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Lake Oswego ~ IG187002 ~ Shared Water Quality Monitoring & Water Conservation Services TC-1 INTERGOVERNMENTAL AGREEMENT FOR SHARED WATER QUALITY MONITORING AND WATER CONSERVATION SERVICES This Agreement is entered into by and between the City of Tigard ("Tigard"), an Oregon municipal corporation, and City of Lake Oswego ("Lake Oswego"), an Oregon municipal corporation, and effective as of July 1, 2017. RECITALS A. Tigard currently employs one full-time employee to serve as the Environmental Program Coordinator("EPC")to conduct water quality monitoring and reporting, as well as water conservation programs to adhere to adopted water management and conservation plans. B. Lake Oswego has one full time employee to serve as the Water Conservation Specialist ("WCS") to conduct water conservation programs to adhere to adopted water management and conservation plans, as well as one full-time employee currently performing water quality monitoring and reporting that it desires to reassign to full-time water treatment operations and maintenance. C. ORS Chapter 190.010 authorizes governmental entities such as Tigard and Lake Oswego to enter into written agreements for the performance of any or all functions and activities that either entity has the authority to perform on its own. D. Tigard and Lake Oswego are also parties to the Lake Oswego-Tigard Water Partnership ("LOT Water Partnership") which is a joint endeavor intended to create a reliable water system that delivers high-quality drinking water from the Clackamas River to the communities of Lake Oswego and Tigard. E. The parties believe it maybe more cost effective, efficient, and better serve the public to share experienced staff of another jurisdiction rather than to independently hire additional staff. Likewise, sharing personnel would meet the parties' mutual need to perform water quality monitoring and reporting for both water distribution and supply systems currently operated by the LOT Water Partnership, as well as continue mutual efforts toward water conservation programs. AGREEMENT Now, therefore, based upon the foregoing recitals which are hereby incorporated into this Agreement, the undersigned signatories, on behalf of the parties, agree as follows: 1. DEFINITIONS. As used in this Agreement,the following words and phrases have the following definitions: Page 1 - SHARED PERSONNEL SERVICES AGREEMENT 1.1 "Borrowing Party" is the governmental entity requesting and obtaining staff assistance from the other governmental entity. 1.2 "Originating Party" is the entity loaning one or more of its employees to the other governmental entity. 1.3 "Shared Employee" or "Shared Employees" is/are the employee loaned to a Borrowing Party from an Originating Party. 2. TERM. This Agreement shall begin on July 1, 2017 and continue until June 30, 2018 (the "Initial Term"), and shall automatically renew for successive one-year terms (each, a "Renewal Term") for a period of 5 years, naturally expiring on June 30, 2022, unless either party provides written notice of non-renewal at least 90 days prior to the expiration of the then-current Initial Term or Renewal Term. Notwithstanding the foregoing, this Agreement may be terminated at any time by either party in accordance with Section 10. 3. SHARED SERVICES. 3.1 Tigard shall loan its EPC to Lake Oswego for up to 20 hours per week,to perform EPC Services for Lake Oswego, including but not limited to performing water quality monitoring and reporting for the LOT Water Partnership water distribution and supply systems. The EPC Services are more fully described in the job descriptions attached Appendix A. 3.2 Lake Oswego shall loan its WCS to Tigard for up to 20 hours per week, to perform WCS Services for Tigard, including but not limited to coordinating the water treatment conservation program associated with the LOT Water Partnership. The WCS Services are more fully described in the job description attached as Appendix B. 3.3 The intent of this Agreement is that each Shared Employee will dedicate 50%of work time to provide operational support to each party, approximately 20 hours per working week, 40 hours per biweekly pay-periods, or approximately 1,040 hours annually, less applicable administrative time such as sick leave, vacation, paid time off, and holidays. 3.4 When providing services to Tigard, the Shared Employee will report to the Public Works Manager or her/his designee. When providing services to Lake Oswego, the Shared Employee will report to the Water Treatment Plant Manager or his/her designee. The Borrowing Party agrees to promptly inform the Originating Party if there are any disciplinary or performance related concerns related to a Shared Employee and cooperate with any responsive measures imposed by the Originating Party who shall have sole responsibility to ensure that disciplinary issues or performance concerns are addressed with the Shared Employee. 