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Clean Water Services (Various) - Scholls Ferry Trunk Sewer Extension Phase 2 INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF BEAVERTON,CITY OF TIGARD,AND CLEAN WATER SERVICES TO CONSTRUCT THE SCHOLLS FERRY TRUNK SEWER EXTENSION PHASE 2 PROJECT NO.6649 This Agreement, dated a/I a• /as I H 2014,is between CLEAN WATER SERVICES (District), a county service district organized under ORS Chapter 451,the CITY OF BEAVERTON(Beaverton), an Oregon Municipality, and the CITY OF TIGARD (Tigard), 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,Tigard, and Beaverton intend to undertake the Scholls Ferry Trunk Sewer Extension Phase 2 Project(Project)to extend gravity sewer from Barrows Road westward to Scholls Ferry Road and to connect two segments of existing water line. This Project has been endorsed by the Capital Improvement Program Prioritization Committee. NOW, THEREFORE,the parties agree as follows: B. PROJECT DESCRIPTION The sanitary sewer improvement portion of the Project consists of constructing approximately 690 linear feet of 24-inch diameter sanitary sewer, 555 linear feet of 21-inch diameter sanitary sewer, 50 linear feet of 8-inch diameter sanitary sewer, and nine manholes from the eastern terminus of a storm water facility access road along the southern side of SW Scholls Ferry Road to a point 1,243 feet eastward on Barrows Road as shown in Exhibit A (Sanitary Work). The water improvement portion of the Project consists of constructing approximately 350 linear feet of 18-inch diameter water line with appurtenances from the western side of the traffic circle at SW Barrows Road, extending to the intersection of SW Barrows Road and SW Scholls Ferry Road(Water Work). Beaverton will design the Project, select the construction contractor, and administer the construction contract for the Project. C. DEFINITIONS 1. Beaverton Planning and Design Cost—Beaverton labor and benefit costs and consultant costs paid by Beaverton associated with the services outlined in Section E.1-22. Page 1 —Intergovernmental Agreement 2. Capital Improvement Program Prioritization Committee—The Committee established by District and the Member Cities of Beaverton, Cornelius, Forest Grove,Hillsboro, Tigard, Tualatin, and Sherwood to identify and prioritize sanitary and storm system improvement projects throughout District's service area. 3. Sewer Cost- Includes the cost of all line items,bid schedules, restoration work, change orders, any associated restoration work, Beaverton Planning and Design Cost, overhead,bidding, inspection and project administration that can be accurately allocated to installation of the sanitary sewer and the prorated share of all general construction line items(mobilization, work zone traffic control, erosion control)as described in the Project Description for Sanitary Work, and any other costs associated with bidding and installing or modifying the new sanitary sewer line. Sewer Cost will also include costs associated with the repair of the water vault necessitated by damage to the vault during construction of the Sanitary Work. 4. Water Cost—Includes the cost of all line items, bid schedules, restoration work, change orders, any associated restoration work, design, overhead, bidding, inspection and project administration that can be accurately allocated to the water line and the prorated share of all general construction line items (mobilization, work zone traffic control, erosion control)as described in the Project Description for Water Work, and any other costs associated with bidding and installing or modifying the new water line. D. DISTRICT OBLIGATIONS District shall: 1. Provide direction to Beaverton on the anticipated capacity requirements of sewer lines larger than 12-inches in diameter. 2. Review plans and specifications provided by Beaverton and provide comments to Beaverton within ten working days of receiving them. 3. Pay Beaverton 75%of the Sewer Cost, not to exceed$1,225,000 within 30 days of receiving and approving the invoice. The invoice must be complete and include full progress payment amounts and typical construction retainage. 4. Appoint Andrew Braun as District's Project Manager. 5. Provide approval to Beaverton of the low bidder and bid cost for the Sanitary Work within three business days. 6. Have the right to review, and approve or reject any proposed changes to the Sanitary Work such as design change, field directive, change order, or use of the contingency line item. 7. Pay none of the Water Cost. 8. Respond to requests for District's approval of changes to the Sanitary Work within 12 business hours (8:00 a.m. —5:00 p.m. Monday through Friday, excluding holidays). This Page 2—Intergovernmental Agreement includes, but is not limited to: a)authorizing any design changes, b) approving any change orders, c)authorizing use of contingency line items, or d)resolving any disagreement, dispute, delay or claim. 9. Approve final acceptance prior to making any payment. E. BEAVERTON OBLIGATIONS Beaverton shall: 1. Appoint Andrew Barrett or another employee acceptable to District, as Beaverton's Project Manager, 2. Select, contract with, and pay consultants to perform a geotechnical investigation, utility locates, boring design, environmental assessment, and other work as necessary for use in designing and obtaining permits for the Project. 3. Provide all planning, design, specifications, and permits for the Project. 4. 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 for the Project. Take the lead in coordinating public involvement related to the Project. 5. Provide Tigard and District at least ten business days to review plans and specifications for the Project at 75%, 90%, and 100%completion,and incorporate their review comments into the plans. 6. Conduct a public bidding process to construct the Project. 7. Provide timely responses to bidders' questions about the Project. If necessary, provide District with an addendum no later than five business days prior to the bid opening. 8. Provide timely response to contractor's Project information requests. 9. Require all contractors to include District and Tigard as additional insureds on insurance coverage required for construction work performed in completing the Project. 10. Administer construction of the Project and pay contractor all contract costs. 11. Construct the Project and provide construction and management services for the Project. 