Clean Water Services District - Construction of East Tigard Sewer Replacement 167 f woo 3
INTERGOVERNMENTAL AGREEMENT
BETWEEN CITY OF TIGARD AND
CLEAN WATER SERVICES FOR CONSTRUCTION OF
EAST TIGARD SEWER REPLACEMENT (D-120) PROJECT NO. 6820
This Agreement, dated :;I�f- o?,9 , is between CLEAN WATER
SERVICES (District) a county service district organiz under ORS Chapter 451 and the CITY
OF TIGARD (City) an Oregon municipal corporation.
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.
City intends to undertake the East Tigard Sewer Replacement (D-120) Project No. 6820
(Project) to provide sufficient hydraulic capacity in the sewer system. This Project has been
endorsed by the Capital Improvement Program Prioritization Committee.
NOW, THEREFORE, the parties agree as follows:
B. PROJECT DESCRIPTION
The existing 12-inch sanitary sewer running in and adjacent to Red Rock Creek between
Hunziker Road and the railroad tracks parallel to Wall Street is operating beyond its
capacity. The Project consists of relocating and upsizing 1,580 linear feet (LF) of 12-
inch diameter sanitary sewer by moving the alignment to the south, out of the creek and
across an existing parking lot to tie into the existing 24-inch trunk sewer. The Project
also includes replacing two sanitary sewer connections serving areas northeast of the
sewer line and installing 430 LF of new 8-inch diameter sanitary sewer southwest of the
replacement sewer to serve future development. See Exhibit A attached hereto for the
Project location. The capital assets resulting from the completion of this Project shall be
recognized in the financial statement of the City at 100 percent of the final cost. City will
have responsibility, care and control of the newly constructed assets and will be
responsible for ongoing maintenance, in accordance with the 2005 operating agreement
and all subsequent amendments between District and City.
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-District will assume this role,primarily for the purpose of
funding a portion of the Project.
Page 1 -Intergovernmental Agreement
3. Managing Partner—City will assume this role,primarily for the purpose of
administering the Project.
4. Project Costs—Include administration, easements, field inspection, permitting,
site restoration, design, construction, and construction administration costs for the
Project.
D. DISTRICT OBLIGATIONS
District is the Financial Partner and shall perform all tasks identified on the attached Exhibit B,
"List of Standard Obligations," for the Financial Partner, unless the task is checked"Not
Applicable."District shall assign Andrew Braun as District's Project Manager.
E. CITY OBLIGATIONS
City is the Managing Partner and shall perform all services identified on Exhibit B for the
Managing Partner, unless the Task is checked"Not Applicable." City shall assign Jeff Peck 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 re-negotiating 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.
Page 2— Intergovernmental Agreement
5. Inte agr tion. 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 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. Attorney 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 terms 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.
Page 3 — Intergovernmental Agreement
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
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
By: a�, j -f"- By:
General Mana or Designee City Manager or Designee
l
Date: �`�� / Date: '-2
APPROVED AS TO FORM APPROVED AS TO FORM
District Counsel City Atto
Page 4—Intergovernmental Agreement
Exhibit A
Project Location Map
CRYSTAL
GREENS NW DEMOLITION - - -+-j
} ' LANDSCAPE %
INC I -^ . ! j •'� r.--�
_ • l .j /' HUTTIG r
BUILDING
/ SUPPLIES Q
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LANDCARE -�• J lT z
/ AGILYX CHARTER
j POTSO DOG MECHANICAL
*PARK
- - -
-----------------WALL STREET --------------------------------
FIELDS
- - - - - ------- --FIELDS TRUST PROPERTY
CLEAN WATER SERVICES OBLIGATION
TIGARD OBLIGATION
ENWEERINO DIVISION _
PUBLIC WORKS DEPARTMENT EAST T I G A R D SEWER
'I3115 s.". ` BLVD. REPLACEMENT (D-120)
■. nWRD, 0ac00N 97213
VOICE, 503-6J9-4771
FAX. 50J-614-0751
• *WW..nc4R0-OR.GOV ATTACHMENT 'A'
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 detailed invoices of the Project Costs to Financial ❑
Partner quarterly. Invoices must include a breakdown of the costs each
party is responsible for based on whether the line is a new public or
private sewer extension serving previously unserved areas, a public sewer
line larger than 12 inches in diameter or a required reconnection of
existing sewers.
Make all required payments to the construction contractor in a timely ❑
manner.
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 100 percent of the Project Costs for all new public and private sewer ❑
extensions serving previously unserved areas. Project Costs that can't be
easily allocated to a specific section of the sewer will be split between the
Financial Partner and the Managing Partner in the same percentage as the
amount of sewer line that each party is responsible for bears to all sewer
lines in the Project. These Project Costs are subject to the Not-To-Exceed
Amount defined in Financial Partners's obligations.
Require all contractors to include Financial Partner as an additional F1
insured on insurance coverage required for construction work performed
in completing the Project.
Tkad in coordinating public involvement related to the Project. ❑
Page 6—Exhibit B — List of Standard Obligations
Intergovernmental Agreement
EXHIBIT B
LIST OF STANDARD OBLIGATIONS
Task Not Applicable
Waive permitting fees for the Project and not include them in the ❑
calculation of Project Costs to the extent that such fees are waived for City
projects.
Infiltration and Inflow Abatement proiects
Obtain written permission from 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: (please describe)
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 100 percent of the Project Costs for all public sewer ❑
lines larger than 12 inches in diameter and required reconnections of
existing sewers in an amount not to exceed $1,634,632 (Not-to-Exceed
Amount).
Pay invoices submitted by Managing Partner for actual costs incurred
within 30 days of approving the invoice. The invoice shall include full
progress payment amounts, including typical construction retainage.
Assist Managing Partner in communicating with the property owners and
Project stakeholders.
Other: Project Costs that can't be easily allocated to a specific section of El
the sewer will be split between the Financial Partner and the Managing
Partner in the same percentage as the amount of sewer line that each party
is responsible for bears to all sewer lines in the Project. These Project
Costs are subject to the Not-To-Exceed Amount.
Page 7— Exhibit B— List of Standard Obligations
Intergovernmental Agreement