3.5 The specific services provided by the Shared Employees, including the job description, may be updated from time-to-time as deemed reasonable and appropriate by the Originating Party, and effective upon written notice of such changes to the Borrowing Party, Page 2 - SHARED PERSONNEL SERVICES AGREEMENT subject to an obligation to confer before any updates that affect the scope of services are finalized. 4. STATUS AND REPORTING. 4.1 Each Originating Party shall continue to serve as the employer of their respective Shared Employees. No employees will be formally transferred or otherwise become employed by a Borrowing Party pursuant to this Agreement. Each Shared Employee shall remain subject to the direction and control of their respective employer with regard to their employment including job duties, performance expectations, scheduling, salary and benefits, policies and procedures, and other aspect of the employment relationship. 4.2 Each Shared Employee will be directed to fully and accurately report any and all hours worked to his/her respective employer. This should include information that would enable the Originating Party to track the hours worked in performance of any services to the Borrowing Party. Each Originating Party will provide the Borrowing Party with accounting of such hours on a reasonable basis. 4.3 Each party is responsible for providing, reporting, and administering its own Shared Employee's leaves and benefits including paid time off, vacation, sick leave, and other mandatory leaves, as well as workers compensation insurance coverage and any liabilities related to the Shared Employee's acts within the scope of his or her employment. 4.4 Tigard and Lake Oswego are subject employers under ORS Chapter 656, and shall maintain current valid workers compensation insurance coverage throughout the period of this Agreement for their respective Shared Employees. 5. COSTS. The parties have determined that the individual costs to each party to provide the Shared Services is nearly identical and likely to remain so during the Term of this Agreement. Should there be any actual or reasonably anticipated changes in personnel, services, usage, or scheduling of the Shared Employees during the Initial Term or any subsequent Renewal Term such that the respective costs to each party are no longer reasonably equal, the parties agree to renegotiate in good faith and to reach an agreement to ensure costs continue to be reasonably equal for the remainder of the Term, and that the party whose costs are greater is made whole. For purposes of this provision, the parties agree that costs will be considered to be no longer reasonably equal if there is or may be a discrepancy of more than 10% cost differential and/or greater than 10% fluctuation between the services a party is or will be receiving as a Borrowing Entity and the services it is or will be providing as an Originating Party, or vice versa. A request for such negotiation may be triggered by either party providing written notice to the other party, which the other party must respond to within 30 days. 6. VEHICLES. 6.1 Each party will furnish a City-owned vehicle to its respective Shared Employee, appropriate for the types of job tasks and assignments necessary to provide shared operational Page 3 - SHARED PERSONNEL SERVICES AGREEMENT support, and will be responsible for costs associated with the provisions of its own vehicle, including repair, maintenance, replacement, liability, and insurance. 6.2 The parties will ensure that when the Shared Employee is performing services for a Borrowing Party, the vehicle will refer to the "LOT Water Partnership" or otherwise properly reflect the entity for which services are being performed at that time, so as to avoid confusion by the public. 6.3 The Parties recognize that each Shared Employee has similar vehicle requirements, including the types of overhead costs associated with providing a vehicle for the assigned use. Should needs change or costs increase such that they are no longer equally borne, either party may trigger a request for contribution/cost allocation as outlined in Section 5 above. 7. OVERTIME. The parties agree to keep each other informed as to any scheduling fluctuations or special needs that may result in triggering overtime obligations. Unless otherwise agreed between the parties and subject to Section 5, the Originating Party will be solely responsible for ensuring payment of any earned overtime (or accrual of compensatory time, if applicable) for its Shared Employee. 