extension – Lease Contract

Category: Consent Calendar

Prepared By: Monica Steele, Assistant County Manager

Presented By: Monica Steele, Assistant County Manager


Consideration for the County to sign a lease agreement with Solutions Yes on behalf of the 4-H & Extension District


The 4-H & Extension District contracts with Oregon State University (OSU) for the delivery of educational programs and information to District residents and all administration necessary for such programs.

In 2016 the Board of Commissioners approved the 4-H & Extension Service District to enter into a lease agreement with Solutions Yes to provide copier/printer equipment and service to the 4-H & Extension Service office. Under the current lease, the District is paying approximately $460 a month; which includes the lease of the equipment and average monthly usage. Solutions Yes has presented a renewal of the lease with new terms that would provide an additional savings to the District. Under the proposed new lease agreement, the District’s anticipated costs will be approximately $370 a month which would be a savings to the District of approximately $1,080 per year. The savings ($1,080) could then be redirected to expand Extension programming in the community.

Fiscal Impact: Under the current lease agreement the District is spending approximately $5,520 in a fiscal year. If the proposed new lease & service agreement are approved, the District expects to spend $4,440 in a fiscal year. The savings of approximately $1,080 would be redirected to expand Extension programming in Clatsop County


1. Authorize the County Manager to sign the lease agreement on behalf of the District with Solutions Yes.


2. Do not approve the new lease and continue with current lease and expect to spend $5,520/yr.


Recommended Motion:

“Authorize the County Manager to sign the lease agreement with Solutions Yes on behalf of the 4-H & Extension District.”

Attachment List

A. Memorandum of Understanding between OSU and the County B. Lease Agreement


Clatsop County Budget & Finance 800 Exchange St., Suite 310 Phone (503) 325-8565 Astoria, Oregon 97103 Fax (503) 325-8606 www.co.clatsop.or.us

Memorandum of Understanding

This Memorandum of Understanding is being made in regards to the Intergovernmental Agreement by

and between Clatsop County 4-H and Extension Service Special District (District) and the State of

Oregon acting by and through the State Board of Higher Education on behalf of Oregon State University

(OSU) for the delivery of desired educational programs for the County.

It is agreed that Clatsop County on behalf of the Clatsop County 4-H and Extension District will lease a

copier from Solutions Yes, LLC. for 60 months with monthly payments approximately $370.00/month.

If OSU fails to make these payments on behalf of the District then Clatsop County reserves the right to

withhold the payment amount(s) from the quarterly payment to OSU on behalf of the District.

________________________________ _______________________________

Signature Signature

________________________________ _______________________________

Name Name

________________________________ _______________________________

Clatsop County Title Oregon State University Title

________________________________ _______________________________

Date Date


8300 SW Hunziker Street • Portland, OR 97223 • Phone: 503.597.0937 • Fax: 503.213.1235

The words “Lessee,” “you” and “your” refer to Customer. The words “Lessor,” “we,” “us” and “our” refer to Solutions Yes, LLC.

CUSTOMER INFORMATION

FULL LEGAL NAME

STREET ADDRESS

Clatsop County Extension Services

2001 Marine Drive, Suite 210

CITY

STATE

ZIP

PHONE

FAX

Astoria

OR

97103

503-325-8573

BILLING NAME (IF DIFFERENT FROM ABOVE)

BILLING STREET ADDRESS

CITY

STATE

ZIP

E-MAIL

EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE)

EQUIPMENT DESCRIPTION

MAKE/MODEL/ACCESSORIES

SERIAL NO.

Kyocera TA6053ci

Kyocera Ecosys M3655idn

together with all replacements, parts, repairs, additions, and accessions incorporated therein or attached thereto and any and all proceeds of the foregoing, including, without limitation, insurance recoveries.

See attached Schedule A

TERM AND PAYMENT INFORMATION

60

Payments* of $

299.00

If you are exempt from sales tax, attach your certificate.

*plus applicable taxes

The payment (“Payment”) period is monthly unless otherwise indicated.

Purchase Option: FMV

Upon acceptance of the Equipment, THIS AGREEMENT IS NONCANCELABLE, IRREVOCABLE AND CANNOT BE TERMINATED.

LESSOR ACCEPTANCE

Solutions Yes, LLC

LESSOR SIGNATURE TITLE DATED

CUSTOMER ACCEPTANCE

BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORD HEREOF, YOU CERTIFY THAT YOU HAVE REVIEWED AND DO AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT ON THIS PAGE AND ON PAGE 2 ATTACHED HERETO.


X

CUSTOMER (as referenced above) SIGNATURE TITLE DATED

93-6002287

FEDERAL TAX I.D. # PRINT NAME

DELIVERY & ACCEPTANCE CERTIFICATE

You certify and acknowledge that all of the Equipment listed above: 1) has been received, installed and inspected; and 2) is fully operational and unconditionally accepted. Upon you signing below, your promises in this Agreement will be irrevocable and unconditional in all respects.


X

CUSTOMER (as referenced above) SIGNATURE TITLE ACCEPTANCE DATE

31434 (2017) Page 1 of 2 Rev. 07/24/2020

APPLICATION NO.

AGREEMENT NO.

Lease Agreement


1. AGREEMENT: You agree to lease from us the goods ("Equipment") and, if applicable, finance certain software, software license(s), software components and/or professional services in connection with software (collectively, the “Financed Items,” which are included in the word “Equipment” unless separately stated) from software licensor(s) and/or supplier(s) (collectively, the “Supplier”), a ll as described in this Agreement and in any attached schedule, addendum or amendment hereto (“Agreement”). You represent and warrant that you will use the Equipment for business purposes only. You agree to all of the terms and conditions contained in th is Agreement, which, with the acceptance certification, is the entire agreement between you and us regarding the Equipment and which supersedes any purchase order, invoice, request for proposal, response or other related document. This Agreement becomes valid upon execution by us. The term shall start on the date we pay Supplier. The first Payment is due 30 days after the start of this Agreement and each Payment thereafter shall be due on the same day of each month (the "Scheduled Due Date") unless a different due date is mutually agreed to by us and you. If the parties agree to adjust the Payment due date (an "Adjusted Due Date"), in addition to all Payments and other amounts due hereunder, you will pay an interim payment in an amount equal to 1/30th of the Payment, multiplied by the number of days between the Scheduled Due Date and the Adjusted Due Date. If any provision of this Agreement is declared unenforceable, the other provisions herein shall remain in full force and effect to the fullest extent permitted by law.

2. OWNERSHIP; PAYMENTS; TAXES AND FEES: We own the Equipment, excluding any Financed Items. Ownership of any Financed Items shall remain with Supplier thereof. You will pay all Payments, as adjusted, when due, without notice or demand and without abatement, set-off, counterclaim or deduction of any amount whatsoever. If any part of a Payment is more than 5 days late, you agree to pay a late charge of 10% of the Payment which is late or, if less, the maximum charge allowed by law. The Payment may be adjusted proportionately upward or downward: (i) if the shipping charges or taxes differ from the estimate given to you; and/or (ii) to comply with the tax laws of the state in which the Equipment is located. You shall pay all applicable taxes, assessments and penalties related to this Agreement, whether levied or assessed on this Agreement, on us (except on our income) or you, or on the Equipment, its lease, sale, ownership, possession, use or operation. If we pay any taxes or other expenses that are owed hereunder, you agree to reimburse us when we request. You agree to pay us a yearly processing fee of up to $50 for personal property taxes we pay related to the Equipment. You agree to pay us a fee of up to $50 for filing and/or searching costs required under the Uniform Commercial Code (“UCC”) or other laws. You agree to pay us an origination fee of up to $125 for all closing costs. We may apply all sums received from you to any amounts due and owed to us under the terms of this Agreement. If for any reason your check is returned for insufficient funds, you will pay us a service charge of $30 or, if less, the maximum charge allowed by law. We may make a profit on any fees, estimated tax payments and other charges paid under this Agreement.

3. EQUIPMENT; SECURITY INTEREST: At your expense, you shall keep the Equipment: (i) in good repair, condition and working order, in compliance with applicable laws, ordinances and manufacturers’ and regulatory standards; (ii) free and clear of all liens and claims; and (iii) at your address shown on page 1, and you agree not to move it unless we agree in writing. You grant us a security interest in the Equipment to secure all amounts you owe us under this Agreement or any other agreement with us (“Other Agreements”), except amounts under Other Agreements which are secured by land and/or buildings. You authorize and ratify our filing of any financing statement(s) to show our interest. You will not change your name, state of organization, headquarters or residence without providing prior written notice to us. You will notify us within 30 days if your state of organization revokes or terminates your existence.

