Clean Water Services - Tigard Area Water Reuse Study INTERGOVERNMENTAL AGREEMENT
BETWEEN CLEAN WATER SERVICES AND THE CITY OF TIGARD
FOR THE
TIGARD AREA WATER REUSE STUDY
This Agreement, dated , 2009, is between Clean
Water Services (Distract) and Ite City f Tigard, Oregon (City),pursuant to the authority granted
in ORS Chapter 190.
A. RECITALS
A. The District and the City propose to develop the Tigard Area Water Reuse Study
(Project)to evaluate the feasibility of expanding the reuse of effluent water from the
District's Durham Wastewater Treatment Facility to serve the City's downtown area
B The District and the City have been offered a grant from the Oregon Water Resources
Department (OWRD) to fund a portion of the Project
C. The preliminary scope of work for the Project is described in Exhibit A attached hereto
and incorporated herein The scope may change to benefit the Project as work
progresses
NOW, THEREFORE, the parties do mutually agree as follows.
B. DISTRICT OBLIGATIONS
The District shall.
1 Coordinate with the OWRD and the City to acquire the grant from the OWRD. Comply
with the OWRD grant conditions applicable to the District.
2 Serve as the OWRD's fiscal officer for the grant
3 Receive grant funds from the OWRD and distribute one-half to the City. Make payment
to the City within 30 days of receipt of money from the OWRD.
4 Designate a Distract employee to serve as Project Manager
5 Coordinate with the City to select a consultant to perform the Project work. Contract
with the selected consultant Administer and manage the consultant's Project work with
the City's input.
6 Make payments to the consultant
7 Invoice the City on a monthly basis as payments are made to the consultant The City
and the District are each responsible for one-half of the consultant's fee.
S Provide a total contribution not to exceed $50,000 toward the cost of the Project
Intergovernmental Agreement
City of Tigard and Clean Water Services
Tigard Area Water Reuse Study
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C. CITY OBLIGATIONS
The City shall.
1. Coordinate with the OWRD and the District to acquire the grant from OWRD Comply
with the OWRD grant conditions applicable to the City.
2 Designate a City employee to serve as the Assistant Project Manager.
3 Coordinate with the District to select a consultant to perform the Project work Assist the
District to administer and manage consultant's work on the Project.
4 Reimburse the District for one-half of the consultant's fee Make payment to the District
within 30 days of receipt of each mvoice from the District.
5 Provide a total contribution not to exceed $50,000 toward the cost of the Project.
D. GENERAL TERMS
1 Laws and Regulations The City and the District agree to abide by all applicable laws
and regulations
2 Term of this Agreement. This Agreement is effective from the date of execution by both
parties and shall remain in effect until the Project is complete and the parties obligations
have been fully performed
3. Indemnification. Within the limits of the Oregon Tort Claims Act, codified at ORS
30.260 through 30.300, each of the parties shall mdemnify 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 relatmg 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
4. 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.
5 Attorney Fees. If any dispute arises concerning the interpretation or enforcement of this
Intergovernmental Agreement
City of Tigard and Clean Water Services
Tigard Area Water Reuse Study
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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 nonprevailing party, including without limitation those arising before
and at any trial, arbitration,bankruptcy, or other proceeding and in any appeal
6. Termination This Agreement may be terminated immediately by mutual written
agreement of both parties, or by either of the parties notifying the other in writing, with
the termination being effective 30 days from the date of the written notice
7 Resolution of Disputes. If any dispute out of this Agreement cannot be resolved by the
project managers from each party, the City Manager and the District's General Manager
will attempt to resolve the issue. If the City Manager and the 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 shanng equally in common costs of the mediation.
In the event the dispute is not resolved in mediation, the parties will submit the matter to
arbitration. Arbitration shall be conducted pursuant to the rules and procedures of the
American Arbitration Association 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 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 constructing 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 Required. This Agreement and all amendments, modifications or waivers of
any portion thereof shall not be effective until approved by 1)the District's General
Manager or the General Manager's designee and, when required by applicable District
rules, the District's Board of Directors and 2) the City Council and the City Manager.
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
Intergovernmental Agreement
City of Tigard and Clean Water Services
Tigard Area Water Reuse Study
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and
year first written above.
