Lake Oswego - Joint Funding of Water System Improvements COOPERATIVE AGREEMENT
FOR
JOINT FUNDING OF WATER SYSTEM IMPROVEMENTS
This Intergovernmental Cooperative Agreement, hereinafter"Agreement," is entered into
by and between the following parties: The City of Lake Oswego, a municipal corporation of
the State of Oregon,hereinafter called "Lake Oswego;" Lake Oswego and the City of Tigard,
a municipal corporation of the State of Oregon, hereinafter collectively called
"Partnership;" and the City of West Linn, a municipal corporation of the State of Oregon,
hereinafter called "City." Lake Oswego, Partnership,and City shall be collectively referred
to as"parties."
RECITALS
WHEREAS,the Partnership is planning construction of new underground water
transmission pipelines within Mapleton Drive and Old River Road, and roadway
improvements on Mapleton Drive and Kenthorpe Way and portions of Old River Road, and
these roads are public roads under the roadway authority of City; and
WHEREAS, City owns, operates and maintains water transmission and distribution mains
that are located within the construction area of the Partnership's planned water
transmission line and roadway improvements described above; and
WHEREAS, City's water transmission and distribution mains provide the sole source of
water supply to its View Drive Reservoir and to hundreds of homes and businesses,and the
City finds and declares that interruption of this supply would compromise the public health
and safety of residents and businesses located within City; and
WHEREAS, because of the proximity of City's distribution mains to the Partnership's water
transmission line improvements in Mapleton Drive,both the Partnership and City jointly
agree that portions of City's water distribution main and sanitary sewer main in Mapleton
Drive need to be relocated to allow construction of the Partnership's water transmission
pipelines; and
WHEREAS, City's remaining water transmission and distribution mains in Mapleton Drive,
Kenthorpe Way,and Old River Road are considered structurally and hydraulically deficient;
and
WHEREAS,the Partnership will be improving Mapleton Drive, Kenthorpe Way, and Old
River Road,and City desires to abandon and replace the remaining portions of the
transmission and distribution mains within these streets; and
WHEREAS, the Partnership and City recognize that by entering into this Agreement their
respective citizens will benefit from cooperative and coordinated planning, cooperative
funding and coordinated construction of new water supply transmission and distribution
Cooperative Agreement for Joint Funding of Water System Improvements
Page 1
systems; and
WHEREAS,the Parties enter into this Agreement pursuant to ORS 190.003 to 190.110,
which authorize units of local government to enter into such agreements.
NOW,THEREFORE, the Parties agree as follows:
ARTICLE I. DESCRIPTION OF PROJECTS
The renewal and replacement of the City's water transmission and distribution mains and
replacement with new water mains more particularly described in Article I.A, the road
improvements more particularly described in Article 1.13,and the intertie improvements
more particularly described in Article I.0 are collectively referred to as the"Projects"and
individually as"Project."
A. Water Pipelines
The City owns, operates, and maintains 6-inch and 10-inch diameter water transmission
and distribution mains respectively located within the Partnership's pipeline and roadway
improvements project area. To eliminate the risk of damage to the City's water
transmission and distribution mains, and to take advantage of the construction of roadway
improvements, certain of the City's water transmission and distribution mains will be
abandoned and replaced with new water mains more particularly described as follows:
1. The City will abandon approximately 3,250 feet of 6-inch diameter, asbestos cement
water distribution main in Mapleton Drive from Highway 43 to 5065 Mapleton
Drive and replace it with new 8-inch diameter, ductile iron water distribution main
including valves, fittings, service lines, fire hydrants,and appurtenances.
2. The City will abandon approximately 350 feet of 10-inch diameter, asbestos cement
water transmission main in Old River Drive/Highway 43 from the intertie to
Mapleton Drive and replace it with new 8-inch diameter, ductile iron water
distribution main including valves, fittings,water service lines,and appurtenances.
3. The City will abandon approximately 2,550 feet of 6-inch diameter, asbestos cement
water distribution main in Kenthorpe Way from Old River Drive to 4610 Kenthorpe
Way and replace it with new 8-inch diameter, ductile iron water distribution main
including valves, fittings,water service lines, fire hydrants,and appurtenances.
4. Lake Oswego will abandon approximately 370 feet of 6-inch diameter asbestos
cement water distribution main partially within easements from 4610 Kenthorpe
Way to Mapleton Drive and replace it with approximately 480 feet of new 8-inch
diameter, ductile iron water distribution main including valves, fittings, water
service lines, and appurtenances in an easement located on the Partnership water
treatment plant site.
