HomeMy WebLinkAbout2016-064 Agrmt - ODOT No 31052
Misc. Contracts and Agreements
No. 31052
TRAFFIC SIGNAL MAINTENANCE AGREEMENT
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. The traffic signals listed in Exhibit A, Unit 2 are part of the state highway system
under the jurisdiction and control of the Oregon Transportation Commission. The
traffic signals and flashing beacon listed in Exhibit A, Unit 1, are parts of the City
street system under the jurisdiction and control of Agency.
2. By the authority granted in Oregon Revised Statute (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. By the authority granted in ORS 810.210, State is authorized to determine the
character or type of traffic control devices to be used, and to place or erect them
upon state highways at places where State deems necessary for the safe and
expeditious control of traffic. No traffic control devices shall be erected, maintained,
or operated upon any state highway by any authority other than State, except with
its written approval. Traffic signal work on this Project will conform to the current
State standards and specifications.
4. State and Agency have determined that it is both to their mutual benefit and to the
general public's benefit if they jointly utilize State and Agency maintenance resources.
NOW THEREFORE, the premises being in general as stated in the foregoing Recitals,
it is agreed by and between the Parties hereto as follows:
TERMS OF AGREEMENT
1. This Agreement shall supersede Agreement No. 19017, approved August 8, 2002,
between Agency and State. Agreement 19017 shall terminate upon execution of
this Agreement.
2. Under such authority, State and Agency enter into this Agreement to identify the
maintenance, timing, and electrical energy responsibilities for the traffic signals
(Signals); maintenance and electrical energy responsibilities for the illumination
attached to the signal poles (Signal Illumination), the illumination for the interstate
ramps (interchange Illumination), and illumination supporting the signal operation
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Agreement No. 31052
video detection zones (Video Detection Illumination) along Agency Roads and state
highways as shown in the chart marked Exhibit A, attached hereto and by this
reference made a part of this Agreement.
3. The total cost of the maintenance and timing shall not exceed the aggregate of
$2,000 per signal, per calendar year. The total cost of the electrical energy costs
shall not exceed the aggregate of $2,000 per signal, per calendar year. Said cost is
subject to review for inflation, and any changes shall be by an amendment, signed
by both Parties. Maintenance does not include repairs performed on an emergency
basis or as a result of a construction project and are not included under this
Agreement.
4. This Agreement shall become effective on the date all required signatures are
obtained and shall remain in effect for the purpose of ongoing maintenance and
power responsibilities for the useful life of the facilities. The useful life is defined as
twenty (20) calendar years. Maintenance and electrical energy responsibilities shall
survive any termination of this Agreement.
AGENCY OBLIGATIONS
1. Agency grants State the right to enter onto Agency right of way for the performance
of duties as set forth in this Agreement.
2. Agency shall pay 100 percent of the electrical energy costs associated with the
Video Detection Illumination, Signals, and Signal Illumination listed in Exhibit A,
Units 1 and 2. Agency shall have the power company send bills directly to Agency.
3. Agency shall pay 100 percent of the maintenance costs associated with the Video
Detection Illumination, Signals, and Signal Illumination listed in Exhibit A, Unit 1.
4. Agency shall, upon receipt of invoice from State for maintenance costs associated
with the Video Detection Illumination, Signals, and Signal Illumination in Unit 1,
reimburse State for one hundred (100) percent of said costs. Agency shall remit
payment within forty-five (45) days to State's, Region Electrical Manager, ODOT
Region 3, 345 NE Agness Ave., Grants Pass, Oregon 97526. Agency total cost for
maintenance shall not exceed the total of $2,000 times the number of covered
signals per calendar year.
5. Agency shall maintain the asphaltic concrete pavement surrounding the vehicle
detector loops installed in the Agency streets in such a manner as to provide
adequate protection for said detector loops.