4. INSURANCE; COLLATERAL PROTECTION; INDEMNITY; LOSS OR DAMAGE: You agree to keep the Equipment fully insured against all risk, with us named as lender’s loss payee, in an amount not less than the full replacement value of the Equipment until this Agreement is terminated. You also agree to maintain commercial general liability insurance with such coverage and from such insurance carrier as shall be satisfactory to us and to include us as an additional insured on the policy. You will provide written notice to us within 10 days of any modification or cancellation of your insurance po licy(s). You agree to provide us certificates or other evidence of insurance acceptable to us. If you do not provide us with acceptable evidence of property insurance within 30 days after the start of this Agreement, we may, at our sole discretion, to do so as provided in either (A) or (B) below, as determined in our discretion: (A) We may secure property loss insurance on the Equipment from a carrier of our choosing in such forms and amounts as we deem reasonable to protect our inte rests. If we secure insurance on the Equipment, we will not name you as an insured party, your interests may not be fully protected, and you will reimburse us the premium which may be higher than the premium you would pay if you obtained insurance, and which may result in a profit to us through an investment in reinsurance. In addition, you agree to pay us our standard fees in connection with obtaining such insurance. If you are current in all of your obligations under the Agreement at the time of loss, any insurance proceeds received will be applied, at our option, to repair or replace the Equipment, or to pay us the remaining payments due or to become due under this Agreement, plus our booked residual, both discounted at 2% per annum. (B) We may charge you a monthly property damage surcharge of up to .0035 of the Equipment cost as a result of our credit risk and administrative and other costs, as would be further described on a letter from us to you. We may make a profit on this program. NOTHING IN THIS PARAGRAPH WILL RELIEVE YOU OF RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EQUIPMENT. We are not responsible for, and you agree to hold us harmless and reimburse us for and to defend on our behalf against, any claim for any loss, expense, liability or injury caused by or in any way related to delivery, installation, possession, ownership, leasing, manufacture, use, condition, inspection, removal, return or storage of the Equipment. All indemnities will survive the expiration or termination of this Agreement. You are responsible for any loss, theft, destruction or damage to the Equipment (“Loss”), regardless of cause, whether or not insured. You agree to promptly notify us in writing of any Loss. If a Loss occurs and we have not otherwise agreed in writing, you will promptly pay to us the unpaid balance of this Agreement, including any future Payments to the end of the term plus the anticipated residual value of the Equipment, both discounted to present value at 2%. Any proceeds of insurance will be paid to us and credited against the Loss. You authorize us to sign on your behalf and appoint us as your attorney-in-fact to endorse in your name any insurance drafts or checks issued due to a Loss.

5. ASSIGNMENT: YOU SHALL NOT SELL, TRANSFER, ASSIGN, ENCUMBER, PLEDGE OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT, without our prior written consent. You shall not consolidate or merge with or into any other entity, distribute, sell or dispose of all or any substantial portion of your assets other than in the ordinary course of business, without our prior written consent, and the surviving, or successor entity or the transferee of such assets, as the case may be, shall assume all of your obligations under this Agreement by a written instrument acceptable to us. No event shall occur which causes or results in a transfer of majority ownership of you while any obligations are outstanding hereunder. We may sell, assign, or transfer this Agreement without notice to or consent from you. You agree that if we sell , assign or transfer this Agreement, our assignee will have the same rights and benefits that we have now and will not have to perform any of our obligations. You agree that our assignee will not be subject to any claims, defenses, or offsets that you may have against us. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.

6. DEFAULT AND REMEDIES: You will be in default if: (i) you do not pay any Payment or other sum due to us or you fail to perform in accordance with the covenants, terms and conditions of this Agreement or any other agreement with us or any of our affiliates or fail to perform or pay under any material agreement with any other entity; (ii) you make or have made any false statement or misrepresentation to us; (iii) you or any guarantor dies, dissolves, liquidates, terminates existence or is in bankruptcy; (iv) you or any guarantor suffers a material adverse change in its financial, business or operating condition; or (v) any guaranto r defaults under any guaranty for this Agreement. If you are ever in default, at our option, we can cancel this Agreement and require that you pay the unpaid balance of this Agreement, including any future Payments to the end of term plus the anticipated residual value of the Equipment, both discounted to present value at 2%. We may recover default interest on any unpaid amount at the rate of 12% per year. Concurrently and cumulatively, we may also use any remedies available to us under the UCC and any other law and we may require that you immediately stop using any Financed Items. If we take possession of the Equipment, you agree to pay the costs of repossession, moving, storage, repair and sale. The net proceeds of the sale of any Equipment will be credited against what you owe us under this Agreement and you will be responsible for any deficiency. In the event of any dispute or enforcement of our rights under this Agreement or any related agreement, you agree to pay our reasonable attorneys’ fees (including any incurred before or at trial, on appeal or in any other proceeding), actual court costs and any other collection costs, including any collection agency fee. WE SHALL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES FOR ANY DEFAULT, ACT OR OMISSION BY ANYONE. Any delay or failure to enforce our rights under this Agreement will not prevent us from enforcing any rights at a later time. You agree that this Agreement is a "Finance Lease" as defined by Article 2A of the UCC and your rights and remedies are governed exclusively by this Agreement. You waive all rights under sections 2A-508 through 522 of the UCC. If interest is charged or collected in excess of the maximum lawful rate, we will refund such excess to you, which will be your sole remedy.

7. INSPECTIONS AND REPORTS: We have the right, at any reasonable time, to inspect the Equipment and any documents relating to its installation, use, main tenance and repair. Within 30 days after our request (or such longer period as provided herein), you will deliver all requested information (including tax returns) which we deem reasonably necessary to determine your current financial condition and faithful performance of the terms hereof. This may include: (i) compiled, reviewed or audited annual financial statements (including, without limitation, a balance sheet, a statement of income, a statement of cash flow, a statement of changes in equity and notes to financial statements) within 120 days after your fiscal year end, and (ii) management-prepared interim financial statements within 45 days after the requested reporting period(s). Annual statements shall set forth the corresponding figures for the prior fiscal year in comparative form, all in reasonable detail without any qualification or exception deemed material by us. Unless otherwise accepted by us, each financial statement shall be prepared in accordance with generally accepted accounting principles consistently applied and shall fairly and accurately present your financial condition and results of operations for the period to which it pertains. You authorize us to obtain credit bureau reports for credit and collection purposes and to share them with our affiliates and agents.

8. END OF TERM: At the end of the initial term, this Agreement shall renew for successive 12-month renewal term(s) under the same terms hereof unless you send us written notice between 90 and 150 days before the end of the initial term or at least 30 days before the end of any renewal term that you want to purchase all but not less than all of the Equipment for the Fair Market Value or return the Equipment, and you timely purchase or return the Equipment. Fair Market Value ("FMV") means the value of the Equipment in continued use. You shall continue making Payments and paying all other amounts due until the Equipment is purchased or returned. As long as you have given us the required written notice, if you do not purchase the Equipment, you will return all of the Equipment to a location we specify, at your expense, in retail re-saleable condition, full working order and complete repair. YOU ARE SOLELY RESPONSIBLE FOR REMOVING ANY DATA THAT MAY RESIDE IN THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO HARD DRIVES, DISK DRIVES OR ANY OTHER FORM OF MEMORY.

9. USA PATRIOT ACT NOTICE; ANTI-TERRORISM AND ANTI-CORRUPTION COMPLIANCE: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial ins titutions to obtain, verify, and record information that identifies each customer who opens an account. When you enter into a transaction with us, we ask for your business name, address and other information that will allow us to identify you. We may also ask to see other documents that substantiate your business identity. You and any other person who you control, own a controlling interest in, or who owns a controlling interest in or otherwise controls you in any manner (“Representatives”) are and will remain in full compliance with all laws, regulations and government guidance concerning foreign asset control, trade sanctions, embargoes, and the prevention and detection of money laundering, bribery, corruption, and terrorism, and neither you nor any of your Representatives is or will be listed in any Sanctions-related list of designated persons maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control or successor or the U.S. Department of State. You shall, and shall cause any Representative to, provide such information and take such actions as are reasonably requested by us in order to assist us in maintaining compliance with anti -money laundering laws and regulations.

