ODOT - 294914 Main Street Water Lines Misc. Contracts and Agreements
No. 29491
COOPERATIVE IMPROVEMENT (UTILITY) AGREEMENT
Main St. Water Lines
THIS AGREEMENT is made and entered into by and between the STATE OF OREGON,
acting by and through its Department of Transportation, hereinafter referred to as "State;"
and the City of Tigard, acting by and through its elected officials, hereinafter referred to as
"Agency," both herein referred to individually or collectively as "Party" or "Parties."
RECITALS
1. Pacific Highway 99W, is a part of the state highway system under the jurisdiction
and control of the Oregon Transportation Commission (OTC). Main Street is a part
of the city street system under the jurisdiction and control of the Agency.
2. By the authority granted in Oregon Revised Statutes (ORS) 190.110, 366.572 and
366.576, State may enter into cooperative agreements with counties, cities and units
of local governments for the performance of work on certain types of improvement
projects with the allocation of costs on terms and conditions mutually agreeable to the
contracting parties.
3. State, by ORS 366.220, is vested with complete jurisdiction and control over the
roadways of other jurisdictions taken for state highway purposes. By the authority
granted by ORS 373.020, the jurisdiction extends from curb to curb, or, if there is no
regular established curb, then control extends over such portion of the right of way
as may be utilized by State for highway purposes. Responsibility for and jurisdiction
over all other portions of a city street remains with the Agency.
4. By the authority granted in ORS 366.425, State may accept deposits of money or an
irrevocable letter of credit from any county, city, road district, person, firm, or
corporation for the performance of work on any public highway within the State.
When said money or a letter of credit is deposited, State shall proceed with the
Project. Money so deposited shall be disbursed for the purpose for which it was
deposited.
5. State is conducting a project to retrofit the southern half of Main Street in the City of
Tigard (from Highway 99 to the railroad corridor) to full green street standards and
provide a multi-modal corridor to serve the downtown area. It includes widening of
sidewalks, as well as reconstruction and reconfiguration of portions of the existing
street and sidewalk to create a pedestrian friendly atmosphere. While the street is
under construction, State will use this opportunity to replace a water line that runs
under the street.
6. State entered into Local Agency Agreement No. 25365 and its subsequent
Amendment with Agency to cover retrofitting the southern half of Main Street, which
consists of widening sidewalks, the reconstruction and reconfiguration of existing
streets, the re-directing of storm water, new street lighting and landscaping.
State/Agency
Agreement No. 29491
NOW THEREFORE, the premises being in general as stated in the foregoing Recitals, it
is agreed by and between the Parties hereto as follows.-
TERMS
ollows:TERMS OF AGREEMENT
1 . Under such authority, State and Agency agree that State or its contractor shall install
Agency's non reimbursable water lines on Main Street within the City of Tigard, as
required to complete State's Main St: OR99W — Rail Corridor (Tigard) project,
hereinafter referred to as "Project." The location of the Project is approximately as
shown on the sketch map attached hereto, marked Exhibit A, and by this reference
made a part hereof.
2. The Project will be financed at an estimated cost of $278,297.89 in Agency funds.
The estimate for the total Project cost is subject to change. Agency shall be
responsible for all waterline associated work as described in Exhibit B, attached
hereto and by this reference made a part hereof.
3. Agency and State shall coordinate Change Order(s) affecting the Utility's facilities.
The fillable Contract Change Order, form 734-1169, is available at the following web
site:
ftp://ftp.odot.state.or.us/techserv/construction/Construction%20Forms/1169.xls
4. The term of this Agreement shall begin on the date all required signatures are
obtained and shall terminate upon completion of the Project and final payment or ten
(10) calendar years following the date all required signatures are obtained,
whichever is sooner.
AGENCY OBLIGATIONS
1 . Agency grants State the right to enter onto Agency right of way for the performance
of duties as set forth in this Agreement.