6. In cases where Agency modifies timing to add railroad or emergency vehicle
preemption, bus priority, or other changes that affect vehicle or pedestrian
clearances, or operation of the interstate ramps, such modifications shall be
reported to State's Region Traffic Engineer. State shall retain the right of review of
the traffic signal timing for signals on state highways and shall reserve the right to
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request adjustments when needed. All modifications shall follow guidelines set forth
in the current Manual on Uniform Traffic Control Devices, and the current State
Traffic Signal Policy and Guidelines.
7. 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.
8. Agency acknowledges and agrees that State, the Secretary of State's Office of the
State of Oregon, 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 completion
of Project. Copies of applicable records shall be made available upon request.
Payment for costs of copies is reimbursable by State.
9. Agency's Project Manager for this Project is the Agency Public Works Director,
Public Works Department, Mike Faught, 20 East Main Street, Ashland, OR 97520,
541-552-2411, faughtm@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 perform all necessary maintenance and timing of traffic signals and
beacons listed in Exhibit A, Units 1 and 2.
2. State shall be responsible for illumination, signing, inspection, turn-on and signal
timing for the signals described in this Agreement.
3. State shall submit billings to Agency for actual maintenance costs incurred for work
performed under this Agreement for signals and beacons listed on Exhibit A, Unit 1.
Payment shall be made within forty-five (45) days of the invoice date.
4. State's Project Manager for this Project is the Region 3 Electrical Manager, Chris
Hunter, 3500 NW Stewart Parkway, Roseburg, Oregon, 541-957-3689,
chris.hunter@odot.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 written consent of both Parties.
2. State may terminate this Agreement effective upon delivery of written notice to
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Agency, or at such later date as may be established by State, under any of the
following conditions:
a. If Agency fails to provide services called for by this Agreement within the
time specified herein or any extension thereof.
b. If Agency 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 Agency fails to provide payment of its share of the cost of the
Agreement.
d. 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.
e. 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.
3. Agency may terminate this Agreement effective upon delivery of written notice to
State, or at such later date as may be established by Agency, under any of the
following conditions:
a. If State fails to provide services called for by this Agreement within the
time specified herein or any extension thereof.
b. If State fails to provide payment of its share of the cost of the
Agreement.
c. If Agency fails to receive funding, appropriations, limitations or other
expenditure authority sufficient to allow Agency, 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 Agency is prohibited from paying for such work from the
planned funding source.
4. Any termination of this Agreement shall not prejudice any rights or obligations accrued
to the parties prior to termination.
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5. Both Parties shall comply with all federal, state, and local laws, regulations,
executive orders and ordinances applicable to the work under this Agreement,
including, without limitation, the provisions of ORS 279B.220, 279B.225, 279B.230,
2798.235 and 279B.270 incorporated herein by reference and made a part hereof.
Without limiting the generality of the foregoing, Both Parties expressly agrees to
comply with (i) Title VI of Civil Rights Act of 1964; (ii) Title V and Section 504 of the
Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 and ORS
659A.142; (iv) all regulations and administrative rules established pursuant to the
foregoing laws; and (v) all other applicable requirements of federal and state civil
rights and rehabilitation statutes, rules and regulations.
6. 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.
7. With respect to a Third Party Claim for which the 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 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.
8. 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,
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Agreement No. 31052
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.
9. 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.
10. 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.
11. 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.
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Agreement No. 31052
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.
CITY OF ASHLAND, by and through its STATE OF OREGON, by and through
elected officials its nt of Transportation
B4,-
M B
Highway Division Administrator
Date Date
By APWRI.PtA E O NDED
City R ecorder
By
DateStangin er
Date 2' ~rO
APPROV SAS TO L L G-•. SUFFICIENCY 9
B
A 45
By ion 3 Mana er
City Attorney
Date
Date
By
Regi er
Agency Contact y ~~aDl~
Mike Faught Date
Public works Director
20 East Main Street APPROVED AS TO LEGA
Ashland, OR 97520 SUFFICI CY
541-552-2411
faughtm(aD,ashland.or.lus By ~
Assis nt Attorney General
State Contact
Chris Hunter Date"
3500 NW Stewart Parkway
Roseburg, Oregon
541-957-3689
Chris. hunter@odot.state. or. us
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