10. MISCELLANEOUS: Unless otherwise stated in an addendum hereto, the parties agree that: (i) this Agreement and any related documents hereto may be authenticated by electronic means; (ii) the “original” of this Agreement shall be the copy that bears your manual, facsimile, scanned or electronic signature and that also bears our manually or electronically signed signature and is held or controlled by us; and (iii) to the extent this Agreement constitutes chattel paper (as defined by the UCC), a security interest may only be created in the original. You agree not to raise as a defense to the enforcement of this Agreement or any related documents that you or we executed or authenticated such documents by electronic or digital means or that you used facsimile or other electronic means to transmit your signature on such documents. Notwithstanding anything to the contrary herein, we reserve the right to require you to sign this Agreement or any related documents hereto manually and to send to us the manually signed, duly executed documents via overnight courier on the same day that you send us the facsimile, scanned or electronic transmission of the documents. You agree to execute any further documents that we may request to carry out the intents and purposes of this Agreement. Whenever our consent is required, we may withhold or condition such consent in our sole discretion, except as otherwise expressly stated herein. From time to time, Supplier may extend to us payment terms for Equipment financed under this Agreement that are more favorable than what has been quoted to you or the general public, and we may provide Supplier information regarding this Agreement if Supplier has assigned or referred it to us. All notices shall be mailed or delivered by facsimile transmission or overnight courier to the respective parties at the addresses shown on this Agreement or such other address as a party may provide in writing from time to time. By providing us with a telephone number for a cellular phone or other wireless device, including a number that you later convert to a cellular number, you are expressly consenting to receiving communications, including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system, from us and our affiliates and agents at that number. This express consent applies to each such telephone number that you provide to us now or in the future and permits such calls for non-marketing purposes. Calls and messages may incur access fees from your cellular provider. You authorize us to make non-material amendments (including completing and conforming the description of the Equipment) on any document in connection with this Agreement. Unless stated otherwise herein, all other modifications to this Agreement must be in writing and signed by each party or in a duly authenticated electronic record. This Agreement may not be modified by course of performance.

11. WARRANTY DISCLAIMERS: WE ARE LEASING THE EQUIPMENT TO YOU “AS-IS.” YOU HAVE SELECTED SUPPLIER AND THE EQUIPMENT BASED UPON YOUR OWN JUDGMENT. WE DO NOT TAKE RESPONSIBILITY FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT. SUPPLIER IS NOT AN AGENT OF OURS AND WE ARE NOT AN AGENT OF SUPPLIER, AND NOTHING SUPPLIER STATES OR DOES CAN AFFECT YOUR OBLIGATIONS HEREUNDER. YOU WILL MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY SUPPLIER, LICENSOR OR MANUFACTURER, AND ANY FAILURE OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE YOUR OBLIGATIONS TO US UNDER THIS AGREEMENT. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OF, AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION, QUALITY, ADEQUACY, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, FUNCTION, DEFECTS, INFRINGEMENT OR ANY OTHER ISSUE IN REGARD TO THE EQUIPMENT, ANY ASSOCIATED SOFTWARE AND ANY FINANCED ITEMS. SO LONG AS YOU ARE NOT IN DEFAULT UNDER THIS AGREEMENT, WE ASSIGN TO YOU ANY WARRANTIES IN THE EQUIPMENT GIVEN TO US.

12. LAW; JURY WAIVER: This Agreement will be governed by and construed in accordance with the law of the principal place of business of Lessor or its assignee. You consent to jurisdiction and venue of any state or federal court in the state the Lessor or its assignee has its principal place of business and waive the defense of inconvenient forum. For any action arising out of or relating to this Agreement or the Equipment , BOTH PARTIES WAIVE ALL RIGHTS TO A TRIAL BY JURY.

31434 (2017) Page 2 of 2 Rev. 07/24/2020


8300 SW Hunziker st

Portland, OR 97223

(503) 597-0YES

FAX: (503) 213-1235

CONTRACT #

SID # Start Meter Overage Chg

(per image)

Additional Equipment on Schedule A

Preferred Method of Meter Collection:

Phone # Fax # E-Mail Address

Agreement Term

Comments:

CUSTOMER ACCEPTANCE:

Signature Printed Name & Title

SOLUTIONS YES ACCEPTANCE

Signature Printed Name & Title

EQUIPMENT SUPPORT AGREEMENT

CUSTOMER BILL TO: CUSTOMER EQUIPMENT LOCATION:

Clatsop County Extension Services Clatsop County Extension Services

2001 Marine Drive, Suite 210 2001 Marine Drive, Suite 210

Astoria, OR 97103 Astoria, OR 97103

Contact Name Phone Number

Lindsay Davis 503-440-1586AGREEMENT START DATE: Upon Install

IT Contact Phone Number

Your Solutions YES maintenance agreement covers all parts, labor, travel and supplies

(except paper and staples) unless specifically stated below

0 -$

SID # Equipment Serial Number Start Meter Image Allowance Base Charge

Color Image Allowance Color BaseColor Levels

Spot Color

Overage Chg

(per image)

See Schedule A 0 -$

0 -$

0 -$

Meter Collection Contact Name:

Base Billing Cycle

Overage Billing Cycle

Business Color

Service includes all parts, labor and toner. All rates are fixed for term of lease.

Date

Date

Graphic Color

Tiered Color

Color Level 1

Color Level 2

Color Level 3

Monthly Quarterly Annually


36 Months 60 Months Other

FM Audit Phone Fax E-Mail

CONFIDENTIAL SOL YES, LLC - REV. 6.0 3/2014Page 31Agenda Item #3.

8300 SW Hunziker st

Portland, OR 97223

(503) 597-0YES

FAX: (503) 213-1235

CUSTOMER NAME: CONTRACT #

Base Billing Cycle

Overage Billing Cycle

SID EQUIPMENT SERIAL NUMBER LOCATION / DEPARTMENT B/W COLOR B/W COLOR BASE

CHARGE

START

METER

TA6053ci 2001 Marine Drive, Ste 210 Astoria OR 97103 0.00650 .025,.035,.045

Ecosys M3655idn 2001 Marine Drive, Ste 210 Astoria OR 97103 0.00650 .025,.035,.045

EQUIPMENT SUPPORT AGREEMENTSCHEDULE "A" FOR:

Customer Initial:__________

IMAGES INCLUDED OVERAGE RATE




CONFIDENTIAL SOL YES, LLC - REV.5.0 2/2014Page 32Agenda Item #3.

Terms & Conditions

EQUIPMENT SUPPORT AGREEMENT (“ESA"): Solutions YES, LLC agrees to performmaintenance and make inspections, adjustments and repairs, and replacedefective parts without additional charge to Customer, provided such callsare made during normal business hours. Solutions YES, LLC will furnishsupplies, to be delivered at acceptable intervals and quantities inaccordance with manufacturer’s suggested yields. This ESA does notinclude paper, labels, staples, or transparencies. Solutions YES, LLC agreesto train customer in the use of the equipment at reasonable times. Titleto all supplies furnished in connection with the ESA, including consumableparts such as drums, remains in Solutions YES, LLC until said supplies areconsumed to the extent that they may not be further utilized in the copymaking process. Toner consumption shall be within 10% of themanufacturer's suggested yields. A charge for toner consumptionexceeding 10% of manufacturer's suggested yields will be charged atcurrent retail price. In the event of customer default or cancellation,supplies and consumable parts shall be returned to Solutions YES, LLC ondemand. Beyond the initial set-up and installation, any network orconnectivity related service call, i.e. unable to print/scan or requests foradditional desktops set up to print or scan, are considered chargeable callsat the current Solutions YES, LLC networking labor rates, unless it isdetermined to be a hardware related issue.

EXCESSIVE DAMAGE: Damage to the equipment or its parts arising out of misuse,abuse, negligence or causes beyond the control of Solutions YES, LLC arenot covered. Solutions YES, LLC may terminate this agreement in theevent the equipment is modified, damaged, altered or serviced bypersonnel other than those employed by Solutions YES, LLC, or if parts,accessories, components or supplies not authorized by Solutions YES, LLCare fitted to or used in the equipment.

EXCESS COPIES: Under the "ESA", the “Base Charge” is calculated on anticipatedcustomer usage as stated in “Image Allowance" on the face of theEquipment Support Agreement. Image allowance copies are accumulatedfrom the initial meter read. Should the allowance be exceeded prior tothe expiration of any applicable billing cycle, customer agrees to pay thecurrent excess copy charge for each copy in excess of the statedallowance. Invoices for excess copies will be tendered according to the“Overage Billing Cycle” and/or at the end of the initial term and shall bedue and payable within 15 days. For agreements billed annually, uponexceeding the image allowance, customer may request that a newagreement be executed with the initial date of the term to coincide withthe date that original image allowance is exceeded. Customer's option inthis regard shall be void if all previously tendered invoices have not beenpaid.

BUSINESS HOURS FOR SERVICE: Support services shall be provided hereunder onlyduring Solutions YES, LLC’s normal business hours, which shall consist of8:00a.m. to 5:00p.m., Monday through Friday, exclusive of Solutions YES'holidays and are subject to change by Solution YES. At customer's request,Solutions YES, LLC may render support service outside of normal businesshours, subject to availability of personnel, at established Solutions YES, LLCrates then in effect.

