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HomeMy WebLinkAbout2015-120 Agrmt - ODOT No 28833 - Welcome Ctr Misc. Contracts and Agreements No. 28833 COOPERATIVE IMPROVEMENT AGREEMENT To Provide Water and Sewer Services to Siskiyou Welcome Center and Rest Area City of Ashland THIS AGREEMENT is made and entered into by and between the STATE OF OREGON, acting by and through its Department of Transportation, hereinafter referred to as "State;" and the CITY OF ASHLAND, acting by and through its elected officials, hereinafter referred to as "Agency," both herein referred to individually or collectively as "Party" or "Parties." RECITALS 1. Interstate 5 (Pacific Highway No. 1, 1-5), is a part of the state highway system under the jurisdiction and control of the Oregon Transportation Commission (OTC). 2. By the authority granted in Oregon Revised Statutes (ORS) 190.110 366.572 and 366.576, State may enter into cooperative agreements with counties, cities and units of local governments for the performance of work on certain types of improvement projects With the allocation of costs on terms and conditions mutually agreeable to the contracting parties. 3. State closed the former Siskiyou Welcome Center and Rest Area (SWCRA) in 1997. Jackson County approved the land use application to construct a replacement SWCRA and to permit the extension of water and sewer services to this facility, which is to be located at 1-5, Mile Point 12.5 near Crowson Road and just outside the Agency Urban Growth Boundary in Jackson County hereinafter referred to as "Site". 4. In 2011, Agency approved State's request to extend water and enhancement of sewer to the SWCRA facility with conditions. 5. Of those conditions in the Agency's 2011 decision, the relevant ones in this case were that: a. The State was to complete the development of the SWRCA in four years or June 21,2015-,and b. The State and the Agency were to draft and execute an intergovernmental agreement that ensures funding of construction and operation that is acceptable to the Mayor and Council of the City of Ashland. Page 1 Key No. 09436 09-04-13 Agency/State Agreement No. 28833 6. On February 17, 2015, the Agency agreed by resolution to waive the four year deadline to complete development of the SWRCA. The Agency, however, retained the requirement for an intergovernmental agreement to ensure funding of construction and operation that is acceptable to the Mayor and Council, which is represented by this Cooperative Improvement Agreement. Furthermore, this Agreement is intended to address under what conditions the Agency has authority to terminate water service to SWCRA. NOW THEREFORE, the facts being as stated in the foregoing Recitals, it is agreed by and between the Parties hereto that the following is of material essence to this Agreement: TERMS OF AGREEMENT 1. Under such authority, State and Agency agree State shall design and construct new water and sewer line services to the SWCRA facilities, hereinafter referred to as "Project." The Project is the extension of a new potable-use water line and the enhancement of an existing sewer line to the Site. Among other terms and conditions under State Obligations listed below, potable water provided by Agency will not be used for irrigation purposes on the Siskiyou Rest Area site. The location of the Project is approximately as shown on the sketch map attached hereto, marked Exhibit A, and by this reference made a part hereof. 2. The Project will be financed at an estimated cost of $300,000 in state funds. The estimate for the total Project cost is subject to change. State shall be responsible for Project costs beyond the estimate. 3. This Agreement shall become effective on the date all required signatures are obtained and shall remain in effect for the purpose of ongoing operation and maintenance responsibilities, in perpetuity. The Project shall begin construction at the earliest possible opportunity following the date of final execution of this Agreement by both Parties, and once begun, the extension of water and sewer lines shall be completed within two (2) calendar years. AGENCY OBLIGATIONS 1. Agency shall allow the extension and hook up of water service and sewer service to the SWCRA facility within two (2) weeks of request from State. 2. Agency shall invoice State for governmental use of water and sewer services extending outside of the Agency's city limits for the SWCRA facility. 3. All employers, including Agency, that employ subject workers who work under this Agreement in the State of Oregon shall comply with ORS 656.017 and provide the required Workers' Compensation coverage unless such employers are exempt under ORS 656.126. Employers Liability insurance with coverage limits of not less than $500,000 must be included. Agency shall ensure that each of its contractors complies with these requirements. Page 2 Key No. 09436 09-04-13 Agency/State Agreement No. 28833 4. Agency acknowledges and agrees that State, the Oregon Secretary of State's Office, the federal government, and their duly authorized representatives shall have access to the books, documents, papers, and records of Agency which are directly pertinent to the specific Agreement for the purpose of making audit, examination, excerpts, and transcripts for a period of six (6) years after final payment (or completion of Project if applicable.) Copies of applicable records shall be made available upon request. Payment for costs of copies is reimbursable by State. 