B. Road Improvements
Cooperative Agreement for Joint Funding of Water System Improvements
Page 2
Mapleton Drive, Kenthorpe Way and Old River Road are public streets under the
jurisdiction and maintenance responsibility of City. Because the Partnership's planned
expansion of its water treatment plant and construction of new raw and finished water
transmission mains and related underground utilities will damage and cause accelerated
wear and tear of these roads, certain restoration of the roads is required. Restoration of
the roads is more particularly described as follows:
1. Mapleton Drive - From Highway 43 to Mary S. Young Park, the Partnership will
remove the existing 5-inches of asphaltic concrete, prepare the existing aggregate
base roadway, and overlay the aggregate base with 6-inches of asphaltic concrete in
accordance with Division 5 of the West Linn Public Works Standards as reviewed
and approved by the City Engineer, to:
a. Match existing slope and grade;
b. Match the existing average width of edge to edge of pavement; and
c. Incorporate right-of-way improvements directly abutting the plant site in
accordance with the City Code requirements and submitted site plan.
2. Kenthorpe Way - From Old River Road to the east end of Kenthorpe Way, the
Partnership will remove the existing 3-inches of asphaltic concrete, prepare the
existing aggregate base roadway, and overlay the aggregate base with 5-inches of
asphaltic concrete, in accordance with Division 5 of the West Linn Public Works
Standards as reviewed and approved by the City Engineer, to:
a. Match existing slope and grade;
b. Match the existing average width of edge to edge pavement; and
c. Incorporate right-of-way improvements directly abutting the plant site in
accordance with the City Code requirements and submitted site plan.
3. Old River Drive- From Cedar Oak Drive to the southerly terminus near Highway 43,
the Partnership will remove the existing asphaltic concrete, prepare the existing
aggregate base roadway, and overlay the aggregate base with 5-inches of asphaltic
concrete, in accordance with Division 5 of the West Linn Public Works Standards, as
reviewed and approved by the City Engineer to:
a. Match existing slope and grade; and
b. Match the existing average width of edge to edge pavement.
C. Intertie Improvements
1. Water Transmission Main - The Partnership will install a new 18-inch diameter
ductile iron water transmission main and valving connecting the Partnership's new
48-inch diameter pipeline in Hwy 43 to the existing Intertie facilities.
2. Pump - The City will design and install a new third pump at the Intertie including
any fittings, electrical connections, and controls.
3. Existing Lake Oswego Water Transmission Mains - The City of Lake Oswego owns,
operates, and maintains 27-inch and 24-inch diameter steel water transmission
mains located within the City limits, portions of which will be abandoned as part of
Cooperative Agreement for Joint Funding of Water System Improvements
Page 3
the Partnership's improvements. The Partnership will dedicate to the City
ownership, operation, and maintenance of approximately 4,530 feet of 24-inch
diameter,steel water transmission mains in Old River Drive, Cedar Oak Drive,and
Highway 43, from the intersection of Old River Drive and Kenthorpe Way to the
intersection of Arbor Drive and Highway 43. The transmission mains will be used
in the future by the City to replace existing water mains in this corridor. The
Partnership will dedicate ownership,operation, and maintenance of approximately
1,700 feet of 24-inch diameter, steel water transmission main in Kenthorpe Way to
Portland General Electric for use as a conduit to provide emergency back-up
electrical service to the Partnerships' new Water Treatment Plant (WTP). All other
Partnership transmission mains no longer in use by Lake Oswego will be
abandoned in place in accordance with the requirements of the City Engineer.
ARTICLE II. OBLIGATIONS OF PARTNERSHIP
The Partnership agrees to the following:
1. To provide engineering design and construction inspection/administration services
relating to the Projects described in Articles I.A.4, I.13.1 through I.13.3, I.C.1, and I.C.3
and to cause its design engineer to design the Projects in accordance with the
generally accepted design standards for public roads and streets and those
currently in effect by the City.
2. To exercise the same standard of care in engineering design it provides on the
Projects constructed for City's benefit,as it provides to itself for water transmission
lines and improvements constructed for its benefit.
3. To cause construction, through its construction contractors and subcontractors,of
Projects I.A.4, I.B.1 through I.B.3, I.C.1, and I.C.3 in accordance with the City's
adopted Public Works Standards.
4. To furnish preliminary design drawings and specifications to City at the 60%, 90%,
and 100% design development stage of the Projects in Articles I.A.4, I.B.1 through
I.B.3, I.C.1and I.C.3 for review and approval by City. City shall have 10 working days
to complete its review at each stage and provide comment on the design drawings
and specifications. The Partnership will incorporate City's comments into the final
construction contract documents for the Projects. The City Engineer shall sign the
final project plans cover sheet(s) prior to construction indicating City review and
approval. The Partnership shall provide three copies of the final plans to the City
following acceptance by the City Engineer.