AVAILABILITY OF SUPPLIES: Customer support engineers do not carry or deliverconsumable supplies (toner, etc.). It is customer's responsibility to havethe necessary supplies available for customer support engineer's use.

RECONDITIONING: When a shop reconditioning is necessary, or the manufacturer'slife expectancy of the equipment has been exceeded, and normal repairsand parts replacement cannot keep a unit in satisfactory operatingcondition, Solutions YES, LLC may refuse to renew this agreement, and/orrefuse to continue providing support under this agreement, furnishingsupport only on a Per Call basis at Solutions Yes, LLC’s current rates.

CANCELLATION OF SERVICE: Cancellation at the conclusion of the initial term or anyrenewal term may be accomplished by either party by providing writtennotice of such cancellation no later than thirty (30) days prior to theexpiration of the term then in effect. In addition, Solutions YES, LLC maycancel this agreement, in whole or in part, at any time upon seven (7) dayswritten notice, or without notice in the thirty (30) days prior to renewaldate. If customer at any time is in breach of any term or conditioncontained herein, Solutions YES, LLC may apply any refund due to thesatisfaction of any past due invoices for any other products or services.Should this agreement be cancelled by customer, Solutions YES, LLC willnot issue any refund.

LATE CHARGES; INTEREST; SUSPENSION OF SERVICE: Customer agrees to pay allinvoices tendered for services performed and/or parts installed onequipment when services are performed, according to invoice paymentterms. If any payment due to Solutions YES, LLC hereunder is more than10 days past due, customer agrees to pay a late charge equal to ten (10%),to cover Solutions YES, LLC’s administrative costs occasioned by said latepayment. Customer agrees that amounts not timely paid shall bearinterest at the rate of 1.5% monthly (18% per annum) or at the maximumrate allowed by law, whichever is less. Without waiver of any other rightshereunder, Solutions YES, LLC shall have the right to discontinue service inthe event customer becomes delinquent in payment.

DAMAGES: In the event Customer is in default of an obligation under this agreement,and remains in default for seven (7) days after notice thereof, Solutions YES,LLC may cancel this agreement and collect damages according to thefollowing formula. In such an event, Customer promises to pay Solutions YES,LLC the following amounts as liquidated damages (and not as a penalty): (a)During the first six months of the initial term, six times the average monthlycharge; (b) At any time thereafter, amount owed at three times the monthlycharge.

RENEWAL: Unless otherwise terminated as set forth herein, this agreement shall beautomatically renewed upon expiration of the initial term for successiverenewal terms, at Solutions YES, LLC maintenance rates in effect at the timeof application renewal. Annual increases may be incurred during the term ofthe contract.

INSTALLATION: Certain equipment must be installed according to specificrequirements in terms of space, electric, and environmental conditions.Installation requirements are defined in the equipment operator manual.Customer shall ensure that the equipment is placed in an area that conformsto these requirements.

DISCLAIMER: Solutions YES, LLC expressly disclaims any duty as insurer of theequipment and customer shall pay for all costs of repair and parts orreplacement of the equipment made necessary by, but not limited to, loss ordamage through accident, abuse, misuse, theft, fire, water, casualty, naturalforces or any other negligent act of customer or customer's agent and/orservice performed by non-Solutions YES, LLC personnel. Solutions YES, LLCwill not assume any liability for any conditions arising from electricalcircuitry external to the equipment and equipment line cord, nor is anyexternal electrical work covered under this agreement.

CUSTOMER CHANGES: Any Customer changes, alterations, or attachments mayrequire a change in the charges set forth herein. Solutions YES, LLC alsoreserves the right to terminate this agreement in the event it has beendetermined such changes, alterations, or attachments make it impracticalfor Solutions YES, LLC to continue to service the equipment.

ATTORNEY'S FEES; COSTS: In the event customer defaults under this EquipmentSupport Agreement, or if any other dispute arises hereunder requiringSolutions YES, LLC to refer said matter to an attorney and/or to initiate, ordefend, any court action in any way related to this agreement, customeragrees to pay Solutions YES, LLC reasonable attorney's fees and all costsresulting from such actions.

WAIVER OF JURY TRIAL: Customer hereby waives trial by jury as to any and all issuesout of, or in any way related to this ESA.

NO WAIVER: Customer acknowledges and agrees that any delay or failure to enforcethe rights hereunder by Solutions YES, LLC, does not constitute a waiver ofsuch rights by Solutions YES, LLC or in any way prevent Solutions YES, LLCfrom enforcing such rights, or any other rights hereunder, at a later time.

ENTIRE AGREEMENT: This ESA constitutes the entire agreement between Customerand Solutions YES, LLC related to the service and maintenance of theequipment, and any and all prior negotiations, agreements (oral or written),or understandings are hereby superseded.

NO MODIFICATIONS OF TERMS: Customer expressly acknowledges and agrees thatthese terms and conditions may not be varied, modified, or changed exceptby written agreement executed by a corporate officer of Solutions YES, LLC.No sales or service personnel, including but not limited to managers orsupervisors, has any authority to override this provision.

NOTICE: Any notice or other communication given or required in connection with thisEquipment Support Agreement, shall be in writing, and shall be given bycertified or registered mail, postage prepaid, return receipt requested. Ifsent to Solutions YES, LLC said notice shall be sent to Solutions YES, LLC, Attn:CFO, 8300 SW Hunziker St., Portland, OR 97223, or such other addressSolutions YES, LLC may hereafter designate in writing. If to Customer, thenotice shall be sent to Customer at the address specified in the reverse sidehereof, or such address which may be specified, by customer, in writing toSolutions YES, LLC.

Customer Initials_______

SOLYES, LLC REV. 3/2013


Blair Bell

Highlight

10162 REV 03/16 Page 1 of 2

STATE AND LOCAL GOVERNMENT ADDENDUM

AGREEMENT #

Addendum to Agreement # 2689770, between Clatsop County Extension Services, as Customer and Solutions Yes, LLC, as Lessor. The words you and your refer to Customer. The words we, us and our refer to Lessor. The parties wish to amend the above-referenced Agreement by adding the following language:

REPRESENTATIONS AND WARRANTIES OF CUSTOMER: You hereby represent and warrant to us that: (a) you have been duly authorized by the Constitution and laws of the applicable jurisdiction and by a resolution or other authority of your governing body to execute and deliver this Agreement and to carry out your obligations hereunder; (b) all legal requirements have been met, and procedures have been followed, including public bidding, in order to ensure the enforceability of this Agreement; (c) this Agreement is in compliance with all laws applicable to you, including any debt limitations or limitations on interest rates or finance charges; (d) the Equipment will be used by you only for essential governmental or proprietary functions of you consistent with the scope of your authority, will not be used in a trade or business of any person or entity, by the federal government or for any personal, family or household use, and your need for the Equipment is not expected to diminish during the term of this Agreement; (e) you have funds available to pay contracted Payments until the end of your current appropriation period, and you intend to request funds to make contracted Payments in each appropriation period, from now until the end of the term of this Agreement; and (f) your exact legal name is as set forth on page one of this Agreement. NON-APPROPRIATION OR RENEWAL: If either sufficient funds are not appropriated to make contracted Payments or any other amounts due under this Agreement or (to the extent required by applicable law) this Agreement is not renewed, this Agreement shall terminate and you shall not be obligated to make contracted Payments under the Agreement beyond the then-current fiscal year for which funds have been appropriated. Upon such an event, you shall, no later than the end of the fiscal year for which contracted Payments have been appropriated, deliver possession of the Equipment to us. If you fail to deliver possession of the Equipment to us, the termination shall nevertheless be effective but you shall be responsible, to the extent permitted by law and legally available funds, for the payment of damages in an amount equal to the portion of contracted Payments thereafter coming due that is attributable to the number of days after the termination during which you fail to deliver possession and for any other loss suffered by us as a result of your failure to deliver possession as required. You shall notify us in writing within seven days after your failure to appropriate funds sufficient for the payment of the contracted Payments or (to the extent required by applicable law) this Agreement is not renewed, but failure to provide such notice shall not operate to extend the Agreement term or result in any liability to you. TITLE TO THE EQUIPMENT: If the selected purchase option for this Agreement is $1.00 or $101.00, unless otherwise required by law, upon your acceptance of the Equipment, title to the Equipment shall be in your name, subject to our interest under this Agreement.

The parties wish to amend the above-referenced Agreement by restating the following language:

Any provision in the Agreement stating this Agreement supersedes any invoice and/or purchase order is hereby amended and restated as follows: “You agree that the terms and conditions of the Agreement and any supplement or schedule thereto and any related acceptance certificate constitutes the entire agreement regarding the financing or lease of the Equipment and supersedes any purchase order, invoice, request for proposal or other related document.”

