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HomeMy WebLinkAbout2017-0801 Regular Meeting CITY OF ASHLAND Important: Any citizen may orally address the Council on non-agenda items during the Public Forum. Any citizen may submit written comments to the Council on any item on the Agenda, unless it is the subject of a public bearing and the record is closed. Time pcrmiffing, the Presiding Officer may allow oral testimony. If you wish to speak, please fill out the Speaker Request form located.near the entrance to the Council Chambers.. The chair will recognize you and inform you as to the amount of time allotted to you, if any. The time granted will be dependent to some extent on the nature of the item under discussion,:tbe number of people who, wish 'to speak, and the length of the agenda ' . AGENDA FOR THE REGULAR MEETING ASHLAND CITY COUNCIL August 1, 2017 Council Chambers 1175 E. Main Street Note: Items on the Agenda not considered due to time constraints are automatically continued to the next regularly scheduled Council meeting [AMC 2.04.030.E.] 7:00 p.m. Regular Meeting 1. CALL TO ORDER II. PLEDGE OF ALLEGIANCE III. ROLL CALL IV. MAYOR'S ANNOUNCEMENTS V. APPROVAL OF MINUTES 1. Special Meeting of June 30, 2017 2. Study Session of July 17, 2017 2. Business Meeting of July 18, 2017 VI. SPECIAL PRESENTATIONS & AWARDS 1. Presentation by Theater Corridor project artist, Gordon Huether 2. Annual presentation by SOREDI 3. Proclamation of August 6, 2017 as Hiroshima Day and August 9, 2017 as Nagasaki Day VII. PUBLIC FORUM Business from the audience not included on the agenda. (Total time allowed for Public Forum is 15 minutes. The Mayor will set time limits to enable all people wishing to speak to complete their testimony.) [15 minutes maximum] VIII. CONSENT AGENDA 1. Approval of minutes of boards, commissions, and committees 2. Approval of Mayor's appointments to the ad hoc Budget Process committee 3. Sole source procurement - Cartegraph Systems, Inc. 4. Contract addendum with Hays Oil Company for bulk fuel COUNCIL MEETINGS ARE BROADCAST LIVE ON CHANNEL 9, OR ON CHARTER CABLE CHANNEL 180. VISIT THE CITY OF ASHLAND'S WEB SITE AT WWW.ASHLAND.OR.US CITY OF ASHLAND 5. Approval of a resolution titled, "A resolution authorizing and approving a State Revolving Fund Loan agreement to finance wastewater system projects" and a resolution titled, "A resolution authorizing and approving a State Revolving Fund Loan agreement to finance water system projects" IX. PUBLIC HEARINGS (Persons wishing to speak are to submit a "speaker request form" prior to the commencement of the public hearing. Public hearings shall conclude at 9:00 p.m. and be continued to a future date to be set by the Council, unless the Council, by a two-thirds vote of those present, extends the hearing(s) until up to 10:30 p.m. at which time the Council shall set a date for continuance and shall proceed with the balance of the agenda.) None X. UNFINISHED BUSINESS None XI. NEW AND MISCELLANEOUS BUSINESS 1. Downtown Parking Management Strategy XII. ORDINANCES, RESOLUTIONS AND CONTRACTS 1. Approval of a resolution titled, "A resolution declaring the second Monday of October Indigenous Peoples' Day in Ashland" XIII. OTHER BUSINESS FROM COUNCIL MEMBERS/REPORTS FROM COUNCIL LIAISONS XIV. ADJOURNMENT OF BUSINESS MEETING In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Administrator's office at (541) 488-6002 (TTY phone number 1-800-735-2900). Notification 72 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to the meeting (28 CFR 35.102-35.104 ADA Title I). COUNCIL MEETINGS ARE BROADCAST LIVE ON CHANNEL 9, OR ON CHARTER CABLE CHANNEL 180. VISIT THE CITY OF ASHLAND'S WEB SITE AT WWW.ASHLAND.OR.US MINUTES FOR THE SPECIAL MEETING ASHLAND CITY COUNCIL Friday, June 30, 2017 3:00 p.m. Council Chambers, 1175 East Main Street Call to Order Mayor Stromberg called the Special Meeting to order at 3:03 PM Pledge of Alleziance Roll Call Members Present Members Absent Councilor Darrow Councilor Lemhouse Councilor Morris Councilor Slattery Councilor Seffinger Councilor Rosenthal Public Forum None. Discussion of fundinIz options for additional police officers Finance Director, Mark Welsh gave a presentation on the options provided in the packet (see attached). He explained the 4 options. No additional Police officers, no property tax increase, property tax increase or reduce other fund expenditures. If no property tax increase would have to increase electric and water. Or increase Property Tax 4.5 cents. Property tax accessory 270 thousand if increased would be 12 dollars or at the full it would be 20 dollars. Public Hearinjz Mayor Stromberg opened the Public Hearing at 3:15 PM Mary Ruth Wooding- 727 Park St., Ashland - Spoke that