2. Agency shall upon receipt of a fully executed copy of this Agreement and upon a
subsequent letter of request from State, forward to State an advance deposit or
irrevocable letter of credit in the amount of $278,297.89 for the Project, said amount
being equal to the estimated total cost for the work performed by State at Agency's
request under State Obligations, paragraph 2. Agency agrees to make additional
deposits as needed upon request from State. Depending upon the timing of portions
of the Project to which the advance deposit contributes, it may be requested by
State prior to Preliminary Engineering, purchase of right of way, or approximately 4-6
weeks prior to Project bid opening.
3. Upon completion of the Project and receipt from State of an itemized statement of
the actual total cost of State's participation for the Project, Agency shall pay any
amount which, when added to Agency's advance deposit, will equal 100 percent of
actual total State costs for the Project. Any portion of said advance deposit which is
in excess of the State's total costs will be refunded or released to Agency.
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Agreement No. 29491
4. All Agency waterline and appurtenances installed by State or its contractor will
require inspections by Agency. Agency personnel will work directly with State
personnel. Agency shall not contact or communicate with State's contractor without
State's consent. Agency will provide all necessary documentation to State. State
shall present to Agency any Contract Change Order for review and written approval
by Agency.
5. Agency acknowledges and agrees that State, the Oregon Secretary of State's Office,
the federal government, and their duly authorized representatives shall have access
to the books, documents, papers, and records of Agency which are directly pertinent
to the specific Agreement for the purpose of making audit, examination, excerpts,
and transcripts for a period of six (6) years after final payment (or completion of
Project -- if applicable.) Copies of applicable records shall be made available upon
request. Payment for costs of copies is reimbursable by State.
6. Agency, by execution of Agreement, gives its consent as required by ORS
373.030(2) and ORS 105.760 to any and all changes of grade within the Agency
limits, and gives its consent as required by ORS 373.050(1) to any and all closure of
streets intersecting the highway, if any there be in connection with or arising out of
the Project covered by the Agreement.
7. Agency acknowledges and agrees that State, the Oregon Secretary of State's Office,
the federal government, and their duly authorized representatives shall have access
to the books, documents, papers, and records of Agency which are directly pertinent
to the specific Agreement for the purpose of making audit, examination, excerpts,
and transcripts for a period of six (6) years after final payment (or completion of
Project -- if applicable.) Copies of applicable records shall be made available upon
request. Payment for costs of copies is reimbursable by State.
8. Agency's Project Manager for this Project is Kim McMillan, City of Tigard — Public
Works, Construction Services Engineering Manager; 13125 SW Hall Blvd Tigard OR
97223; 503-718-2642; kim@tigard-or.gov, or assigned designee upon individual's
absence. Agency shall notify the other Party in writing of any contact information
changes during the term of this Agreement.
STATE OBLIGATIONS
1. State, or its consultant, shall conduct the necessary field surveys, environmental
studies, traffic investigations, preliminary engineering and design work required to
produce and provide final plans, specifications and cost estimates for the Project;
identify and obtain all required permits; perform all construction engineering,
including all required materials testing and quality documentation; prepare all bid and
contract documents; advertise for construction bid proposals; award all contracts;
pay all contractor costs, provide technical inspection, project management services
and other necessary functions for sole administration of the construction contract
entered into for this Project.
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Agreement No. 29491
2. State shall, upon execution of the agreement, forward to Agency a letter of request
for an advance deposit or irrevocable letter of credit in the amount of $278,297.89
for payment of waterline facilities. Requests for additional deposits shall be
accompanied by an itemized statement of expenditures and an estimated cost to
complete Project.
3. Upon completion of the Project, State shall either send to Agency a bill for the
amount which, when added to Agency's advance deposit, will equal 100 percent of
the total state costs for Project or State will refund to Agency any portion of said
advance deposit which is in excess of the total State costs for Project.
4. State shall perform the service under this Agreement as an independent contractor
and shall be exclusively responsible for all costs and expenses related to its
employment of individuals to perform the work under this Agreement including, but
not limited to, retirement contributions, workers' compensation, unemployment
taxes, and state and federal income tax withholdings.