5. Agency certifies and represents that the individual(s) signing this Agreement has been authorized to enter into and execute this Agreement on behalf of Agency, under the direction or approval of its governing body, commission, board, officers, members or representatives, and to legally bind Agency. 6. Agency's Project Manager for this Project is Dave Kanner, City Administrator, 20 East Main, Ashland, OR 97520, 541-488-6002, dave.kanner(a.ashland.or.us, or assigned designee upon individual's absence. Agency shall notify the other Party in writing of any contact information changes during the term of this Agreement. STATE OBLIGATIONS 1. State shall pay all fees for governmental water and sewer rates for services extending outside of the Agency's city limits. State shall comply with Agency's water and sewer services ordinances and resolutions, including Agency system-wide orders or requests to condition and/or curtail customer water usage. State is a government agency for purposes of curtailment. 2. State shall be responsible for 100 percent of use of water and sewer service costs associated with the SWCRA. State shall require the Agency to send invoices directly to State. 3. State agrees to use Agency supplied water for potable purposes only and agrees State will not use Agency's supplied water for irrigation purposes. 3.1 Potable water volume use from the City of Ashland water system will not exceed an average of 200 cubic feet per day unless otherwise agreed. Willful violations are subject to Ashland Municipal Code 14.06.090. 3.2 State will observe and comply with findings, conclusions, and resulting decision of Jackson County Ordinance 2014-1 as supported by the Jackson County Planning Commission's recommendation as adopted as it relates to three year minimum irrigation water supply and replacement of landscape vegetation. 3.3 Where practical and in concert with Jackson County land use conditions of approval, State will design the site to maximize water conservation such as enlarging water storage capacity, installing water conservation fixtures, planting drought resistant landscape vegetation, and the use or recycling of gray water. 3.4 State will maintain all potable water usage records relating to this Agreement. in an Page 3 Key No. 09436 09-04-13 Agency/State Agreement No. 28833 annual report. In addition, the State will maintain and cause its tenant to maintain any other records pertinent to this Agreement in such a manner as to clearly document State's performance hereunder. The State acknowledges and agrees that Agency and its duly authorized representatives shall have access to such records and to all other books, documents, electronic files, papers, plans and writings of the State and/or its tenant that are pertinent to this Agreement for the purpose of performing examinations and audits, and making excerpts and transcripts. 4. State will provide in any lease agreement of the Welcome Center, or in the case of the existing Cooperative Improvement Agreement No. 28940, to be amended to provide for: 4.1. When open to the public, the Welcome Center will be staffed in a manner generally consistent with the intent of Exhibit "B". Welcome Center staff will be screened in a manner that is consistent with state and federal law and tenant's normal business practices. 4.2 The tenant will accommodate volunteers. 4.3. Tenant will provide Wi-Fi services and public access to an electrical outlet or charging station for handheld electronic devices. This provision may be altered to accommodate communication technology advances that occur over the duration of the lease. 5. State shall ensure that the Siskiyou Welcome Center facility include space for an Oregon State Police work center. 5.1 State will provide Ashland Police Department and the Ashland Fire and Rescue Department the entry gate access code to permit emergency vehicle (which includes police patrol vehicles) access to the Site by means of the approved access road to the Site in addition to the freeway access for such purposes as to provide a physical presence to secure against criminal and other unlawful and nuisance activities, and for such purposes as to perform public safety, crime and fire fighting and prevention duties. (See Conditions of Approval, Item 11, LPR2007-00008, p. 43) 5.2 State will install closed circuit television cameras (CCTV) according to Conditions of Approval, Item 26 of LPR2007-00008, p. 45. 5.3 The fence along Crowson Road will include gating that is continuously locked to allow access only for authorized personnel and vendors operating the Welcome Center and emergency and law enforcement personnel. The gate will be secured with barbed wire. 5.4 State will utilize best practices to install adequate security lighting while maintaining "Dark Skies" standard consistent with Jackson County LPR 2007-00008 Condition 10. Page 4 Key No. 09436 09-04-13 Agency/State Agreement No. 28833 5.5 State will designate a "Smoking Area" in a designated outside area that is safe from fire hazards and provide an adequate number of cigarette butt containers. State will enforce a "No Smoking" policy in areas where Smoking is prohibited. 5.6 A first aid kit and a defibrillator will be stored at the Welcome Center. 5.7 The Welcome Center building will be constructed with an interior fire sprinkler system contingent upon City approval to extend the water line, and will install a fire hydrant and remote meter. 