Ashland is getting too expensive to live. She spoke that we have a budget committee for a reason. She suggested to only fund 3 Police Officers. Roy Laind-419 Willow Ashland - Spoke that as a member of this community we should have to pay for services and that raising property tax is best alternative. He spoke that we need to adequately. fund our Police Department. Jean Conger - 370 Glenn St., Ashland - Spoke in support of the Budget Committees decision. She spoke of the need for Police Officers but suggested finding the money another way. Betsy Shanafelt - 572 Holly St., Ashland - Spoke opposed to tax rate increases. She explained the population has not grown and the City does not need 5 new Police Officers. Carola Lacy - 85 Park St. Apt. #10 Ashland - Read a letter into the record (see attached). Andrew Kubik - 1251 Munson Dr., Ashland - Spoke regarding staffing. He suggested doing a staffing comparison study with other cities. He stated he supports the Budget Committee's findings and is against rate increases. Karen O'Rourke - 742 Fairway Ct., Ashland - Spoke against tax increases and agreed with what the other citizens have said. Douglas Smith - 60 Granite St., Ashland - He spoke that Council needs to listen to the Budget Committee. He suggested hiring 2 Police Officers at this time and work up to 5 over time. He spoke that a tax increase would hurt all property owners. Marilyn Briggs - 590 Glenview Dr., Ashland - Suggested that Council read the letters from Carol Voison and Russ Silbiger. She explained that Administration costs have increased twice as much in the last 2 years. She spoke in support of the Budget Committee. Mark DiRienzo - 1005 Timberline Terrace - Ashland - Read a letter into the record (see attached). Shaun Moran - 615 Taylor St., Ashland - Spoke that he was a member of the Budget Committee and voted against rate increases. He explained his reasons why. He spoke that the Council should support the Budget Committees decision. Barbara Combs - 444 Park Ridge Pl., Ashland - Suggested to raise room tax instead of property tax. She explained that would be more fair to the Citizens since Ashland is a tourist town. Susan Hall - 210 East Nevada Ashland- Read a letter into the record (see attached). Paula Hyatt - 625 Van Sant St., Ashland - Spoke that she was on the Budget Committee. She explained that she voted to keep the tax rate flat. She spoke that in support for the Police Officers. She spoke that she would of have voted no had she known there would have been this meeting tonight. Salagon Amery - 419 Waterline Rd., Ashland- Thanked Council for their work. Spoke in concerns of excess spending. Advised Council to consider other alternatives to pay for Police Officers. Debra Neisewander - Tax Lot 1700 (1159 Tolman) Ashland - Spoke regarding measure 50. Spoke opposed for hiring more Police Officers, tax increases or utility rates. Heidi Parker - 344 Bridge St., Ashland - Spoke to not approve increase in utility rates until the public can speak. She explained that she worked for the school district and had to cut the budget for 8 years. Cuts are necessary not raising taxes. She spoke that community involvement is important and that Council takes advice from the Public Commissions and Committees. Huelz Gutcheon- 2253 HWY 99 - Spoke regarding the importance of having Police Officers and to address climate change. Mayor Stromberg closed the Public Hearing at 4:04 PM Discussion: Councilor Rosenthal questioned how the phase in hiring process would go. Chief O'Meara explained the process and spoke that 2 Officers would be hired by the end of July. He explained there are 4 patrol teams. Hiring 5 additional Police officers would allow for one additional officer for each patrol team and one officer for the re-engagement with the school resource officer program. Councilor Slattery asked if policing is more complex than a few years ago. Chief O'Meara answered that it is more complex and that the population has increased from 18,000 to 21,000. Tourism has increased as well as the student body. He explained that the case load, calls for service and response time have all gone up. Chief O'Meara explained that the cost to hire an officer with wages and benefits is $110,000 per year. The Police Department can absorb all other costs except for personnel. Mayor Stromberg asked if there was an incident at the Plaza and another across town with the current coverage who takes the call. Chief O'Meara answered that PD has excellent partnerships with Talent, Phoenix, Medford, County and State PD. He explained that even with the partnerships it is still important to hire the officers needed to ensure the best job for Ashland. He gave examples of being shorthanded. He spoke that in 4 weeks