12. Provide construction inspection of the Project bid items including review and approval of shop drawings, submittals,and onsite inspection to determine compliance with the contract documents. Beaverton's inspector shall be onsite and responsible for enforcing all applicable specifications during all Project work, including but not limited to night work, accommodations for public traffic and work zone traffic. 13. Obtain District's approval for any proposed sewer design or other changes to the Sanitary Work. O btain District's consent before taking any of the following actions for the Sanitary Work: a)authorizing any design changes, b)approving any change orders, c) authorizing use of contingency line items. 14. Provide District written notice that the Project is complete and obtain District's approval for final acceptance of the Project prior to releasing bonds, or issuing final payment to the contractor. Page 3 —Intergovernmental Agreement 15. Provide District as-built construction drawings for the Project within 60 days after the Project is deemed complete and acceptable to District. The as-built drawings shall be provided in camera-ready hardcopy, 11 x 17 inches with a CD in both pdf and AutoCAD digital format. 16. Coordinate and participate with District and obtain District's consent before resolving any disagreement, dispute, delay or claim related to,or as a result of the Sanitary Work. 17. Provide documentation of the Project cost to District and Tigard, prior to invoicing. 18. Track Water Cost and Sewer Cost separately. 19. Pay 12.5% of the Sewer Cost, (after reimbursement from District and Tigard)not to exceed $205,000. 20. Invoice District for 75%of the Sewer Cost, not to exceed $1,225,000, upon completion of the Project. 21. Invoice Tigard for 12.5%of the Sewer Cost upon completion of the Project. 22. Invoice Tigard for 3% of the Water Cost as a contract administrative fee. 23. Invoice Tigard 100%of the Water Cost at the time the contractor's invoices are received. F. TIGARD OBLIGATIONS Tigard shall: 1. Appoint Rob Murchison or another employee acceptable to District and Beaverton as Tigard's Project Manager. 2. Provide all planning, design, specifications, and permits for the Water Work. 3. Review plans and specifications provided by Beaverton for the Project and provide comments to Beaverton within ten working days of receiving them. 4. Provide timely response to contractor's Water Work information requests. 5. Provide construction inspection and management services for the Water Work. 6. Provide construction inspection of the bid items relating to Water Work including review and approval of shop drawings, submittals, and onsite inspection to determine compliance with the contract documents. Tigard's inspector shall be onsite and responsible for enforcing all applicable specifications during all Project work, including but not limited to night work, accommodations for public traffic and work zone traffic. 7. Have the right to approve any proposed Water Work related to design change, field directive, change order,or use of the contingency line item. 8. Pay Beaverton 100%of the Water Cost within 30 days of receiving and approving the invoice. 9. Pay Beaverton, 12.5%of the Sewer Cost as bid and modified during construction,not to exceed $205,000, within 30 days of approving the invoice. The invoice shall include full progress payment amounts, including typical construction retainage. 10. Pay Beaverton 3% of the Water Cost as a contract administrative fee. Page 4— Intergovernmental Agreement 11. Show proof that funds are available prior to starting the Project. 12. Provide Beaverton as-built construction drawings for the Water Work within 30 days after the Project is deemed complete. The as-built drawings shall be provided in camera- ready hardcopy, 11 x 17 inches with a CD in both pdf and AutoCAD digital format. G. GENERAL TERMS 1. Laws and Regulations. Beaverton, Tigard and District agree to abide by all applicable laws and regulations. 2. Term of this Aizreement. 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. Beaverton,Tigard and District may amend this Agreement from time to time, by mutual written agreement. A. Proposed sewer-related 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 District and Beaverton for the Project without further approval from the Capital Improvement Program Prioritization Committee. B. The construction contract amount of the Water Work and the Sanitary Work may each be increased by up to 20% without amending this Agreement, provided the increase shall not exceed any not to exceed amount contained in this Agreement. 4. Termination, This Agreement may be terminated immediately by mutual written agreement of the parties, or by any of the parties notifying the others 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 term used in this Agreement. Acceptance or acquiescence in a course of performance rendered under this Agreement shall not be relevant to determine 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. 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 others 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 Page 5 —Intergovernmental Agreement 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. Resolution of Disputes. If any dispute out of this Agreement cannot be resolved by the project managers from each party,the Beaverton Mayor,Tigard City Manager and District's General Manager will attempt to resolve the issue. If they 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. 8. Interpretation of Aereement. 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. 9. 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. 10. Approval Reauired. 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 2)Beaverton, and 3)Tigard. Proposed changes of scope to the Sanitary Work must also be approved by the Capital Improvement Program Prioritization Committee. Page 6— Intergovernmental Agreement 11. 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 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. 12. Counterparts. This Agreement may be executed in counterparts,each of which shall be deemed to be an original, but all of which,taken together, shall constitute one and the same Agreement. CLEAN WATER SERVICES CITY OF EAVERTON,OREGO N By: By: General Maqyer or Designee Mayor or Desi// ee 6 Date: ,!�/Lo Date: �Le//-/ APPROVED AS TO FORM APPROVED�t V,SAS TO FORM \ District Couns City Counsel CITY OF TIGARD City Manager or Designee APPROVED AS TO FORM City Cot el Page 7— Intergovernmental Agreement s � EXHIBIT A SW SCHOLLS FERRY RD a SANITARY SEWER EXTENSION PHASE 2 PROJECT - r 0 0 � b 'n* Cil � O � » = a �p EKSTM21'SEWER 2r 8B 24's2NEa INS-AllcD 09=13 SEVER