S. To furnish a copy of the "as builts" plans at the time ownership of any of the Projects
transferred to the City under Article VI.
6. To solicit competitive bids in accordance with the public contracting rules of the
City of Lake Oswego. The City of Lake Oswego, on behalf of the Partnership,shall
award the contract to the Contractor submitting the lowest, responsive, responsible
bid. The bid form shall allow the Partnership to determine the component bid
amounts for the construction costs for Project I.A.4.
7. To provide not less than 72-hours notice to City of the need to interrupt normal
water supply service of City's water system in order to construct the Projects.
Cooperative Agreement for Joint Funding of Water System Improvements
Page 4
8. To provide access to the Projects by authorized operating or inspection personnel of
the City for purposes of operating the intertie system and inspecting the
contractor's work prior to acceptance by City.
9. To provide City copies of all reports of tests and inspections required by the
construction contract documents and related to construction of the Projects.
10.To furnish and install at locations and in quantities deemed appropriate by City,
informational signage identifying the Projects,the costs and expected duration,and
that it is a public works project constructed and funded in part by the Partnership in
cooperation with City.
11.To the extent any lawsuit,claim or other action filed by a third party relates to any
aspect of the Projects or related activities described in this Agreement, the
Partnership will timely notify the City and seek to resolve the claim in the most
efficient and economical manner possible. The Partnership agrees to hold the City
harmless from all claims, demands, damages, or injuries,except for any claims that
arise out of the City's own intentional or negligent acts.
12.The construction contracts shall require the contractor to obtain, and to maintain in
full force and effect for the term of the contract,a Workers Compensation insurance
policy meeting statutory coverage requirements, together with comprehensive or
general liability insurance policies in the amount of at least$1.5 million per
occurrence and $3 million in the aggregate, and shall require certificates and
additional insured endorsements designating the City of West Linn as additional
named insureds. In addition,performance and payment bonds as well as two year
maintenance bonds shall be required.
13.To dedicate and abandon the existing water transmission mains as described in
Project I.C.3.
14.To dedicate a 15-foot wide public utility easement for Project I.A.4 through the WTP
site from Kenthorpe Way to Mapleton Drive.
ARTICLE III. OBLIGATIONS OF CITY
The City agrees to the following:
1. To provide all necessary lands, easements,and rights of way sufficient for the
Partnership or the City to construct the Projects.
2. To provide engineering design and construction inspection/administration services
relating to the Projects described in Article I.A.1 through I.A.3,and I.C.2, and to
cause its engineer to design the Projects in accordance with the generally accepted
design standards for public potable water systems and those currently in effect by
City.
3. To appropriate through its statutory budget process, sufficient funds to pay for the
construction costs associated with the Projects in Article 1.A.1 through I.A.4,and
I.B.3, and I.C.2 that may be incurred in any fiscal year.
4. To timely provide review and comment on the solicitation documents, including the
design drawings and construction specifications, and conduct a final review for
Cooperative Agreement for Joint Funding of Water System Improvements
Page 5
acceptance of such drawings and specifications prior to bid solicitation for the
Projects. The City Engineer shall sign the final project plans cover sheet(s) for all
Projects described in Article I prior to construction indicating City review and
approval.
5. To provide construction inspection for the Projects and contract administration
services for construction of the Projects in Articles I.A.1 through I.A.3, and I.C.2.
6. To keep accurate cost accounting records. The cost records and accounts pertaining
to the Projects covered by this Agreement will be retained by the City in compliance
with public records laws. Copies will be made available upon request. The
Partnership may request a copy of the City's records as they relate directly to the
Projects at any time.
7. To solicit competitive bids in accordance with the public contracting rules of the
City of West Linn for Projects 1.A.1 through I.A.3,and 1.C.2. The City of West Linn
shall award the contract to the Contractor submitting the lowest, responsive,
responsible bid. The bid shall require the Contractor to segregate, in its bid,the
component bid amounts for the construction costs of each of the Projects.
Segregation of the bid amounts for each Project shall be the basis of determining the
allocable share of the cost to the parties for these Projects pursuant to Article V.
8. To provide notice, in whatever form City determines appropriate,to its water
customers whose normal water supply service will be interrupted during the course
of the work and until the Projects are completed and accepted by City.
9. To be the primary point of contact for and to respond to complaints or questions
from City's water customers that may arise in relation to interruptions in normal
water supply.