5. All employers, including State, that employ subject workers who work under this
Agreement 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. Employers Liability insurance with coverage limits of not less
than $500,000 must be included. State shall ensure that each of its contractors
complies with these requirements.
6. State shall comply with all federal, state, and local laws, regulations, executive
orders and ordinances applicable to the work under this Agreement, including,
without limitation, the provisions of ORS 279C.505, 279C.515, 279C.520, 279C.530
and 279B.270 incorporated herein by reference and made a part hereof. Without
limiting the generality of the foregoing, State 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.
7. State's Project Manager for this Project is Heather Howe, State Utility Liaison,
ODOT — Technical Services, 4040 Fairview Ind. Drive SE, MS#2 Salem OR 97302,
503-986-3658, Heather.C.Howe@odot.state.or.us, or assigned designee upon
individual's absence. State shall notify the other Party in writing of any contact
information changes during the term of this Agreement.
GENERAL PROVISIONS
1 . This Agreement may be terminated by either Party upon thirty (30) days notice, in
writing and delivered by certified mail or in person.
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Agreement No. 29491
2. Either Party may terminate this Agreement effective upon delivery of written notice to
the other Party, or at such later date as may be established by that Party, under any
of the following conditions:
a. If the other Party fails to provide the services called for by this Agreement within
the time specified herein or any extension thereof.
b. If the other Party fails to perform any of the other provisions of this Agreement, or
so fails to pursue the work as to endanger performance of this Agreement in
accordance with its terms, and after receipt of written notice from the other Party
fails to correct such failures within ten (10) days or such longer period as the
other Party may authorize.
c. If either Party fails to receive funding, appropriations, limitations or other
expenditure authority sufficient to allow that Party, in the exercise of its
reasonable administrative discretion, to continue to advance this Project or the
terms of this Agreement.
d. If federal or state laws, regulations or guidelines are modified or interpreted in
such a way that either the work under this Agreement is prohibited or Agency is
prohibited from paying for such work from the planned funding source.
3. Any termination of this Agreement shall not prejudice any rights or obligations
accrued to the Parties prior to termination.
4. 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 State or
Agency 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. 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.
5. With respect to a Third Party Claim for which State is jointly liable with Agency (or
would be if joined in the Third Party Claim), State 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 Agency in such
proportion as is appropriate to reflect the relative fault of State on the one hand and
of Agency 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 State on the one hand and of Agency
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
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Agreement No. 29491
or prevent the circumstances resulting in such expenses, judgments, fines or
settlement amounts. State'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 State had sole liability in the proceeding.
6. With respect to a Third Party Claim for which Agency is jointly liable with State (or
would be if joined in the Third Party Claim), Agency 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 State in such
proportion as is appropriate to reflect the relative fault of Agency on the one hand
and of State 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 Agency on the one hand and of State
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. Agency'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.
7. 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.
8. This Agreement may be executed in several counterparts (facsimile or otherwise) all
of which when taken together shall constitute one agreement binding on all Parties,
notwithstanding that all Parties are not signatories to the same counterpart. Each
copy of this Agreement so executed shall constitute an original.
9. This Agreement and attached exhibits constitute 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. No
waiver, consent, modification or change of terms of this Agreement shall bind either
Party unless in writing and signed by both Parties and all necessary approvals have
been obtained. Such waiver, consent, modification or change, if made, shall be
effective only in the specific instance and for the specific purpose given. The failure
of State to enforce any provision of this Agreement shall not constitute a waiver by
State of that or any other provision.
THE PARTIES, by execution of this Agreement, hereby acknowledge that their signing
representatives have read this Agreement, understand it, and agree to be bound by its
terms and conditions.
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State/Agency
Agreement No. 29491
THE CITY OF TIGARD, by and through its STATE OF OREGON, by and through
elected officials its Department of Transportation
BY , J By
Jason ill„Region 1 Manager
Title CDate
Date /L'� 201!L �!