8. OBLIGATIONS OF BORROWING PARTY. Except as otherwise provided in this Agreement,the Borrowing Party shall provide the Shared Employee with all materials, equipment and appropriate work space necessary to perform the requested services. If the Shared Employee does not meet the needs or is otherwise not satisfactory to the Borrowing Party, the Borrowing Party's sole recourse shall beto notifythe Originating Partythat it no longer requiresthe services. Borrowing Party shall provide a written explanation of the deficiency/performance concerns to the Originating Party. 9. COMPLIANCE WITH LAWS. In performance of this Agreement, the parties shall at all times comply with all applicable federal, state and local laws including those related to discrimination in employment, as well as any and all applicable laws and regulations regarding the handling and expenditure of public funds. 10. TERMINATION OF AGREEMENT. Either party may terminate this Agreement by providing 30 days' written notice to the other party. 11. DEFENSE AND INDEMNIFICATION. Each party shall be solely responsible for the actions of its Shared Employee while acting within his or her authority pursuant to this Agreement. Subject to the Oregon Constitution and the limits of the Oregon Tort Claims Act, each Party agrees to hold harmless, defend, and indemnify the other party, its officers, employees and agents against any and all claims, demands, actions or suits (including all attorneys' fees and costs) arising from this Agreement where the claim, suit, action, loss, damage, injury or liability is attributable to the acts or omissions of that party's Shared Employee's performance of his or her duties under the terms of this Agreement. If any aspect of this indemnity shall be found to be illegal or invalid for Page 4 - SHARED PERSONNEL SERVICES AGREEMENT any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification. 12. DISPUTE RESOLUTION. The parties shall first attempt to informally resolve any dispute concerning this Agreement. The parties agree that in the event of an impasse in the resolution of any dispute, the issue shall be submitted to the City Managers of the two parties for recommendation or resolution. If resolution cannot be reached, a neutral third party may be used if the parties agree to facilitate these negotiations. In the event that the matter is not resolved through such informal means,the matter shall be submitted to the governing bodies for recommendation or resolution. 13. NO WAIVER. The failure by any party to enforce any provision of this Agreement shall not constitute a waiver by that party of that provision or of any other provision of this Agreement. 14. SEVERABILITY. Should any provision or provisions of this Agreement be construed by a court of competent jurisdiction to be void, invalid or unenforceable, such construction shall affect only the provision or provisions so construed, and shall not affect, impair or invalidate any of the other provisions of this Agreement which shall remain in full force and effect. 15. OREGON LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon. 16. ASSIGNMENT. Neither this Agreement nor any of the rights granted by this Agreement may be assigned or transferred by either party. 17. AMENDMENT PROVISIONS. The terms of this Agreement may be amended by mutual, written agreement of the parties. The City Managers of the respective parties may amend Section 3 of this Agreement by mutual, written agreement and without a vote of their respective City Councils. 18. MERGER. This writing is intended both as the final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties. 19. BINDING EFFECT. The terms of this Agreement shall be binding upon and inure to the benefit of each of the parties and each of their respective administrators, agents, representatives, successors and assigns. 20. APPROPRIATIONS CLAUSE. The obligations of the parties are subject to appropriations by their governing bodies. This agreement is subject to the debt limitations in the Oregon Constitution, Article XI, Section 10 and any debt limitations contained in an applicable city charter. Page 5 - SHARED PERSONNEL SERVICES AGREEMENT 21. NOTICE. Any notice under this Agreement shall be in writing and shall be effective when actually delivered or when deposited in the mail, addressed to the Parties as follows: Lake Oswego: City Manager City of Lake Oswego 380 A Avenue Lake Oswego, OR 97034 With a copy to: Water Treatment Plant Manager PO Box 369 Lake Oswego, OR 97034 Tigard: City Manager City of Tigard 13125 SW Hall Blvd. Tigard, OR 97223 With a copy to: Public Works Manager 8777 SW Burnham Street Tigard, OR 97223 22. SIGNING AUTHORITY. Each person signing this Agreement on behalf of a party hereby warrants actual authority to bind his or her respective party. CITY OF TIGARD CITY OF LAKE OSWEGO By: l�' �'/tsL By: Title: City Manager of Tigard Title: City Manager of Lake Oswego Date: -7 Date: 0A z i �7 Page 6 - SHARED PERSONNEL SERVICES AGREEMENT