10.To provide experienced operating personnel in sufficient number to operate any
and all portions of City's system to facilitate the timely and efficient construction,
testing,and commissioning of the Projects.
11.To provide personnel and equipment necessary to pressure test and disinfect all
new pipelines prior to connection of the new pipelines to the City's public water
system.
12.To inspect, at a frequency it deems appropriate and that is reasonable for Projects
I.A.4, 1.13.1 through I.B.3, I.C.1 and I.C.3,the quality of the contractor's work as it
relates to the Projects and report to the Partnership's inspection personnel any
apparent defective work. Failure to timely raise, following inspection,any
objections to the work,as to the Projects, shall,solely as to the Partnership,
constitute a release by City to the Partnership for any claims, causes of action, or
damages arising out of or relating to the Partnership's inspection of that Project,and
the City shall hold the Partnership harmless from any claims arising therefrom.
13.To provide personnel and equipment necessary to complete Bac-T samples after
pressure testing of all new pipelines is complete,and prior to connection of the new
pipelines to the City's public water system.
14.To provide personnel and equipment necessary to make final connections to the
City's public water system and to individual services for the City's water customers.
15.To the extent any lawsuit, claim or other action filed by a third party relates to any
aspect of Projects I.A.1 through I.A.3, and I.C.2 described in this Agreement,the City
Cooperative Agreement for Joint Funding of Water System Improvements
Page 6
will timely notify the Partnership and seek to resolve the claim in the most efficient
and economical manner possible. The City agrees to hold the Partnership harmless
from all claims, demands,damages, or injuries, except for any claims that arise out
of the Partnership's own intentional or negligent acts.
ARTICLE IV. MUTUAL AGREEMENTS OF THE PARTIES
The Parties to this Agreement covenant and mutually agree as follows:
1. That all design drawings,specifications, details and related work products and
works in progress of the Partnership produced or in production for the Projects are
under the exclusive control and ownership of the Partnership.
2. Prior to the onset of construction of the Projects listed in Article I, if the Partnership
does not receive all necessary permits and approvals for its water treatment and
pipeline expansion in a timely manner,the Partnership may terminate this
Agreement. if termination occurs,the City shall pay the Partnership 8-percent of the
construction cost bid for Project I.A.4 to compensate Partnership for the design
costs of that Project. Upon termination of this Agreement the Partnership and the
City hereby release each other from any further obligation to the other Party under
this Agreement.
3. To the extent a contractor claim related to the Projects is deemed by the Partnership
or City to have merit, additional costs associated with the claim will be apportioned
to the Parties in a fair and equitable manner considering all relevant facts and
conditions giving rise to the claim.
4. The Parties shall work together in good faith during construction of the Projects to
minimize the potential for contractor claims that may arise from differing site
conditions,action of the Parties, or any other reason.
S. In the event this Agreement is terminated, each party shall be responsible for those
additional costs attributable to the portion of the Projects for which that party is
financially responsible.
6. It is understood by the Parties that in order to minimize the inconvenience to water
customers, certain portions of the Projects may be completed outside normal
working days and hours. When that is determined necessary by the Partnership and
approved by the City, each Party agrees to provide sufficient, experienced
operations staff outside normal working hours as necessary to meet the schedule
established by the Partnership, which shall be established to ensure timely
completion of the Projects.
7. The Partnership and City will coordinate to complete construction of all Projects in a
timely manner that is mutually agreeable to the Partnership Project Manager and
City Engineer.
ARTICLE V. ALLOCATION OF PROJECT COSTS
The Partnership and City hereby agree to pay their allocable share of expenses for Projects
described in Article 1,as follows:
Cooperative Agreement for Joint Funding of Water System Improvements
Page 7
A. Water Pipelines
1. Project No. I.A.1 - Mapleton Drive water main replacement.
a. Partnership obligation. The Partnership will reimburse the City for its allocable
share of all costs relating to the design, construction,and contract
administration for the distribution water main project including valves,
hydrants, services, appurtenances,connections and modifications to the City's
public water system,as shown on City of West Linn, Mapleton Water Main
Relocation, PW-13-09,which is incorporated by this reference. This
reimbursement will amount to 80-percent of the construction costs for the
Project and an additional 15-percent of the final construction cost allocable to
the Partnership for design and contract administration.
b. Cly oblig t�ion. The City will pay all costs relating to the Project design and
construction.
2. Project No. I.A.2 - Old River Road water main replacement.
a. Partnership obligation. The Partnership will coordinate with the City to allow
City or its contractor to complete construction of approximately 350 lineal feet
of water main replacement on Old River Road.
b. City obligation. The City will pay all costs relating to the Project design and
construction.