Any provision in the Agreement stating that the Agreement shall automatically renew unless the Equipment is purchased, returned or a notice requirement is satisfied is hereby amended and restated as follows: “This Agreement will renew for month-to-month terms unless you purchase or return the Equipment (according to the conditions herein) or send us written notice at least 30 days (before the end of any term) that you do not want it renewed.”


NOTE: SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE AGREEMENT. A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE SHALL BE CONSIDERED TO BE AN ORIGINAL. CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT, UNLESS SPECIFICALLY STATED OTHERWISE.

10162 REV 03/16 Page 2 of 2

Any provision in the Agreement stating that we may assign this Agreement is hereby amended and restated as follows: “We may sell, assign, or transfer this Agreement without notice to or consent from you, and you waive any right you may have to such notice or consent.”

Any provision in the Agreement stating that you grant us a security interest in the Equipment to secure all amounts owed to us under any agreement is hereby amended and restated as follows: “To the extent permitted by law, you grant us a security interest in the Equipment to secure all amounts you owe us under this Agreement, and you authorize us to file a UCC-1 financing statement or be named on the vehicle title to show our interest.”

Any provision in the Agreement stating that you shall indemnify and hold us harmless is hereby amended and restated as follows: “You shall not be required to indemnify or hold us harmless against liabilities arising from the Agreement. However, as between you and us, and to the extent permitted by law and legally available funds, you shall bear the risk of loss for, shall pay directly, and shall defend against any and all claims, liabilities, proceedings, actions, expenses, damages or losses arising under or related to the Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof, except that you shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses, damages or losses that arise directly from events occurring after you have surrendered possession of the Equipment in accordance with the terms of the Agreement to us or that arise directly from our gross negligence or willful misconduct.” Any provision in the Agreement stating that a default by you under any agreement with our affiliates or other lenders shall be an event of default under the Agreement is hereby amended and restated as follows: “You will be in default if: (i) you do not pay any Payment or other sum due to us under the Agreement when due or if you fail to perform in accordance with the covenants, terms and conditions of this Agreement, (ii) you make or have made any false statement or misrepresentation to us, (iii) you dissolve, terminate your existence or file bankruptcy, or (iv) there has been a material adverse change in your financial, business or operating condition.”

Any provision in the Agreement stating that you shall pay our attorneys’ fees is hereby amended and restated as follows: “In the event of any dispute or enforcement of rights under this Agreement or any related agreement, you agree to pay, to the extent permitted by law and to the extent of legally available funds, our reasonable attorneys’ fees (including any incurred before or at trial, on appeal or in any other proceeding), actual court costs and any other collection costs, including any collection agency fee.” Any provision in the Agreement requiring you to pay amounts due under the Agreement upon the occurrence of a default, failure to appropriate funds or failure to renew the Agreement is hereby amended to limit such requirement to the extent permitted by law and legally available funds. Any provision in the Agreement stating that the Agreement is governed by a particular state’s laws and you consent to such jurisdiction and venue is hereby amended and restated as follows: “This Agreement will be governed by and construed in accordance with the laws of the state where you are located. You consent to jurisdiction and venue of any state or federal court in such state and waive the defense of inconvenient forum.”

By signing this Addendum, Customer acknowledges the above changes to the Agreement and authorizes Lessor to make such changes. In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail. In all other respects, the terms and conditions of the Agreement remain in full force and effect and remain binding on Customer.

Solutions Yes, LLC

Lessor

Customer

X

Signature

Signature

Title

Date

Title

Date


MONTHLY PRINT SPEND ANALYSIS

FOR

OSU EXTENSION CLATSOP COUNTY CURRENT SITUATION:

Kyocera TA6551ci (65ppm) Color Copier and Kyocera Ecosys M3550idn (52ppm)-Lease $332.17 mo

Service Contract: 0 B&W copies included mo, billed qtrly all overages billed @.007 0 Color copies included, all Color copies billed @.065

February 21, 2020 billing statement: 12,489 B&W images qtr (4,163mo) @.007=$87.42qtr, ($29.14mo) 4,525 Color images qtr (1,508mo)@.065=$294.13 ($98.04mo) Total Service Bill $382.62 quarter ($127.54 month)

Total Monthly Print Spend $459.71 RECOMMENDED SOLUTION:

New Kyocera TASKalfa 6053ci

60 Pages per minute copy and print (B&W/full-color)

100 ppm scan speed-single sided, 180 ppm double sided

270 Sheet dual scan single pass document feeder

2-500 sheet adjustable trays (5.5x8.5-12x18)

1-3,000 sheet Large Capacity paper tray

1,000 Sheet Finisher for Stapling

150 Sheet multipurpose bypass tray (12x48 banner, letterhead, cardstock, etc)

Full network printing and scanning capabilities (scan to email, SMB, FTP, USB)

New Kyocera Ecosys M3655idn

57 Pages per minute copy and print (B&W) 62 ppm scan speed-single sided, 42 ppm double sided

Full Color touch Display Screen

100 Sheet dual scan single pass document feeder

1-500 sheet adjustable trays (8.5x14)

100 Sheet multipurpose bypass tray

Full network printing and scanning capabilities (scan to email, SMB, FTP, USB)


60 mo lease $299.00 per month (includes service)

Maintenance Agreement B/W Service Rate $ 0.0065 (0 copies included) Color Service Rate $ Tier 1 (Spot Color) .025, Tier 2 (Business Color) .035,

Tier 3 (Full Color) .045

4,163 B&W images mo @.0065=$27.05, 1,508 TOTAL COLOR IMAGES Tier 1, 905 Color images (60%)@.025=$22.62, Tier 2, 301 Color images (20%)@.035=$10.53, Tier 3, 301 Color images (20%)@.045=$13.54 Total cost for Service $73.74mo

Total Monthly print spend-$372.74 $86.97 Month in Savings! $1,043.64 Annual Savings

All usage billed monthly or quarterly “as used”, no base and no minimums

Rates are all-inclusive for toner, drums, parts and labor (everything except paper)

ADDITIONAL INFORMATION

Equipment set-up, delivery, network installation and unlimited training are all included.

Monthly Lease will not escalate

Service Rates are fixed for the term of the lease and will not escalate

Solutions Yes will pick up old copiers and return them to leasing company

OETC contract pricing OETC-16R-Copiers

Blair Bell

Cell: 503-330-0528 Direct: 503-718-6127

[email protected]



Clatsop County

AGENDA ITEM SUMMARY

February 10, 2021


2021 Legislative Agenda Guide

Category: Business Agenda

Prepared By: Monica Steele, Assistant County Manager

Presented By: Monica Steele, Assistant County Manager


Shall the Board adopt the 2021 Legislative Agenda Guide; which outlines the legislative goals, strategies, and principles/priorities related to the 2021 legislative session?


In an effort to stay informed during the 2021 Legislative Session the Board of Commissioners contracted with PAC/WEST Lobby Group to advise and assist in developing and executing effective legislative strategies to protect and advance the interests of Clatsop County and its Board of Commissioners relative to proposed legislative matters.

The proposed 2021 Legislative Agenda Guide is informed by the goals and objectives of the Board of Commissioners, the vision and priorities of the Clatsop County Strategic Plan, a review of legislative priorities from the Association of Oregon Counties (AOC), and input from other elected officials, County Counsel, and staff. Adoption of the 2021 Legislative Agenda Guide will provide PAC/WEST a reference of the legislative goals, strategies, and principles/priorities related to the 2021 legislative session.

Fiscal Impact: None


1. Adopt the 2021 Legislative Agenda Guide as presented by staff. 2. Adopt the 2021 Legislative Agenda Guide as amended by the Board. 3. Do not adopt the 2021 Legislative Agenda Guide.


Recommended Motion: “I move the Board adopt the 2021 Legislative Agenda Guide”

Attachment List


A. 2021 Legislative Agenda Guide


1 | P a g e

DRAFT

CLATSOP COUNTY

2021 LEGISLATIVE AGENDA GUIDE

This document serves as a framework and reference for legislative goals, strategies, and

principles/priorities related to the 2021 legislative session.

The Legislative Guide is informed by the goals and objectives of the Board of

Commissioners, the vision and priorities of the Clatsop County Strategic Plan, a review of

legislative priorities from the Association of Oregon Counties (AOC), and input from other

elected officials, County Counsel, and staff.

The work of the Board of Commissioners and County staff generally fall into three

categories: 1) services directly provided and funded by the County; 2) services provided

and/or funded in partnership with other public and nonprofit agencies; and 3) service or

public policy areas outside of County authority, but of a broad community interest in which

the Board may choose to influence through advocacy. The County’s legislative guide

includes principles/priorities that address all three of these varied roles.