6. Where reasonably practical, State will fully design and install fire safety measures comprising the Welcome Center site and water system, which shall include, but not be limited to, building with fire resistant or non-combustible materials and roofing, a minimum 2-inch water outlet, firewise landscaping as approved by Jackson County, defensible space guidelines and weed abatement protocols, smoking areas located in areas away from the buildings that are safe from fire hazards and signage. 7. ODOT will comply with the Integrated Vegetation Statewide Management Plan and where reasonably practical, State will comply with Ashland Municipal Code Chapter 9.28 requirements for any application of pesticides, herbicides, and growth retardants on the SWCRA site. 8. State will comply with all terms, findings, and conditions or approval under the land use actions of Jackson County Ordinance that include 2009-7 together with 2011-9 and all adopted findings, conclusions, recommendations and conditions under LPR2007-00008, and 2014-1 with adopted finding, conclusions, recommendations and conditions under LPR2013-0005. 9. State certifies, at the time this Agreement is executed, that sufficient funds are available and authorized for expenditure to finance costs of this Agreement within State's current appropriation or limitation of the current biennial budget. 10. State, or its consultant, shall conduct the necessary field surveys, environmental studies, traffic investigations, preliminary engineering and design work required to produce and provide final plans, specifications and cost estimates for the Project; identify and obtain all required permits; perform all 'construction engineering, including all required materials testing and quality documentation; prepare all bid and contract documents; advertise for construction bid proposals; award all contracts; pay all contractor costs, provide technical inspection, project management services and other necessary functions for sole administration of the construction contract entered into for this Project. 11. State shall be responsible for all costs associated with construction and installation of the Project. 12. State shall cause to be relocated or reconstructed, all privately or publicly owned utility conduits, lines, poles, mains, pipes, and all other such facilities of every kind and nature where such relocation or reconstruction is made necessary by the plans of the Project. Page 5 Key No. 09436 09-04-13 Agency/State Agreement No. 28833 13.State shall construct the Welcome Center and Safety Rest Area as one construction project. 14. State's Project Manager for this Project is Tim Fletcher, Project Manager, 100 Antelope Road, White City, OR 97503, timothy.w.fletcher(Dodot.state. or.us, or assigned designee upon individual's absence. State shall notify the other Party in writing of any contact information changes during the term of this Agreement. GENERAL PROVISIONS 1. This Agreement may be terminated by mutual consent of both parties. 2. This Agreement may be terminated by either Party upon thirty (30) days' notice in writing and delivered by certified mail or in person, under, under any of the following conditions: a. If either Party fails to provide services called for by this Agreement within the time specified herein or any extension thereof. b. If either Party fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement in accordance with its terms, and after receipt of written notice from State fails to correct such failures within ten (10) days or such longer period as State may authorize. C. If State fails to receive funding, appropriations, limitations or other expenditure authority sufficient to allow State, in the exercise of its reasonable administrative discretion, to continue to make payments for performance of this Agreement. d. If federal or state laws, regulations or guidelines are modified or interpreted in such a way that either the work under this Agreement is prohibited or State is prohibited from paying for such work from the planned funding source. e. If State uses Agency supplied water for irrigation purposes or willfully violates those conditions set forth in the respective obligations dictated above. 3. Any termination of this Agreement shall not prejudice any rights or obligations accrued to the Parties prior to termination. 4. If any third party makes any claim or brings any action, suit or proceeding alleging a tort as now or hereafter defined in ORS 30.260 ("Third Party Claim") against State or Agency with respect to which the other Party may have liability, the notified Party must promptly notify the other Party in writing of the Third Party Claim and deliver to the other Party a copy of the claim, process, and all legal pleadings with respect to the Third Party Claim. Each Party is entitled to participate in the defense of a Third Party Claim, and to defend a Third Party Claim with counsel of its own choosing. Receipt by a Party of the notice and copies required in this paragraph and meaningful opportunity for the Party to participate in the investigation, defense and settlement of the Third Party Claim with counsel of its own choosing are conditions precedent to that Party's liability with respect to the Third Party Claim. 