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Res 1207 - Agmt Pudding River B -- COUNCIL BILL NO. 1508 RESOLUTION NO. 1207 A RESOLUTION ENTERING INTO A LETTER OF AGREEMENT WITH MARION 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 Marion 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 Marion 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 Marion 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. APPROVED: .~ !{~ L:en Kelley. Mayor , Page 1 - COUNCIL BILL NO. 1508 RESOLUTION NO. 1207 T-" '~"_._..,_.'..........' ""._.~.~." ""..~. ........ Passed by the Council Submitted to the Mayor December 13, 1993 December 14, 1993 Approved by the Mayor December 16, 1993 Filed in the Office of the Recorder ATTEST: /f7~ ""'''J Mary Tennant, City Recorder City of Woodburn, Oregon December 16, 1993 Page 2 - COUNCIL BILL NO. 1508 RESOLUTION NO. 1207 T .-- .-T....-. .--". Marion County OREGON DEPARTMENT OF SOLID WASTE MANAGEMENT DIRECTOR James V. Sears LETTER OF AGREEMENT (5031 588-5169 IIOARD OF COMMlSSlONalS Randiill Franke Gary Heer Milry Pearmine November 18, 1993 ADMINISTRATIVE OFFICER Ken Roudybush Frank Tiwari, P.E., Director City of Woodburn Public Works 270 Montgomery street Woodburn, Oregon 97071 RE: Facilities Plan study for Pudding River Area Wastewater Service Dear Mr. Tiwari: This Letter of Agreement shall serve as a legally- binding document between MARION COUNTY, a Political Subdivision of the state of Oregon, acting by and through its Board of Commissioners, hereinafter called "County", and the CITY OF WOODBURN, a Political Subdivision of the State of Oregon, acting by and througb its City council, hereinafter called "City", for completion of the project entitled: Puddinq River Basin Area. Service Provider studY. The city has requested, and the County has agreed, to participate in and contribute monies to the study. Therefore, the County and the city agree as follows: L 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 County to participate in the interview and selection process of Consultant. Consider the County'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 ~ Printed on Recycled Paper :sJ Reduce' Reuse- Recyd~' RecOV1.'r Capitol Center. 388 State Street. Suite 73S . Salem, Oregon 97301-3670 T ." Request fo~ f'~ ~<,osals, the Consultant' ~ <o,u_..1i tted Proposal, and tasks specified by the County 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. 1.4. It shall be the city's responsibility to inform the County 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 County in writing if this is the case and upon concurrence by the County this written notification shall become part of this Letter of Agreement. 1.5. The city shall submit a billing to the County in the form acceptable to the county. The billing shall be submitted,to the County after the Consultant has submitted, and the County 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 $2,500.00. 2. MARION COUNTY'S DUTIES 2.1. The County 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 County. 2.2. In accordance with the terms and conditions of this Letter of Agreement, the County 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 County 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 or 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. 3.3. This Letter of Agreement may be amended only by written instrument signed by both the City and the County. Written and signed amendments shall automatically become part of the Supporting Documents, and shall supersede any inconsistent ~' ~._._......~ 3.4. 3.5. 3.6. 3.7. 3.8. .-.- provision _n",_~in; provided, however, .:ha._ any apparent inconsistency shall be resolved, if possible, by construing the provisions to be mutually complementary and supplementary. This Letter of Agreement shall be governed by the law of the state of oregon. In the event any prov~s~on 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. Nothing contained in this Letter of Agreement shall create any contractual relations between the County and the Consultant. The monies agreed to be paid by the County to the city are based upon a preliminary cost estimate of the study costing $34,445.00. Should the study cost less than $34,445.00, the contribution by the County shall be reduced by the same percentage as the actual cost to the estimated cost. Notices relating to this Letter of Agreement shall be given to: 1. To the County: James V. Sears, Director Marion County Solid Waste Management 388 State Street, suite 735 Salem, oregon 97301-3670 2. To the city: Frank sinclair, POTW Superintendent 2815 Molalla Road Woodburn, Oregon 97071 4. SPECIAL PROVISIONS 4.1. In addition to the determination of need for acceptance and treatment of septic pumpings, there is a specific need to determine the acceptance and treatment of landfill/ash monofill leachate generated at the North Marion County Disposal Facility. 4.1.1. 4.1.2. 4.1. 3. ~- Determine facility options available for connecting the North Marion County Disposal Facility leachate collection system to the Woodburn system either as a dedicated line to the WWTP or by using the local gravity sewer conveyance system. Determine alternative options for transporting North Marion County Disposal Facility leachate to the WWTP. For Items 4.1.1. and 4.1.2., determine routes, permits and/or easements required, construction and/or transportation costs, and associated operating and maintenance costs. Determine "'~""-'-""-""-'~. . ~~~.._.._._._.'~- ..' ...."..-~--'_., . required ar.~ly~_s, and frequency of anu-,-y",_ ~ for leachate going to the WWTP. Determine the cost of leachate treatment at the WWTP on a per gallon basis, and any other options such as a Marion County contribution for capital improvement of theWWTP in return for long-term treatment of leachate from the North Marion County Disposal Facility. 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. 4.1. 4. Executed by the parties this day of , 1993. Chairman CITY OF WOODBURN CITY COUNCIL ~~~ Le Kelley, ayor MARION COUNTY BOARD OF COMMISSIONERS commissioner commissioner -12J - \- ~'~~ city R rder RECOMMENDED BY: V. Sears, Director Waste Management Craig Luedeman, Director Community Development APPROVED AS TO FORM: .APPROVED AS TO FORM: ryl,~ ~ City of Woodburn Legal Counsel Marion county Legal Counsel Contracts Coordinator ....- .....-.'