County departments are encouraged to monitor and be knowledgeable of legislative issues

related to their department/discipline. However, any requests for the County to take

formal positions on a legislative matter should be directed to the County Manager Office,

who will coordinate the process for Board discussion and consideration preferably during

a Board work session. Depending on timing/urgency one-on-one Board consultation(s)

may be necessary.

Proposed legislation with real or potential impact on the County, partners or the broader

community will be tracked and organized by priority; and designated by the Board for

County “support”, “opposition” or to remain “neutral”.

County appointed department directors and staff may not take positions on legislative

issues without the Board of Commissioner review and approval. Other elected officials

(Sheriff and District Attorney) and appointed staff serving in leadership positions on AOC

ancillary boards (typically discipline related) are encouraged to coordinate their legislative

efforts with the County Manager Office.

The County contracts with PacWest Lobby Group to assist, inform and coordinate the

County’s interest in Salem during the legislative session.


2 | P a g e

Clatsop County – Overarching Goals

Advocate the County’s legislative interests at the State legislature.

Inform the Board of Commissioners, other elected officials and staff of pending

legislation and provide analysis and recommendations.

Provide information to legislators regarding issues that may impact the County.

Serve as an active participant with other local governments, the Association of

Oregon Counties and regional agencies, on legislative/regulatory issues that are

important to the County and our Region.

Seek grant and funding assistance for County projects, services, and programs to

enhance services for our community.

Clatsop County – Overarching Strategies

Track proposed legislation and communicate legislative positions on proposed State

measures, initiatives and governmental regulations.

Seek State funding through allocations, grants and other discretionary funding for

County projects, services and programs.

Work closely with Association of Oregon Counties (AOC), other counties, cities and

special districts in advocating for the County’s State legislative interests.

Share information with the Board of Commissioners, County staff and the

community on legislative issues.

Where appropriate, integrate Board of Commissioners and/or key staff into

workgroups, task forces, or other bodies that are developing legislative proposals.

2021 Legislative Priorities - GENERAL

Support and defend existing local authority.

Support maintaining and, in certain circumstances, enhancing funding of programs

which rely on state revenue sources.

Support collaborative efforts and the application of best practices and evidence-

based programs.

Support legislation that balances economic interests and growth with a healthy and

sustainable environment.

Oppose efforts to preempt, restrict, reduce or eliminate existing revenue sources.

Oppose unfunded mandates.

2021 Legislative Priorities – Specific Programs and Services

Identify and secure funding for ongoing COVID-19 related expenses and services.

Restore funding to, and cost recovery for, Community Corrections and Juvenile

Conciliation Services.

Identify and secure investments in workforce development.


3 | P a g e

Identify and secure funding that supports affordable housing and services to the

homeless.

Restore Community Mental Health Program funding using caseload methodologies

that include Aid and Assist.

Modernize the public health system and invest in capacity to plan for, and respond

to future pandemics.

Enhance infrastructure funding for rural broadband initiatives.

Identify programs, services and funding to support quality, affordable and

adequate/accessible child care options.

Other Legislative Priorities by Service Area

Public Health

Support funding for evidence-based prevention programs that target behaviors to

improve health and reduce health disparities.

Support funding for prevention and education programs aimed at the decreasing

use of tobacco and nicotine products (such as Tobacco 21, local tobacco tax

authority and retail licensing).

Support funding for mental health services, detox services and prevention services.

Support stable Medicaid funding and work with CCO’s to enhance local initiatives

and strong partnerships with Clatsop County.

Maintain current levels of authority and accountability for all health and human

services programs.

Support multi-system efforts to address opiate overprescribing and addiction.

Human Services

Support strong local mental health authority and enhanced funding for behavioral

health services targeted to local initiatives to improve access to health care and to

promote improved health outcomes.

Support stable funding to maintain community-based services for individuals with

intellectual and developmental disabilities.

Support multi-agency partnership and goals established to reduce veteran

homelessness and increase veteran services.

Public Safety

Support funding for quality law enforcement training through the Department of

Public Safety Standards and Training (DPSST).

Maximize grant and contract funding/partnerships.

Support adequate funding for specialty courts.

Support funding for evidence-based initiatives to reduce recidivism.

Support adequate funding for Marine Patrol.


4 | P a g e

Juvenile Services

Support funding that allows counties to individualize services based on need and

keep youth offenders in their home communities.

Support dedicated funding for medium and high-risk juvenile offenders allowing

individualized programming at the county level.

Support funding for additional acute and sub-acute treatment beds for mentally ill

youth on the North Coast.

Transportation

Support funding solutions for safe roads and bridges

Support alternate/evacuation routes and trails for the North Coast.

Support funding that allow residents to choose alternate forms of transportation,

such as bicycle paths and enhanced public transit.

Support a funding mechanism for public roads or local access roads.

Land Use

Support Accessory Dwelling Units (ADU) in rural residential areas.

Support siting/zoning of critical public infrastructure in rural areas outside of

inundation zones.

Housing

Support additional funds for Emergency Housing Account (EHA) and State Homeless

Assistance Program (SHAP).

Support increases in rental assistance programs.

Support additional funds for preserving existing affordable housing.

Support programs with the goal of ending chronic homelessness among veterans,

persons with disabilities, people with behavioral health diagnosis, families with

children, and youth, such as Housing First, Supportive Housing and emergency

housing.

Support programs and legislation that provides additional funding streams to create

affordable housing at the local level.

Environmental

Support funding for technical assistance to assist with the development of plans and

policies to address climate change impacts at a local level.

Support funding and programs to replace failing septic systems.

Support efforts to enhance the quality and frequency of communication between

state agencies and local residents.


5 | P a g e

Economic Development and Workforce Development

Support agri-business industries such as food and beverage, and advanced wood

products manufacturing.

Support investments to develop the cross laminated timber (CLT) industry.

Support the creation of an Oregon Rural Capacity Fund to provide resources to

Oregon’s Economic Development Districts for the purposes of assisting rural

jurisdictions to learn about, successfully apply for and administer grants and other

forms of funding.

Support funding and programs that promote and encourage small farms.

Support increased funding and incentives for local preservation and promotion of

historic sites and structures.

Tourism

Support amendment to the 70/30 Transient Lodging Tax split between “tourism

promotion” and “discretionary” use. Increase the discretionary allocation to allow

local governments to respond to the local impacts of tourism, including: law

enforcement, housing and other infrastructure needs as determined by the local

governing body.

County Fairgrounds

Support the development of a state-wide Master Plan to document and assess all

county fairgrounds capital construction needs.



Clatsop County

AGENDA ITEM SUMMARY

February 10, 2021


Jail Relocation Project – Guaranteed Maximum Price (GMP) Contract - Amendment #3 to CM/GC Contract C6871.

Category: Business Agenda

Prepared By: Jill Culver, Staff Assistant, Building & Grounds

Presented By: David Dieffenbach, Capital Improvement Projects Manager


Request to approve GMP Amendment #3 with Emerick Construction Company, Construction Manager/General Contractor (CM/GC).


Following the passing of the Jail Bond by voters in November of 2018 a team of County staff was established to see this project through to fruition. This team is known as the “Jail Bond Management Team” and consists of the following:

Matt Phillips, Sheriff

Paul Williams, Undersheriff

Thomas Teague, Jail Lieutenant

Monica Steele, Assistant County Manager

Dave Dieffenbach, Capital Projects Manager

Emil Hameed, Project Manager with Cornerstone Management Group

Early on this group began work to determine what the overall budget for this project is and where the funding sources were being realized from which are:

$20M voter approved bond

$3M County commitment from Special Project Fund

$3.44M Bond premium Based on this information the budget for this project had been set at $26.4M.

