Washington County - Signals at Durham/Boones Ferry INTERGOVERNMENTAL AGREEMENT
BETWEEN
WASHINGTON COUNTY AND THE CITY OF TIGARD
INSTALLATION OF INTELLIGENT TRANSPORTATION SYSTEM ("ITS")
UPPER BOONES FERRY/DURHAM RD SIGNALS
THIS INTERGOVERNMENTAL AGREEMENT is entered into between Washington County, a
political subdivision of the State of Oregon, acting by and through its elected officials,
hereinafter referred to as "COUNTY"; and the City of Tigard, a municipal corporation, acting
by and through its City Council, hereinafter referred to as "CITY,"jointly referred to as
"PARTIES".
RECITALS
1. WHEREAS, ORS 190.010 authorizes agencies to enter into intergovernmental
agreements for the performance of any or all functions and activities that a party to the
agreement has the authority to perform; and
2. WHEREAS, CITY has an approved and funded Metropolitan Transportation Improvement
Project (MTIP) to design and construct signal improvements to SW Upper Boones Ferry
Road, a City Arterial Street, and SW Durham Road, a City Arterial Street, from Interstate
5 to Highway 99W; and
3. WHEREAS, COUNTY maintains certain public infrastructure within the Rights-of-Way of
SW Upper Boones Ferry Road and SW Durham Road by agreement with CITY; and
4. WHEREAS, CITY desires COUNTY to improve signal operation along SW Upper Boones
Ferry Road and SW Durham Road; and
5. WHEREAS, PARTIES have determined it would serve the interests of the public, and
result in considerable cost savings, for the COUNTY to manage, design and construct the
signal improvements; and
6. WHEREAS, under such authority, it is the desire of the PARTIES to enter into such an
Agreement to cooperate in the design and construction of the improvements to the traffic
signal system along SW Upper Boones Ferry Road and SW Durham Road, with the
allocation of responsibilities as detailed below; and
7. WHEREAS, it is the desire of PARTIES to enter into this agreement to allocate
responsibilities for funding, design, and construction of all the above-described
improvements.
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AGREEMENT
NOW, THEREFORE, the premise being in general as stated in the foregoing recitals, and in
consideration of the terms, conditions and covenants as set forth below, the PARTIES hereto
agree as follows:
1. PROJECT DESCRIPTION
1.1 The project work within the City includes installation of a traffic signal control system
connecting thirteen (13)traffic signals, two (2) rail crossings, one (1) crosswalk, and
potentially school speed zone signage, hereinafter collectively referred to as
"PROJECT" as shown generally on the attached Exhibit A.
2. COUNTY OBLIGATIONS
2.1 Upon execution of this Agreement, COUNTY shall assign a Project Manager to be
responsible for oversight of the PROJECT during the design, bidding and
construction phase of the PROJECT and to provide timely coordination with CITY.
2.2 COUNTY shall perform, or cause to be performed, all actions necessary for the
design and construction of the PROJECT including project management, design
and construction engineering, regulatory and land use permits and approvals, public
information, contract administration, and construction management. COUNTY shall
coordinate and administer the design and construction contracts for the PROJECT.
2.3 COUNTY shall regularly and upon request, inform and notify the CITY, through the
City assigned Project Manager, of PROJECT construction status and anticipated
completion date.
2.4 COUNTY shall perform actions regarding compensation as set forth in Article 4 —
Compensation.
3. CITY OBLIGATIONS
3.1 Upon execution of this Agreement, CITY shall assign a Project Manager to be
responsible for coordination of the PROJECT with COUNTY.
3.2 CITY shall provide timely review and comment on COUNTY design documents and
timely response to other PROJECT information requests. COUNTY agrees to
incorporate CITY comments that do not significantly impact PROJECT costs or
schedule.
3.3 CITY will review PROJECT work and may provide inspection or testing at its own
expense and may require additional and/or corrective work, at its own expense to
complete the PROJECT if, in the CITY's judgment, it is in the public interest to do so
and as may be necessary.
3.4 CITY shall coordinate and participate with COUNTY on any disagreements,
disputes, delays or claims related to or as a result of the PROJECT.
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3.5 CITY shall perform actions regarding compensation as set forth in Article 4 —
Compensation.
4. COMPENSATION
4.1 Estimated design costs are:
a. Intelligent Transportation System: Design $ 345,000
b. City of Tigard Match (10.27%) $ 39,487
c. Estimated Total Design Cost $ 384,487
4.2 Estimated construction costs are:
a. Intelligent Transportation System: Construction $ 655,000
b. City of Tigard Match (10.27%) $ 74,967
c. Estimated Total Construction Cost $ 729,967
4.3 Estimated Project costs are:
a. City of Tigard Match (10.27%) $ 114,454
b. Federal Highway Contribution $ 1,000,000
c. Estimated Total Project Cost $ 1,114,454
4.4 CITY shad provide to COUNTY a 10.27% match for the PROJECT, as approved as
part of the CITY's fiscal year 2014-2015. The CITY's match funds will be payable in
one lump sum payment upon execution of this Agreement. The costs shall include,
but are not limited to, design engineering and construction engineering consultant
services, and County administrative costs.
4.5 CITY and COUNTY understand that the design and construction costs outlined
above are estimates and are used to determine project budgets and estimated
payment amounts used within this Agreement. Notwithstanding, the estimate costs
shown above, final costs payable by the CITY to COUNTY will be based on the
actual contract amounts. However, in no event shall the CITY be obligated to pay
to COUNTY more than $114,454 for PROJECT costs. Any additional costs
associated with the PROJECT incurred by the County and/or its contractor above
the match funds, including without limitation, any cost overruns, shall be borne by
the COUNTY or COUNTY's contractor. Payments made by the CITY to the
COUNTY related to this PROJECT shall be based on actual design invoices, actual
bid prices, construction quantities and non-construction costs.