5. With respect to a Third Party Claim for which State is jointly liable with Agency (or would be if joined in the Third Party Claim), State shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Agency in such proportion as is appropriate to reflect the relative Page 6 Key No. 09436 09-04-13 Agency/State Agreement No. 28833 fault of State on the one hand and of Agency on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of State on the one hand and of Agency on the other hand shall be determined by reference to, among other things, the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. State's contribution amount in any instance is capped to the same extent it would have been capped under Oregon law, including the Oregon Tort Claims Act, ORS 30.260 to 30.300, if State had sole liability in the proceeding. 6. With respect to a Third Party Claim for which Agency is jointly liable with State (or would be if joined in the Third Party Claim), Agency shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by State in such proportion as is appropriate to reflect the relative fault of Agency on the one hand and of State on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of Agency on the one hand and of State on the other hand shall be determined by reference to, among other things, the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. Agency's contribution amount in any instance is capped to the same extent it would have been capped under Oregon law, including the Oregon Tort Claims Act, ORS 30.260 to 30.300, if it had sole liability in the proceeding. 7. The Parties shall attempt in good faith to resolve any dispute arising out of this Agreement. In addition, the Parties may agree to utilize a jointly selected mediator or arbitrator (for non-binding arbitration) to resolve the dispute short of litigation. 8. This Agreement may be executed in several counterparts (facsimile or otherwise) all of which when taken together shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same counterpart. Each copy of this Agreement so executed shall constitute an original. This Agreement and attached exhibits constitute the entire agreement between the Parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. No waiver, consent, modification or change of terms of this Agreement shall bind either Party unless in writing and signed by both Parties and all necessary approvals have been obtained. Such waiver, consent, modification or change, if made, shall be effective only in the specific instance and for the specific purpose given. The failure of State to enforce any provision of this Agreement shall not constitute a waiver by State of that or any other provision. THE PARTIES, by execution of this Agreement, hereby acknowledge that their signing representatives have read this Agreement, understand it, and agree to be bound by its terms and conditions. Page 7 Key No. 09436 09-04-13 SEE NEXT PAGE FOR SIGNATURES Page 8 Key No. 09436 09-04-13 This Project is in the 2012-2015 Statewide Transportation Improvement Program, Key #09436 that was adopted by the Oregon Transportation Commission on March 21, 2012, (or subsequently approved by amendment to the STIP). CITY OF ASHLAND, by and through its STATE OF OREG, N, by and through its elected officials _ Departmer~#'of Transportation By By Rer6on 3 Manag r Date ,-Date APPROVAL RECOMMENDED By Date ~ ACS By 4 t District Area Manager VED AS TO FORM Date BY 15k, 1115 State Contact Counseli Date Tim Fletcher, Project Manager 100 Antelope Road Agency Contact White City, OR 97503 Dave Kanner, City Administrator 541-774-6356 20 E. Main St. Timothy.W.Fletcherna odot.state.or.us Ashland, OR 97520 541-488-6002 Dave.kanner ashIand.or.us Page 9 Key No. 09436 09-04-13 EXHIBIT A - Project Location Map _ w - - '1 ~I ?c r'rra, Froject Location J7et r t; i 4 I 1 7; City y - ~ ter. _ _ Key No. 09436 09-04-13 Exhibit "B" a o May 11, 2015 Mayor John Stromberg & City Council Members 20 East Main St. Ashland, OR 97520 Mayor Stromberg and Councilors, The Oregon Tourism Commission, dba Travel Oregon, operates a system of State Welcome Centers with statutory authority to do so. The agency was created in 2003 to enhance Oregon's quality of life by strengthening economic impacts of the state's $10.3 billion tourism industry. Welcome Centers, along with the vast network of local visitor centers and other information available both online and in print, are key components to Oregon's overall tourism industry. Over the past decade, travel planning, way-finding and other elements of the travel experience have seen tremendous change and we have every expectation that will continue. There are more generations traveling to and throughout our state than ever before in history - each traveler is unique as is each generation. It is our intent to evolve our marketing, sales and development efforts to best reflect the ever changing demands of travelers. During the April 7, 2015 Ashland City Council's deliberations on whether or not to provide water and sewer service to the proposed Siskiyou Safety Rest Area/Welcome Center, the Council raised several questions regarding staffing at Welcome Centers that we are writing to address. Regarding the use of volunteers, we rely on both paid personnel and volunteers to serve visitors at every Welcome Center. Volunteers are an important part of our staffing model and we will look forward to having volunteers from the Rogue Valley area share their knowledge and information about local favorite spots at the proposed Siskiyou Welcome Center. Staffing of the State Welcome Center is directly related to serving visitors. Currently, State Welcome Centers are operated and staffed using three primary models - direct staff, temporary staffing, contract staffing. Direct Staffing: The Welcome Center at PDX is the only center in the system