3. Projects No. 1.A.3 - Kenthorpe Way water main replacement.
a. Partnership obligation. The Partnership will coordinate with the City to allow
City or its contractor to begin construction of approximately 2,550 lineal feet of
water main replacement on Kenthorpe Way no earlier than May 2015.
b. City obligation. The City will pay all costs relating to the Project design and
construction.
4. Project I.A.4- Kenthorpe Way to Mapleton Drive water main replacement.
a. Partnership obligation. The Partnership will design and construct
approximately 480 lineal feet of new 8-inch ductile iron water main between the
southerly end of Kenthorpe Way and Mapleton Drive and located within a 15-
foot wide public waterline easement dedicated to the City.
b. City obligation. The City will reimburse the Partnership for 100-percent of
construction costs and an additional 15-percent for design, inspection and
administration costs for this project. The consideration for the public waterline
easement will be $0.
B. Road Improvements.
Cooperative Agreement for Joint Funding of Water System Improvements
Page 8
1. Projects I.B.1 and I.B.2 - Mapleton Drive and Kenthorpe Way paving. The
Partnership shall pay all costs for design, construction, inspection, and
administration associated with these Projects.
2. Project I.B.3 - Old River Road paving. The City will pay 100-percent of the
construction cost associated with paving 525 lineal feet of Old River Road between
Cedar Oak Drive and the intertie pump station facility.
C. Intertie Improvements.
1. Project I.C.1 - Intertie Piping Improvements. The Partnership shall pay all costs for
design,construction, inspection, and administration associated with this Project.
2. Project I.C.2. -Third Pump at Intertie Pump Station.
a. Partnership obligation. The Partnership shall reimburse the City for all costs
associated with this Project.
b. City obligation. The City shall provide all design,permitting, construction,
inspection, and administration services for installation of a new pump at the
existing intertie pump station located at 20225 Old River Road.
3. Project 1.C.2. -Abandonment of Transmission Mains.
a. Partnership obligation. The Partnership will pay all design, construction,
inspection,and administration costs associated with the abandonment of its
existing raw and finished water pipelines.
b. City obligation. The City will accept ownership of those portions of the
Partnership's abandoned transmission mains "as is" and described above.
With respect to any contested charges under this Article, the City and the Partnership shall
meet within 45 days of the date of the invoice to discuss the charges. The City and
Partnership agree to make staff available to meet as necessary to negotiate the contested
charges, including but not limited to administration, engineering and legal staff. In the
event the parties are not able to resolve the disputed amounts, the parties retain all legal
claims and remedies. Any such claims shall be brought in Clackamas County Circuit Court
and are subject to Oregon law.
ARTICLE VI. OWNERSHIP OF CONSTRUCTED WORK
Upon completion of Projects I.A.4, I.B.1 through I.B.3, 1.C.2 and I.C.3,and acceptance of the
Projects by City, ownership of the distribution and transmission systems, road
improvements,and intertie piping improvements and all appurtenances will pass to the
City, and the improvements shall be operated and maintained exclusively by and for the
benefit of City.
Cooperative Agreement for Joint Funding of Water System Improvements
Page 9
ARTICLE V1I. CONTRACTOR'S WARRANTY
Upon acceptance of the Projects by the City, the City shall take possession of the Projects.
Upon taking possession of a Project, Contractor's warranty of title and general warranty
and guarantee against defective work shall pass to the City as to that Project,which is a
part of the construction contract. City shall have all of the Partnership's rights under the
construction contract related to enforcement of the contract requirements insofar as they
are applicable to that Project.
ARTICLE VIII. BINDING OBLIGATION
The parties respectively warrant to the other that this Agreement has been duly approved
and executed by an authorized official of the party,and that by the execution hereof by the
official and the party's attorney,this Agreement is a binding and enforceable obligation
upon the party under applicable laws, including the party's charter and ordinances.
IN WITNESS WHEREOF,the Parties have executed this Cooperative Agreement as set forth
opposite their names below.
CITY OF LAKE OSWEGO CITY OF TIGARD
By: B
Date: /231 / Date: c2- -24 ,42o14
APPROVED AS TO FORM APPROVED AS TO FORM
:Z2�
David D. Powell, City Attorney Tim R is, Legal Counsel
CITY OF WEST LINN
B .
Date: /i l 4-2:--aa
Cooperative Agreement for Joint Funding of Water System Improvements
Page 10
APPROVED AS TO FORM
Megan T rnton, ssistant City Attorney
Cooperative Agreement for Joint Funding of Water System Improvements
Page 11