Date APPROVAL RECOMMENDED
APPROVED AST BY�I
LEGAL SUFFICIENCY Michell&-Tlfom, Region 1 Local Agency
Liaison
�Dunset Date 14114 ( t
Date
APPROVED AS TO LEGAL
AcgencV Contact: SUFFICIENCY
Kim McMillan, Construction Services
Engineering Manager By David Hatton,Assistant Attorney
City of Tigard —Public Works General by email dated June 17`"
13125 SW I fall Blvd. 2013
Tigard, OR 97223
503-718-2642
ltim@,tigard-or.gov
State Contact:
Heather Howe, State Utility Liaison
ODOT— Technical Services
4040 Fairview Ind_ Drive SE MS#2
Salem OR 97302
503-986-3658
Heather.C.Hovve&odot.state.or.us
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State/Agency
Agreement No.29491
EXHIBIT A—Project Location Map
STATE OF OREGON
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State/Agency
Agreement No- 29491
EKH16iT 8
PROJECT NAME Main St OR99W-Rad(:ardor(Tigard)
KEY NUMBER 15600
BID ITEM ITEM UNIT DUAN UNIT COST ITM COST
NUMBER
068"100000A UTILITY ATTACHMENT ON STRUCTURES LS 1 13,867.33 _V-13,867-33
1140-0109DWF 2 INCH POTABLE WATER PIPE,FITTINGS AND COUPLINGS WfTH FOOT 5 S 48.10 S 240.00
RESTRAINED JOINTS AND CLASS 6 BACKFILL
1140-015AMF 6 INCH POTABLE WATER PIPE,FITTINGS AND COIJPLNGS WITH FOOT 96 $ 6829 S 6,555.
RESTRAINED JOINTS AND CLASS 813ACKFILL
81
1140-011300DF 8 INCH POTABLE WATER PIPE,FITTINGS AND COUPLINGS WITH FOOT 1105 E 40.96 S 45,.258.1
RESTRAINED JOINTS AND CLASS B BACKFILL
16 INCH POTABLE WATER PIPE,FITTINGS AND COUPLINGS WITH
1140431 1700OF CLASS B BACKFK1. FOOT 701 $ 180.00 S 126160.00
1140-0195000E BLOWOFF ASSEMBLY,2 INCH EACH 5 S 1,278.13 S ti 396BS
11404300000E 8 INCH CONNECTK)N TO 2 INCH EXISTING MAIN EACH 1 $ 1,000.00 S 1 .0D
1140-030MODE 8 INCH CONNECTK)N TO 8INC H EXISTING MAIN EACH 2 S 15M.00 S 3,00000
1140-0310000E 16 INCH CONNECTQN TO 16 INCH EXISTING MAIN EACH 1 S 2.000.00 $ 0001]0
1150-0103000E 6 NCH GATE VALVE EACH 1 S 779.57 S 779.57
11504104000E 8 NCH GATE VALVE EACH 8 S 1041.58 S 8,332,64
1150-0113000E 12 INCH BUTTERFLY VALVE EACH 1 $ 2,000.00 S 2,000 00
11504115000E 16 INCH BUTTERFLY VALVE EACH 1 S 3,000.00 S 3,00010
1150.0211000E 1 INCH COMBINATION AIR RELEASFIAIR VACUUM VALVE ASSEMBLY EACH 4 $ 2,000.00 S B4OOD_0D
11604100000E HYDRANT ASSEMBLIES EACH 3 $ 2,987.22 $ 8,961.66
1170-0101ODOE 1 INCH WATER SERVICE CONNECTIONS EACH 22 S 1080.17 S 23763.74
17LW1O3000E 2 INCH WATER SERVICE CONNECTIONS EACH 7 S 147.67 S 15 69
12 INCH POTABLE WATER PIPE,FITTINGS AND COUPLINGS WITH
1140-016DOMF RESTRAINED JOINTS AND CLASS B BACKFILL FOOT 32 $6827 $2,184-64
140 0300000E EACH 11 $11,76D.001 S1,75030
TOTAL- S 278297.89
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