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Res 1214 - Agmt Pudding River B COUNCIL BILL NO. 1518 RESOLUTION NO. 1214 A RESOLUTION ENTERING INTO A LETTER OF AGREEMENT WITH CLACKAMAS COUNTY FOR COMPLETION OF A PROJECT ENTITLED: PUDDING RIVER BASIN AREA, SERVICE PROVIDER STUDY AND AUTHORIZING THE MAYOR AND CITY RECORDER TO SIGN SUCH AGREEMENT. WHEREAS, The Woodburn City Council agreed nearly a year ago that a regional approach to wastewater services be investigated, and WHEREAS, Twelve jurisdictions, including Clackamas County, agreed to participate and fund a project entitled: Pudding River Basin Area, Service Provider Study, and WHEREAS, The Woodburn City Council approved Resolution 1204 on November 22,1993 authorizing entering into an agreement with Gordon l. Merseth, P.E. to prepare the service provider study, and WHEREAS, It is in the best interest of the city to formalize with Clackamas County their participation and cost sharing responsibilities for preparation of the service provider study, NOW, THEREFORE THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City of Woodburn enter into a letter of agreement which is attached as Exhibit "A" and by this reference incorporated herein with Clackamas County for completion of a project entitled: Pudding River Basin, Service Provider Study. Section 2. That the Mayor and City Recorder are authorized to sign said agreement on behalf of the City of Woodburn. r-y;~~ Approved as to form: City Attorney J/2o/~~ Date I . APPROVED: ~ <~ en Kelley, Mayor Page 1 - COUNCIL BILL NO. 1518 RESOLUTION NO. 1214 r - - .-----T""'----.- Passed by the Council January 24, 1994 Submitted to the Mayor January 25, 1994 Approved by the Mayor January 26, 1994 Filed in the Office of the Recorder January 26. 1994 ATTEST: jYJ ~j- Mary T~t, City Recorder City of Woodburn, Oregon Page 2 - COUNCIL BILL NO. 1518 RESOLUTION NO. 1214 CLACKAMAS COUNTY Department of Utilities People serving people with PRIDE HELENE K. LICHTMAN DIRECTOR LETTER OF AGREEMENT December 30,1993 Frank Tiwari, P.E., Director City of Woodburn Public Works 270 Montgomery Street Woodburn, Oregon 97071 RE: Study for pudding River Basin Area Wastewater Service Dear Mr. Tiwari: This Letter of Agreement shall serve as a legally-binding document between the TR1- CITY SERVICE DISTRICT, a County Service District, acting by and through its Governing Body, the Board of Commissioners of Clackamas County, Oregon, hereinafter called "District", and the CITY OF WOODBURN, a Political Subdivision of the State of Oregon, acting by and through its City Council, hereinafter called "City", for completion of the project entitled: puddina River Basin Area Service Provider Studv. The City has requested, and the District has agreed, to participate in and contribute monies to the study. therefore, the District and the City agree as follows: 1. CITY OF WOODBURN'S DUTIES 1.1. Request proposals from private industry for completion of general and specific tasks relating to the study. Invite and permit the District to participate in the interview and selection process of Consultant. Consider the District's recommendations in selecting the Consultant. 1.2 Enter into an agreement with the selected Consultant for the performance of professional services specified in the City's Request for Proposals, the Consultant's submitted Proposal, and tasks specified by the District for completion of the study. 1.3. The City shall be responsible to ensure that the Consultant, Consultant officers, Consultant agents, and Consultant employees perform their duties under this Agreement in conformance with the Public Contract Laws of ORS Chapter 279, the Worker's Compensation Law and any other law, ordinance, and regulation. EXHIBIT "A" 902 Abernethy Road . Oregon City, OR 97045 . (503) 650-3323 . FAX '(503) 650-3026 "'-'-"."--~"---_.'_.~._- December 30, 1993 Page 2 " " 1.4. It shall be the City's responsibility to inform the District as soon as it is apparent that conditions have changed requiring modification to the contract between the City and the Consultant. This includes anything encountered in field investigations, research, or preliminary conclusions from studies. The City shall notify the District in writing if this is the case and upon concurrence by the District this written notification shall become part of this Letter of Agreement. 