Clean Water Services - Hwy 99W Median Stormwater Quality Facilities Construction Project ~ 6588 INTERGOVERNMENTAL AGREEMENT
BETWEEN CITY OF TIGARD AND
CLEAN WATER SERVICES TO CONSTRUCT
HIGHWAY 99W MEDIAN STORMWATER+QUALITY FACILITIES
PROJECT NO. 6588
This Agreement, dated "C e M �'er , 2014 is between CLEAN WATER
SERVICES (District) a county service district organized under ORS Chapter 451 and the CITY
OF TIGA.RD (City) an Oregon Municipality.
A. RECITALS
ORS 190.003 - 190.110 encourages intergovernmental cooperation and authorizes local
governments to delegate to each other authority to perform their respective functions as
necessary.
District intends to undertake the Highway 99W Median Stormwater Quality Facilities
Project No. 6588 (Project)to retrofit and construct stormwater quality swales in the median of
Highway 99W. This Project has been endorsed by the Capital Improvement Program
Prioritization Committee.
NOW,THEREFORE,the parties agree as follows:
B. PROJECT DESCRIPTION
The Project is a collaboration between the cities of Tigard and King City, ODOT and
District, to retrofit and construct 4 stormwater treatment swales in the median of Highway 99W.
The Project will provide treatment for 1.75 miles of ODOT Highway and 45 acres of commercial
and residential property. See Exhibit A attached hereto for the Project location.
C. DEFINITIONS
1. Capital Improvement Program Prioritization Committee—This Committee has
been established by District and the Member Cities of Beaverton, Cornelius,
Forest Grove,Hillsboro,Tigard, Tualatin, and Sherwood.
2. Financial Partner—City or District will assume this role,primarily for the purpose
of funding a portion of the Project.
3. Managing Partner—City or District will assume this role, primarily for the
purpose of administering the Project.
Page I —Intergovernmental Agreement
D. DISTRICT OBLIGATIONS
District is the Managing Partner and shall perform all Tasks for the Managing Partner identified
in the List of Standard Obligations, attached hereto as Exhibit B,unless the Task is checked"Not
Applicable". District shall assign Richard D. Boyle,P.E. as District's Project Manager.
E. CITY OBLIGATIONS
City is the Financial Partner and shall perform all Tasks for the Financial Partner identified in
Exhibit B unless the Task is checked "Not Applicable." City shall assign Kim,McMillan,P.E. as
City's Project Manager.
F. GENERAL TERMS
1. Laws and Regulations. City and District agree to abide by all applicable laws and
regulations.
2. Term of this Agreement. This Agreement is effective from the date the last party signs it
and shall remain in effect until the Project is complete and the parties' obligations have
been fully performed or this Agreement is terminated as provided herein.
3. Amendment of Agreement. City and District may amend this Agreement from time to
time,by mutual written agreement.
A. Proposed changes of scope during the Project implementation must be reviewed
and endorsed by the Capital Improvement Program Prioritization Committee.
Changes necessitated by conditions discovered during design or construction,but
consistent with the original scope of the Project,may be approved by the
Managing Partner without further approval.
B. The construction contract amount of the Project may be increased by up to 20%
without amending the Agreement,provided the increase shall not exceed the not to
exceed amount contained in Exhibit B.
4. Termination. This Agreement may be terminated immediately by mutual written
agreement of the parties, or by either of the parties notifying the other in writing prior to
award of a construction contract, with the termination being effective in 30 days.
5. Integration. This document constitutes the entire agreement between the parties on the
subject matter hereof and supersedes all prior or contemporaneous written or oral
understandings,representations or communications of every kind on the subject. No
course of dealing between the parties and no usage of trade shall be relevant to
supplement any ten-n used in this Agreement. Acceptance or acquiescence in a course of
performance rendered under this Agreement shall not be relevant to detennine the
meaning of this Agreement and no waiver by a party of any right under this Agreement
shall prejudice the waiving party's exercise of the right in the future.
Page 2--Intergovernmental Agreement
6. Indemnification. Within the limits of the Oregon Tort Claims Act,codified at ORS
30.260 through 30.300, each of the parties shall indemnify and defend the other and their
officers, employees, agents, and representatives from and against all claims, demands,
penalties, and causes of action of any kind or character relating to or arising from this
Agreement(including the cost of defense thereof,including attorney fees) in favor of any
person on account of personal injury,death, damage to property, or violation of law,
which arises out of,or results from, the negligent or other legally culpable acts or
omissions of the indemnitor, its employees, agents, contractors or representatives.
7. Attorne.ry Fees, If any dispute arises concerning the interpretation or enforcement of this
Agreement or any issues related to the U.S. Bankruptcy Code (whether or not such issues
relate to the terns of this Agreement),the prevailing party in any such dispute shall be
entitled to recover all of its attorney fees,paralegal fees, costs, disbursements and other
expenses from the non-prevailing party, including without limitation those arising before
and at any trial, arbitration,bankruptcy, or other proceeding and in any appeal.