4.6 Within ninety (90) days after the completion of the construction contract, the
COUNTY shall provide the CITY with a final statement of PROJECT WORK and
bill the CITY for any remaining costs in excess of the payments already made, or
refund any excess match funds to the CITY.
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4.7 Upon the completion of the construction and completion of Record Drawings, the
COUNTY shall deliver one electronic copy and one set of reproducible Record
Drawings to the CITY, for their files.
5. GENERAL PROVISIONS
5.1 LAWS OF OREGON
The parties shall comply with all applicable laws and regulations regarding the
handling and expenditure of public funds. This Agreement shall be construed and
enforced in accordance with the laws of the State of Oregon. All relevant provisions
required by ORS Chapter 279A and 279C to be included in public contracts are
incorporated and made a part of this Agreement as if fully set forth herein.
5.2 DEFAULT
Time is of essence in the performance of the Agreement. Either party shall be
deemed to be in default if it fails to comply with any provisions of this Agreement.
The non-defaulting party shall provide the other party with written notice of default
and allow thirty (30) days within which to cure the defect.
5.3 INDEMNIFICATION
This Agreement is for the benefit of the parties only. Each party agrees to indemnify
and hold harmless the other party, and its officers, employees, and agents, from
and against all claims, demands and causes of actions and suits of any kind or
nature for personal injury, death or damage to property on account of or arising out
of services performed, the omissions of services or in any way resulting from the
negligent or wrongful acts or omissions of the indemnifying party and its officers,
employees and agents. To the extent applicable, the above indemnification is
subject to and shall not exceed the limits of liability of the Oregon Tort Claims Act
(ORS 30.260 through 30.300). In addition, each party shall be solely responsible for
any contract claims, delay damages or similar items arising from or caused by the
action or inaction of the party under this agreement.
5.4 MODIFICATION OF AGREEMENT
No waiver, consent, modification or change of terms of this Agreement shall be
binding unless in writing and signed by both parties.
5.5 DISPUTE RESOLUTION
The parties shall attempt to informally resolve any dispute concerning any party's
performance or decisions under this Agreement, or regarding the terms, conditions
or meaning of this Agreement. A neutral third ,party may be used if the parties agree
to facilitate these negotiations, with the parties sharing equally in the cost of a
neutral third party. In the event of an impasse in the resolution of any dispute, the
issue shall be submitted to the governing bodies of both parties for a
recommendation or resolution.
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5.5 REMEDIES
Subject to the provisions in paragraph 5.5, any party may institute legal action to
cure, correct or remedy any default, to enforce any covenant or agreement herein,
or to enjoin any threatened or attempted violation of this Agreement. All legal
actions shall be initiated in Washington County Circuit Court. The parties, by
signature of their authorized representatives below, consent to the personal
jurisdiction of that court.
5.7 EXCUSTED PERFORMANCE
In addition to the specific provisions of this Agreement, performance by any party
shall not be in default where delays or default is due to war, insurrection, strikes,
walkouts, riots, floods, drought, earthquakes, fires, casualties, acts of God,
governmental restrictions imposed or mandated by governmental entities other than
the parties, enactment of conflicting state or federal laws or regulations, new or
supplementary environmental regulation, litigation or similar bases for excused
performance that are not within the reasonable control to the party to be excused.
5.8 SEVERABILITY
If any one or more of the provisions contained in this Agreement is invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions of the Agreement will not be affected or impaired in any way.
5.9 INTEGRATION
This Agreement is the entire agreement of the parties on its subject and supersedes
any prior discussions or agreements regarding the same subject.
Page 5 of 7
6. TERMS OF AGREEMENT
6.1 The term of the Agreement shall be from the date of execution until the completion
of the PROJECT, but not to exceed five (5) years.
6.2 This Agreement may be amended or extended for periods of up to one (1) year by
mutual consent of the parties. It may be canceled or terminated for any reason by
either party. Termination or cancellation shall be effective thirty (30) days after
written notice to the other party, or at such time as the parties may otherwise agree.
The parties shall, in good faith, agree to such reasonable provisions for winding up
the PROJECT and paying for any additional costs as necessary.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the day and year
hereinafter written.
CITY OF TIGARD, OREGON WASHINGTON COUNTY, OREGON
Andy Duyck
MAYOR CHAIR, BOARD OF COUNTY
COMMISSIONERS
DATE: r )i;) cxv DATE: _9 -d,5 r/y
ATTEST:
CITY RECORDER 4J RECORDING CR AR
Y
APPROVED AS TO FORM: APPROVED AS TO FORM:
<LA Z,� C'E 0 -" -0,
CITY,AYTORNEY C UNTY COUNSEL
APPROVED WASHINGTON COUNTY
BOARD OF COMMISSIONERS
MINUTE ORDER# -�
DATE —~L
BY
E�ICLERKOF"i'l f30ARD
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For more informatm contact Rs"JERS&STREAMS( t]ar�f penbach,Project Manager
r Engmeennag and CCasstn Mon Se vices
_ Phony .03-ass-7800 SCALE
Fax' s03-SWe 810 Feet
Email danre�_erpenbach s.washingbm.or.us 0 375750 1,F00
Drawn by:RRR
Map Date:March 5,2414