Several months ago, after the final construction design work was completed by the architect DLR Group, the jail management team had directed the selected General Contractor, Emerick Construction, to bid out the complete jail project. Emerick conducted the bidding by issuing notices of the project and holding an open house for sub-contractors at


the project location; advertisements were placed in the DJC (Daily Journal of Commerce); Emerick sent out messages to their data base of sub-contractors; and both Emerick’s and the County’s websites had the bidding information posted. The project was originally bid in May of 2020 based on plans that had been completed to allow a full build out of the housing pods, which would include 172 beds. Based on these plans the total of all the sub-contractor’s bids was substantially over the project budget and as a result the architect was directed to go back to the design to bring the project back within the established budget. The revised plans include148 beds which was listed in the pre-bond information; with an alternate to add 12 beds for a total of 160 beds. Based on the revised plans the project was re-bid in August with bids due on September 10, 2020. Several of the original bidders were asked to re-submit costs based on the revised drawings instead of opening up those specific categories of the work to all bidders; these included mechanical & plumbing, electrical, site work and the security electronics & cell construction. On the bid date Western Oregon was experiencing substantial forest fire smoke and many of the sub-contractors were forced to close their offices and evacuate; for these extenuating circumstances the bidding dates were extended for one week as this was a better option than restarting the bidding process. Once the re-bid costs from the many sub-contractors were reviewed; along with the new cost from the retained sub-contractors there were still several expenses that were coming in higher than the original estimations. While this project has taken longer to get started than we all would prefer, the Sheriff and staff are committed to having this project being successful and felt that further conversations with the selected Project Manager, General Contractor and Architects were warranted to get the project within the agreed upon budget as well as getting a facility that meets the long-term needs of the community. The initial phase of the contract with Emerick was pre-construction services with a fee of $150,900. We also had previously completed two EWA (Early Work Amendments). EWA #1, Foundation including piling, piles caps and grade beams. At a cost of $705,820. EWA #2, Demolition, Civil Site Work and Project Survey. At a cost of $954,397. Amendment #3 will include the cost to complete the construction of the jail project. The total cost of this amendment is $21,936,997.


The total cost is now within the budget for the project with a construction GMP (Guaranteed Maximum Price) of $23,748,114. This amount include the cost of construction, the pre-construction fee and the two previous amendments. The revised project calendar has been updated to reflect a mobilization date to begin with demolition in March of 2021 and have substantial completion by June of 2022. It is anticipated that once substantial completion occurs staff will then begin working with equipment vendors on training for the various systems and a final move in date of mid-August 2022 will occur.

Fiscal Impact: The funding for this work will be from the planned expenses for the Jail Project, which is funded by voter approved bond funds and County reserves.


1. Authorize the County Manager to amend the contract with Emerick Construction Company to accept the GMP and to sign the contract amendment. Authorize the County manager to sign Change Orders and amend the contract up to the authorized contingency amount.

2. Direct staff to work with Emerick to review the plans and proposals and adjust the cost to include or exclude work, based on the board directions.


Recommended Motion:

“I move that the Board authorize the County Manager to complete amendment #3 in the amount of $21,937,000 and to accept the GMP in the amount of $23,749,000, with Emerick Construction Company to provide construction of the jail project and to authorize the County Manager to sign Change Orders up to the authorized contingency amount included in the GMP.

Attachment List

A. Contract GMP Amendment detail document. B. Approved site and floor plan.


CM/GC CONSTRUCTION CONTRACT

CONTRACT TRACKING NO. 2019-426

CONTRACT AMENDMENT NO. 3

GMP AMENDMENT

Pursuant to Section 6 of the above-noted Contract dated May 9, 2019(“Contract”), Clatsop County

(“Owner”) and Emerick Construction (“CM/GC”) (“Parties”) hereby agree to this Contract

Amendment No. 3 (“Amendment No. 3) to the Contract as follows.

1. GMP Established. The CM/GC’s Guaranteed Maximum Price for the Work (“GMP”)

calculated pursuant to Section 6 of the Contract is $23,748,114.

a. Basis of GMP:

i. Pre-Construction Fee: $ 150,900

ii. Early Work Amendment #1 $ 705,820

iii. Early Work Amendment #2 $ 954,397

iv. GMP Amendment #3 $21,936,997

v. Current Total Contract Sum $23,748,114

2. Contract Time. The CM/GC will achieve substantial completion of the work no later than

May 3, 2022.

3. Contract Documents. The above noted GMP and Contract Time are based upon the following

Contract Documents, which are incorporated by reference into the Contract.

a. Drawings and Specifications:

i. DLR Group Project # 74-19124-00 Drawings Titled “CLATSOP COUNTY JAIL

– REPLACEMENT” dated August 3, 2020

ii. DLR Group Project # 74-19124-00 Specifications Titled “Clatsop County Jail

Replacement” Volumes 1 through 3 dated August 3, 2020

iii. ADD_CC01_200904


b. Allowances included in GMP

i. Stucco repair: $28,000 ii. Mailboxes per 54/A12.1: $7,500

iii. Aluminum storefront: $35,000 iv. Landscaping: $50,000 v. Site furnishings: $24,120

vi. Intumescent fireproofing: $24,000 vii. Fire resistant joint sealants: $35,000

viii. Concrete sealing: $30,000 ix. Water repellants $27,000 x. Final clean: $24,845

xi. Roof Accessories: $35,417 TOTAL $320,882

c. Alternates / Unit Pricing not included in GMP

i. Alternates:

1. None

ii. Unit Pricing

1. Furnish 1100’ of piling: $23,430

2. Install 11 pile @ 100’: $13,090

d. Substantial Completion for the Project is May 3rd, 2022 assuming a March 1st, 2021

mobilization date. It is understood that delays past a March 1st, 2021 start date may

not equate to equal delay for the Substantial Completion date.

e. Assumptions, modifications, or other documentation that went into development of

the GMP.

i. See attached:

1. Exhibit 1 – GMP Summary

2. Exhibit 2 – Letters of Authorization Log

3. Exhibit 3 – Assumptions and Clarifications

4. Prevailing Wage Rates.

(a) This Contract is subject to payment of prevailing wages under ORS 279C.800 to

279C.870. Each worker the Contractor, subcontractor or other person who is party

to the contract uses in performing all or part of the Contract must be paid not less

than the applicable prevailing rate of wage for each trade or occupation as defined

by the Director of the State of Oregon Bureau of Labor and Industries ("BOLI") in the

applicable publication entitled Definitions of Covered Occupations for Public Works

Contracts in Oregon. The prevailing wage rates for public works contracts in Oregon


are contained in the publications that can be reviewed electronically at

http://www.boli.state.or.us/BOLI/WHD/PWR/pwr_state.shtml and are hereby

incorporated as part of the Contract Documents.

(b) This Contract is _____ /is not ___X__ also subject to payment of prevailing wages

under the federal Davis-Bacon Act (40 U.S.C. 3141 et seq.). Notwithstanding

subsection k(i) of this Section, if this Contract is subject to payment of prevailing

wages under the Davis-Bacon Act, Contractor and any subcontractors must pay the higher of the federal prevailing wage rate or the state prevailing wage. The latest

state prevailing wages can be reviewed as set forth in subsection 7.a of this Section.

The latest federal prevailing wage rates can be reviewed electronically at

http://www.wdol.gov/Index.aspx (Search for Oregon, Clatsop County, Building

Construction Type) and are hereby incorporated by reference as part of the Contract

Documents. Contractors shall follow all prevailing wage rules including posting the

Davis Bacon Poster at the worksite and submitting certified payroll records. The

poster is available at

http://www.dol.gov/whd/regs/compliance/posters/fedprojc.pdf. The payroll form

is at http://www.dol.gov/whd/forms/wh347instr.htm.


Construction Manager/General Contractor

Emerick Construction

SIGNATURE

I have read this Amendment No. 3, including the attached Exhibits and all referenced documents. I

certify that I have the authority to sign and enter into this Contract. I understand the Amendment

and agree to be bound by its terms.

Signature Title

Name (please print) Date

CLATSOP COUNTY

SIGNATURE

(This contract is not binding on the County until signed by the appropriate signing authority)

Signature Title

Name (please print) Date


PROJECT: CLATSOP COUNTY JAIL RELOCATION - REBIDDate: December 14th, 2020

Section Description Sub Name Buyout Total

DIV 1 GENERAL REQUIREMENTS $ 1,089,745

DIV 2 SITE CONSTRUCTION $ 429,415

DIV 3 CONCRETE $ 2,970,261

DIV 4 MASONRY $ 93,974

DIV 5 METALS $ 983,475

DIV 6 WOOD & PLASTICS $ 347,334

DIV 7 THERMAL & MOISTURE PROTECTION $ 1,577,098

DIV 8 DOORS & WINDOWS $ 244,948

DIV 9 FINISHES $ 1,587,616

DIV 10 SPECIALTIES $ 129,285

DIV 11 EQUIPMENT $ -

DIV 12 FURNISHINGS

DIV 13 SPECIAL CONSTRUCTION $ 3,705,964

DIV 21 FIRE SUPPRESSION $ 417,575

DIV 22 PLUMBING $ 1,650,652

DIV 23 HVAC $ 1,579,426

DIV 26 ELECTRICAL $ 1,391,400

DIV 27 COMMUNICATIONS $ 109,329

DIV 28 ELECTRONIC SAFETY AND SECURITY $ 1,489,775

DIV 31 / 33 EARTHWORK / UTILITIES $ 1,233,535

DIV 32 EXTERIOR IMPROVEMENTS $ 226,828

UNSPECIFIED 144,620$

Total Cost of Work $ 21,402,255

TOTAL $ 21,402,255

Construction Contingency 4.23% 904,569$

PP Bonds / Insurance / BR 2.37% 528,672$

CM Fee 2.75% 627,976$

CAT 0.57% 133,742$

Preconstruction LS 150,900$

TOTAL 23,748,114$

GMP


Emil

Typewritten text

Exhibit 1

Clatsop County Jail Relocation

Letter of Authorization (LOA) Log

LOA #Date

IssuedSubcontractor Specfications Scope Amount LOA Exectued

1 2/14/2020 DeWitt 31 62 23 Piling 633,828.00$ YES

2 4/20/2020 PR Worth Div 31 & 33 - Complete Civil / Utilities 631,627.00$ YES

3 4/20/2020 PR Worth 02 41 19 Site / Building Demolition 210,525.00$ YES

4 4/20/2020 Benthin Survey 14,900.00$ YES

5 Whitaker Ellis 03 10 00 / 03 20 00 / 03 30 00 Structural Concrete 2,940,261.00$

6 1/19/2021 Apex Div 22 - Complete Plumbing 1,650,652.00$ Sent

7 1/19/2021 Apex Div 23 - Complete HVAC / Controls 1,579,426.00$ Sent

8 1/19/2021 UWD Prebuild 02 41 19 Selective Structure Demolition 186,880.00$ Sent