8. Resolution of Disputes. If any dispute out of this Agreement cannot be resolved by the
project managers from each party,the City Manager and District's General Manager will
attempt to resolve the issue. If the City Manager and District's General Manager are not
able to resolve the dispute, the parties will submit the matter to mediation, each party
paying its own costs and sharing equally in common costs. In the event the dispute is not
resolved in mediation,the parties will submit the matter to arbitration. The decision of
the arbitrator shall be final, binding and conclusive upon the parties and subject to appeal
only as otherwise provided in Oregon law.
9. Interpretation of Agreement.
A. This Agreement shall not be construed for or against any party by reason of the
authorship or alleged authorship of any provision.
B. The paragraph headings contained in this Agreement are for ease of reference
only and shall not be used in construing or interpreting this Agreement.
10. Severability/Survival. If any of the provisions contained in this Agreement are held
illegal,invalid or unenforceable, the enforceability of the remaining provisions shall not
be impaired. All provisions concerning the limitation of liability,indemnity and conflicts
of interest.shall survive the termination of this Agreement for any cause.
11. Approval Required. This Agreement and all amendments,modifications or waivers of
any portion thereof shall not be effective until approved by 1)District's General Manager
or the General Manager's designee and when required by applicable District rules,
District's Board of Directors and 2) City. Proposed changes of scope must also be
approved by the Capital Improvement Program Prioritization Committee.
12. Choice of Law/Venue. This Agreement and all rights, obligations and disputes arising
out of the Agreement shall be governed by Oregon law. All disputes and litigation
Page 3 —Intergovernmental Agreement
1
arising out of this Agreement shall be decided by the state courts in Oregon. Venue for
all disputes and litigation shall be in Washington County, Oregon.
CLEAN WATER SERVICES CITY OF TIGARD, OREGON
General Mger or Designee City Manager or Designee
Date: ' '' Date: 2 S LQI 4-
APPROVED AS TO FORM APPROVED AS TO FORM
11h i ML- AA
4414A z %L/v
District Coun l City Coun 1
Page 4—Intergovernmental Agreement
Exhibit A
Project Location Map
1-110FIWAY 99W MEDIAN STORM WATER QUALITY FACILITIES
PROJEc,r NO.6588 EXHIBIT A
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Page 5—Exhibit A- Project Location Map
Intergovernmental Agreement
EXHIBIT B
LIST OF STANDARD OBLIGATIONS
Task Not Applicable
Managing Partner shall:
Provide Financial Partner at least ten days to review the plans and
specifications for the Project and incorporate Financial Partner's
comments into the plans.
Provide any required notice and communicate with the neighborhood
and property owners within the Project limits. Respond to public
calls arising from work being completed under this Agreement.
Prepare and submit invoices of the Project costs to Financial Partner
. (Insert the applicable timing requirement
e.g. "quarterly"or"upon completion of the Project".)
Make all required payments to the construction contractor.
Prepare and submit a Project summary of completed tasks to
Financial Partner with each invoice,
Prepare all contracts and bid documents, advertise for bids, and select
a construction contractor for the Project.
Construct the Project and provide construction inspection and
management services for the Project.
If requested,hold progress meetings with Financial Partner during
the field investigation and design phases of the Project. Financial
Partner may review options and provide input on the Project.
Pay percent of the following costs for the Project:
administration, easements, field inspection,design, construction and
construction administration(Project Costs).
Require all contractors to include Financial Partner as an additional
insured on insurance coverage required for construction work
performed in completing the Project.
Take the lead in coordinating public involvement related to the
Proj ect.
Waive any land use or permit fees(except plumbing inspection fees)
for work related to the Pro'ect.
City currently has sewer fund balances, including a sewer
development charge(SDC)balance. City has been allowed to retain
these balances to "spend down"on sewer-related projects within the
City, regardless of funding responsibilities. Funding for the Project
shall include$ from City's existing sewer fund
balances.
Page 6—Exhibit B—List of Standard Obligations
Intergovernmental Agreement
EXHIBIT B
LIST OF STANDAR_ D OBLIGATIONS
Task Not Applicable
Infiltration and Inflow Abatement ro'ects
Obtain written permission£rom each property owner to
inspect their sanitary sewer lateral and to line or replace it if
deficient.
Establish whether each property has a cleanout at the
structure. If no cleanout exists, Managing Partner will install
one.
Inspect and evaluate each sanitary sewer lateral and main with
a television camera. Managing Partner will line or replace all
deficient sewer laterals and mains.
Other: District will maintain the facilities described in this
Agreement pursuant to an agreement with the Oregon Department of
Transportation.
Financial Partner shall:
Review the plans and specifications for the Project and provide
Managing Partner with written comments and/or approval within 10
days of receiving them.
Have the right to approve the final acceptance of the Project after
construction.
Pay Managing Partner percent of the Project Costs. z
Pay invoices submitted by Managing Partner for actual costs incurred z
within 30 days of approving the invoice. The invoice shall include
full progress payment amounts,including typical construction
retainage.
Pay a total not to exceed of$62,850 toward the cost of the Project
prior to December 31, 2014,
Assist Managing Partner in communicating with the property owners
and Project stakeholders,
Page 7—Exhibit B—List of Standard Obligations
Intergovernmental Agreement