1.5. The City shall submit a billing to the District in the form acceptable to the District. The billing shall be submitted to the District after the Consultant has submitted, and the District has accepted, the technical report due at the end of each major task listed in the City's Request for Proposals. Each billing shall be for not more than $2,500.00 2. TRI-CITY SERVICE DISTRICTS DUTIES 2.1 The District shall provide monies (not to exceed $10,000.00) as its contribution to the study for completion of tasks listed in the City's Request for Proposals, the Consultant's Proposal, and specific tasks required by the District. 2.2 In accordance with the terms and conditions of this Letter of Agreement, the District shall pay the City at the times and in the manner specified in Item 1.5. Such payment shall be within 30 days after receiving the billing from the City. 3. GENERAL PROVISIONS 3.1. City shall ensure all work performed by Consultant shall be performed according to the terms and conditions of the City's request for Proposals, the Consultant's Proposal, and tasks specified by the District for completion of the study. 3.2. This Letter of Agreement may be terminated by either party upon 21 days written notice in the event of substantial failure to perform in accordance with the terms of this Letter of Agreement by the other party through no fault of the terminating party. If this Letter of Agreement is terminated, the City shall be paid for services performed by the consultant to the date of termination specified in such notice. Such payment shall not exceed $2,500.00. 1 1 ". -----_._._.~~.~.,-.....~."._---~-_. December 30, 1993 Page 3 3.3. This Letter of Agreement may be amended only by written instrument signed by both the City and the District. Written and signed amendments shall automatically become part of the Support Documents, and shall supersede any inconsistent provision therein; provided, however, that any apparent inconsistency shall be resolved, if possible, by construing the provisions to be mutually complementary and supplementary. 3.4. This Letter of Agreement shall be governed by the law of the State of Oregon. 3.5. In the event any provision of this Letter of Agreement shall be held to be invalid and unenforceable, the remaining provision (s) shall be valid and binding upon the parties. One or more waivers by either party of any provision, term, condition, or covenant shall not be construed by the other party as a waiver of a subsequent breach by the other party. 3.6. Nothing contained in this Letter of Agreement shall create any contractual relations between the District and the Consultant. 3.7. The monies agreed to be paid by the District to the City are based upon a preliminary cost estimate of the study costing $36,000.00, and this cost shall not be exceeded without written consent of all participating parties. Should the study cost less than $36,000.00, the contribution by the District shall be reduced by the same percentage as the actual cost to the estimated cost. 3.8. Notices relating to this Letter of Agreement shall be given to: 1. To the District: Bruce W. Erickson, P.E. Clackamas County Department of Utilities 902 Abernethy Road Oregon City, Oregon 97045 2. To the City: Frank Sinclair, POTW Superintendent 2815 Molalla Road Woodburn, Oregon 97071 ~.. I .. r .. . ...- ......~.._-_..-r-.----_._._..__..._--. --. December 30, 1993 Page 4 This Letter of Agreement is hereby made and agreed to by the principal parties, and shall be binding upon the heirs, executors, administrators, successors and assigns of the principal parties. Executed by the parties this ,1994. day of CITY OF WOODBURN CITY COUNCIL CLACKAMAS COUNTY BOARD OF COMMISSIONERS, Governing Body of TRI-CITY SERVICE DISTRICT Len Kelley, Mayor Chair Commissioner City Recorder Commissioner RECOMMENDED BY: Helene Lich an, Director Clackamas ounty Department of Utilities AP= AtO FORM: District Counsel '4- APPROVED AS TO FORM: /f.J/cr-- ~ City of Woodburn Legal Counsel <.-"'... ,.~-"--~---'-'_.'--""' "...~'"..,._....~