CITY OF TI OREGON CLEAN WES
By: By:
City ager �� B' affiger
APPROVED AS TO FORM APPROVED AS TO FORM
1
City Attorney District Counsel
Intergovernmental Agreement
City of Tigard and Clean Water Services
Tigard Area Water Reuse Study
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r
EXHIBIT A
TO THE
INTERGOVERNMENTAL AGREEMENT
BETWEEN CLEAN WATER SERVICES AND THE CITY OF TIGARD
FOR THE
TIGARD AREA WATER REUSE STUDY p�p 4-
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PRELIMINARY SCOPE OF WORK n I t L
-h n a i zaL
Background g— a Y"
In Phase I Consultant will develop a fatal flaw analysis regarding the suitability and
feasibility of using reclaimed effluent from District to meet the City's objectives of
enhancing the downtown core area and improving the hydraulic and water quality
characteristics of Fanno Creek. Phase Il would be conducted following completion of
Phase I upon a determination that the Project should move forward with further analysis
and evaluation.
Scope of Services
Phase I
Consultant shall perform the following tasks:
Task I.1 -Kickoff Meeting
Organize and facilitate a kickoff meeting with District and City with the following
objectives and outcomes:
• Review work scope, cost sharing,budget, and schedule.
• Establish communication protocols between District, City and consultant.
• Confirm City's reuse objectives and identify Project constraints.
• Identify District's constraints and objectives.
• Finalize evaluation methodology for fatal flaw analysis.
Consultant shall prepare meeting agenda and draft and final meeting notes.
Task I.2 - Fatal Flaw Analysis/Summary Report
Consultant shall evaluate options to meet the City's reuse objectives and satisfy the
Project's established constraints. The options will be evaluated on the basis of
• ability to meet City's objectives;
• cost and cost allocation,
• water quality benefits and/or impacts,
• regulatory acceptance and compliance, and
• other factors established in the kickoff meeting.
Consultant shall prepare a draft memorandum summarizing the Project's objectives,
Project constraints, and the results of the fatal flaw analysis. This memorandum will be
finalized following the Go/NoGo Decision meeting(Task 1.3).
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Task I.3 -Go/NoGo Decision Meeting
Consultant shall organize and facilitate a meeting with City, District and consultant staff
to review the fatal flaw analysis and gain consensus on whether to move forward with
Phase II or terminate the study.
Phase II
If the conclusion from Phase I is to continue with the Project, Consultant shall perform
the following tasks:
Task II.1 -Establish Tigard Citizens Involvement Committee
Consultant will work with City to establish the Tigard Citizens Involvement Committee.
The Committee will act as a sounding board for assessing reuse opportunities and
identifying potential public acceptance issues that need to be addressed. Two meetings
are proposed with the Tigard Citizens Involvement Committee. The first meeting shall
occur prior to the planning charette and the second meeting shall be scheduled after the
technical evaluations and before the summary report is prepared.
Task II.2 -Planning Charette
Conduct a planning charette with the Citizens Involvement Committee, City and District
staff and planning study team to brainstorm opportunities for reuse and how to maximize
the benefit of using reuse water in the Tigard downtown area.
Task II.3 —Consultant shall perform a technical evaluation of available reuse water;
identify opportunities for reuse in the Tigard area, including the Green Corridor/Urban
Creek identified in the "Tigard City Center Urban Renewal Plan"; identify potential
alternatives; and the necessary capital improvements to deliver reuse water to meet the
identified demand.
Consultant shall prepare draft and final technical memoranda summarizing the results of
this evaluation. Consultant shall submit a draft memorandum to District and City for
review and address the comments received from each entity in the final memorandum.
Task II.4-Water Quality and Water Rights Impacts Evaluation
Technical evaluation of the potential impacts of reuse on Tualatin River water quality and
downstream water rights. Consultant shall prepare draft and final technical memoranda
summarizing the results of this evaluation. Consultant shall submit a draft memorandum
to District and City for review and address the comments received from each entity in the
final memorandum.
Task II.5 -Fanno Creek Enhancement
Identify and prioritize opportunities to use reuse water to offset irrigation withdrawals
and restore natural summertime flows in Fanno Creek. Consultant shall prepare draft and
final technical memoranda summarizing the results of this evaluation. Consultant shall
submit a draft memorandum to District and City for review and address the comments
received from each entity in the final memorandum.
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Task II.6- Review Workshop
Consultant shall organize and facilitate a workshop to review alternatives, technical
evaluations,public input,and draft recommendations regarding an expanded reuse
program in the City.
Task II.7 - Summary Report
Consultant shall prepare a draft and final report that summarizes objectives,public input,
the technical evaluations, and the recommendations. Consultant shall submit the draft
summary report to District and City for review and address the comments from each
entity in the final memorandum.
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