9 1/19/2021 B&B Masonry 04 22 00 CMU Masonry 93,974.00$ Sent

10 Pro Steel 05 21 00 / 05 31 00 Steel Joist Framing 71,163.00$

11 WFC 05 12 00 / 05 50 00 Metal Fabrications - Furnish 343,500.00$

12 Corona Steel 05 12 00 / 05 50 00 Metal Fabrications - Install 419,762.00$

13 Cojon 05 51 13 / 05 52 13 Metal Pan Stairs 149,050.00$

14 1/19/2021 Emerick SPW 06 10 00 / 06 16 00 Rough Carpentry 148,114.00$ Sent

15 Legend 06 41 00 / 12 36 16 / 12 36 61.16 Architectural Casework 199,220.00$

16 Insulpro 07 21 00 Thermal Insulation 157,296.00$

17 1/19/2021 Emerick SPW 07 27 15 / 07 46 46 Fiber Cement Siding 91,030.00$ Sent

18 1/19/2021 Flynn 07 54 19 / 07 56 00 PVC Roofing 515,700.00$ Sent

19 TT&L 07 62 00 Sheet Metal Flshing / Trim 254,680.00$

20 Sawtooth 07 71 29 / 07 95 13.13 Roof Expansion Joints 152,665.00$

21 Sawtooth 07 92 00 Joint Sealants 284,310.00$

22 Oregon Door 08 11 13 / 08 71 00 / 08 71 13Hollow Metal Doors / Frames /

Hardware96,475.00$

23 Overhead Innovations 08 33 23 Overhead Coiling Doors 17,482.00$

24 Emerick SPW 08 31 13 Access Doors and Frames 3,871.00$

25 1/19/2021 DeaMor 08 41 13 Skylights 127,120.00$ Sent

26 Cascade Acoustics05 54 00 / 09 22 16 / 09 29 00 / 09 51 13 / 09 83

16Gypsum Board 854,179.00$

27 1/19/2021 Brandsen09 65 13 / 09 65 16 / 09 65 19 / 09 68 13 / 12 48

13 / 32 18 16.13Tile Carpeting 144,427.00$ Sent

28 Don Rhyne 09 91 00 / 09 96 00 Painting 308,831.00$

29 Marathon 09 96 03 Special Coatings 280,179.00$

30 Meyer Sign 10 14 73 Painted Signage 22,040.00$

31 Emerick SPW10 11 00 / 10 26 00 / 10 28 00 / 10 44 13 / 10 44

16Div.10 Specialties 44,773.00$

32 Tiffin 10 51 13 Metal Lockers 54,427.00$

33 Sprague 10 81 13 Bird Control Devices 8,045.00$

34 1/19/2021 Cornerstone Detention

05 59 63 / 08 31 13.53 / 08 34 63 / 08 56 23 / 08

71 63 / 08 88 53 / 09 57 53 / 10 28 13.63 / 12 55

00 / 13 50 00

Modular Metal Detention 3,705,964.00$ Sent

35 1/20/2021 Cosco Div 21 - Complete Fire Suppression 417,575.00$ Sent

36 1/20/2021 Bogh Electric Div 26 - Complete Electrical 1,391,400.00$ Sent

37 IES 27 10 00 / 27 15 00 / 27 41 13 / 27 41 16 Communications 109,329.00$

38 A&E 28 05 00 / 28 31 11 Fire Alarm 173,275.00$

39 Cornerstone Detention27 51 23 / 28 05 00 / 28 05 00.1 / 28 13 00 / 28 23

00 / 28 46 00 / 28 46 00.1 / 28 46 00.2 / 28 46 19Detention Security 1,316,500.00$

40 PR Worth 32 12 16 AC Paving 108,717.00$

41 Emerick SPW 32 16 00 Curbs and Gutters 64,025.00$

42 T&C Fence 32 31 13 / 32 31 16.53 Chain Link Fence and Gates 54,086.00$

43 Multiple NA Allowances 320,882.00$

44 Emerick Div 0 General Conditions 1,050,000.00$

45 Emerick Construction Contingency 904,659.00$

46 Emerick Bonds / Insurance 528,672.00$

47 Emerick Fee 627,976.00$

48 Emerick CAT 133,742.00$

SUBTOTAL 23,597,214.00$

PRECONSTRUCTION 150,900.00$

TOTAL 23,748,114.00$


Emil

Typewritten text

Exhibit 2

CONTRACT AMENDMENT NO. 3 CONTRACT TRACKING NO 2019-426

CLARIFICATIONS AND ASSUMPTIONS

1. Contractor fee has been reduced from the proposed 3.6% to 2.75%

2. Letters of Intent will be issued to Cornerstone Detention Products in December 2020 for direct purchase of materials. Clatsop County agrees to waive retention for these direct purchase orders.

3. Letters of Intent will be issued to Cornerstone Detention Products in December 2020 in order to reserve production in March 2021.

4. Specification 12 24 13 – Roller Window Shades shall not be included in the project and shall be handled as Owner Furnished Equipment.

5. Any notes, drawings or specifications referencing patch and repair of existing concrete shall not be considered part of the contract.

6. Acoustical Spray (AS-1) will not be painted or coated.

7. Any notes, drawings or specifications referencing surface preparation or painting of existing exterior elements of the building are not part of the contract.

8. Specification 03 35 43 – Polished Concrete Finishing shall not be included in the contract. Concrete floors will be sealed with a commercially acceptable product as specified by the Architect. This work is to be covered by Allowance 3.b.viii as listed in Contract Amendment 3.

9. The perimeter concrete sidewalk at the new housing unit shown on C2.0 (Note 4) will be replaced with a 3” AC sidewalk of the same dimensions. This sidewalk starts at the south end of the new housing, around the perimeter and through the fence yard to the new fire lane. All other references to Note 4 shall be constructed as shown.

10. Approved lighting substitutions per DLR approval (Div_26-Lighting-CLATSOP COUNTY JAIL RELOCATION.pdf) emailed on 8/31/2020 shall be considered approved VE and incorporated into the contract.

11. The double configuration metal panel (35/A3.4) at the mezzanine level cells shall be replaced with 3/16” steel plate.

12. Specification 11 11 00 – Laundry Equipment shall not be included in the contract and shall be purchased and installed directly by the Owner.

13. Contractor Fee for added scope and unforeseen condition change orders shall be 3.6%. All additional bonds, insurance and taxes shall be calculated separate from this fee.

14. Specification 03 41 00 – Precast Structural Concrete shall be removed from the contract and replaced with a revised specification for Cast In Place Concrete Tilts. Emerick’s value engineering for cast in place


concrete tilt panels assumes that the revised concrete design will be the same as the original precast design shown in the Construction Documents.

15. The schedule and Substantial Completion date are subject to change based on the completion of the Cast in Place Concrete Tilt design and associated site preparation and sequencing.

16. The Construction Contingency of $904,569 is understood to be used for design clarifications and scope coverage. The Construction Contingency is not to be used for costs associated with added scope and unforeseen conditions.


Clatsop County Jail Relocation

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Overall Floor Plan

64’

128’32’

16’

The need for an expanded or new jail facility has been a priority for Clatsop County for many years. Reviews of existing conditions, bed needs and space program studies have been provided indicating the need for more beds is overdue.

A design, plan and cost estimate was developed based on previous studies and standard industry practices,

and the resulting approximate 50,000 SF 148 bed fl oor plan with 7 housing classifi cations is proposed.