at which Travel Oregon staff work full time. Three employees are directly tied to this Welcome Center to serve visitors. Along with direct staff, temporary staffing and volunteers are deployed to effectively meet visitor service demands. The PDX Welcome Center is open 7 days per week, 365 days per year from approximately 9a- 10p, Staffing is increased or decreased based on fluctuations in travel, including major holidays and other factors such as inbound flight load. V p l Temporary Staffing: Some Welcome Centersruse temporary staffing to provide visitor services (Ontario, Klamath Falls, for example). At these centers, Travel Oregon works with a staffing agency to provide staffing needed to operate. The staff is seasonal, and the Welcome Center provides staffed visitor services from May-September, 7 days per week, approximately 9a-5p. The hours of staffed services can fluctuate as do the staffing levels based on events that would drive need for additional or fewer hours of staffed services. During the months of October through April, visitor information is available but the centers are not staffed. Contract Staffing: Some Welcome Centers offer staffed visitor services through a contract between Travel Oregon and a local Chamber of Commerce or Convention Visitor Bureau (Seaside, Oregon City, for example). At these centers, Travel Oregon works with a local partner organization through a contractual relationship to provide staffing needed to operate. The staff may be direct employees, temporary staff and/or volunteers, and the Welcome Center provides staffed visitor services not less than May-September, 7 days per week, approximately 9a-5p. The hours of staffed services can fluctuate as do the staffing levels based on events that would drive need for additional or fewer hours of staffed services. During the months of October through April, staffed visitor information is available and the contracting organization has opportunity to determine the hours and days of staffed services, but typical agreement requires not less than 4 days per week. Based on the visitor counts anticipated and provided by ODOT, we believe this proposed facility will prove to be one of the busiest Welcome Centers in the state. The Southern gateway on I-5 is a critical entry point from important drive markets to Oregon generally and to Southern Oregon specifically. A review of the markets deemed most strategically important to communities and attractions in Southern Oregon reinforces the incredible opportunity this proposed facility provides to the tourism industry in Ashland and Southern Oregon. We are enthusiastic and committed to this proposed facility - so much so that Travel Oregon has a binding 60-year agreement with ODOT in which Travel Oregon is committing over $1.5 million to support the facility. The agreement with ODOT addresses the approach to staffing. Our testimony before Council has always been consistent with that agreement. No one will be happier than Travel Oregon to see our marketing efforts, coupled with local and regional marketing efforts, drive increases in visitor counts at the proposed facility such that daily, year-round extended hours of staffed visitor services is warranted. Currently, Travel Oregon intends to staff the proposed Welcome Center daily for at least 8 hours per day a minimum of May through September and an average of 40 hours a week during the other months of the ,year. This anticipated schedule will be adjusted for seasonal fluctuations in visitor travel. Future changes in staffing levels will be driven by demand for visitor services at the Welcome Center other times of the year - as it is with other Welcome Centers in our system. However, unlike some Welcome Centers in the system, we anticipate staffed visitor services every month of the year at this proposed facility with specific days and hours yet to be determined. The Council's questions indicate concerns for security at the proposed safety rest area and we concur that activity at any facility, including maintenance, landscaping, visitors, state and local law enforcement among others, is likely beneficial from a deterrence standpoint. Beyond-that, Welcome Center staff are not trained in facility security monitoring (e.g. we do not ask the staff to patrol the exterior of Welcome Center premises, and would not ask them to do so at the proposed facility). Our current protocols stipulate that, we direct our staff not to engage with anyone involved in illegal activity but to instead contact the facility manager, in this case ODOT or a facility maintenance contractor should there be one in place (ODOT currently contracts maintenance of all existing I-5 and 1-84 safety rest area maintenance to the Oregon Travel Information Council). 250 CI iuivat :5t. `JL Stine 100, : a1 em. 01R 97;01. phoru°: _,03.967.1568, www.traveloregonxon WE LOVE DREAMERS. As you know from earlier statements, Travel Oregon takes its stewardship of public funds seriously and is constantly seeking the highest and best returns on every dollar. Using a demand-driven approach to seasonal staffing of our Welcome Centers means that every dollar not committed to staffing or other obligations is available to go into marketing initiatives that help drive demand. We look forward to the opportunity to serve visitors at the proposed Siskiyou Welcome Center. Best regards, F0VDDA4IVSZ Todd Davidson CEO 5O Church t. SE. ",uil~~ 10 (?I: 9-1,3'0 l.. phoiic: 503,907.) 5E~>, www.traveloregon.com t t'' WE LOVE DREAMERS.