there was 9 times that only 1 officer was on duty to handle all Ashland business. Chief O'Meara explained that being short staffed is also dangerous for the Officer and the criminal if there is an altercation. Police Officer shifts was discussed. Chief O'Meara spoke that there should be 2 officers/1000. With this ration Ashland should have 40 officers and currently there are only 23. Mayor Stromberg addressed the suggestion to cut social service grants. He spoke to the importance of keeping this service for the City. Quality of life in Ashland draws in 300,000 visitors and it is important to look at everything and prioritize. Councilor Slattery moved to not fund the 5 police officers using an increase in property tax or metered city surcharge. Councilor Seffinger seconded. Discussion: Councilor Slattery spoke in support for the need of 5 Police Officers. He spoke regarding issues of the budget process. He spoke that -he is not in favor of increasing property tax or city surcharge. He doesn't think that the $285-million- dollar budget has been tightened so much that there is no way to fund the Police Officers within the City's resources. He spoke to the importance of knowing how much the marijuana tax will be before making a decision as well what the legislature is going to do. Councilor Seffinger spoke that this is a difficult decision because she understands the burden of extra taxes. She spoke regarding the difficulties to prioritize and fund everything. She spoke that public safety and the safety of the Police Officers is a moral duty for the Council to support. Councilor Darrow spoke in opposition of the motion. She explained that the Council approved hiring 5 Police Officers in April. She spoke that her motion to increase property taxes was a way to keep the commitment that Council had already made to the Police Department. Councilor Lemhouse spoke that going against the Budget Committee was not a good decision and Council should not be here today. He explained that Council is part of the Budget Committee and work well together. He explained he is not in support of changing the tax rate and his reasons why. He spoke to the importance of having the Police Department adequately staffed. He does not support the motion regarding no utility fee increase. He spoke that a utility fee increase would be the fairest way to fund this since it is a rate based utility fee. He would also like to see the marijuana tax first. Councilor Morris disagreed with Councilor Lemhouse and spoke that he would prefer a property tax increase instead of a utility fee increase. He spoke that he would like to set aside property tax for PERS. He also spoke that since the marijuana tax is still unknown he would like to start with hiring 2 Police officers. Councilor Rosenthal spoke that he cannot support the motion. He spoke on how to define the City's priorities. Would like to look at creating revenue streams. He spoke regarding the need for the Police Officers and that Ashland needs to stop using other Cities for their Public Safety. Councilor Slattery spoke that his motion was not suggesting to not fund the Police Officers. He explained resources are available to utilize to fund the Police Officers except the property tax. Councilor Lemhouse moved to divide the motion between property tax and utility rate. No second motion died. Roll Call Vote on the main motion: Councilor Slattery: YES. Councilor Lemhouse, Rosenthal, Morris, Seffinger and Darrow: NO. Motion failed 1-5. Councilor Darrow moved to approve "A Resolution Levying Taxes for the Period of July 1, 2017 to and Including June 30, 2018, Such Taxes in the Levy rate of [$4.2865/$1000 or some lower rate] Assessed Value Upon All the Real and Personal Property Subject to Assessment and Levy Within the Corporate Limits of the City of Ashland, Jackson County, Oregon". Councilor Rosenthal seconded. Councilor Darrow explained that she is not a fan of the property tax but we do have to keep the commitment made to hiring the 5 new Police Officers. She explained that this only gets half of the funding needed. Councilor Rosenthal spoke that he is not excited for an increase but the reality is needed for what to achieve. He explained this is an excellent investment for those who live and visit here. Councilor Lemhouse disagreed with this motion. He spoke that the Budget Committee worked hard and Council should. Councilor Slattery agreed with Councilor Lemhouse. Councilor Seffinger spoke that the decision of Budget Committee should be honored. Councilor Morris spoke in support of the motion and agreed to honor the Budget Committee. Mayor Stromberg spoke to finding a compromise. He suggested funding 3 Police Officers and then wait until the Fall to see what happens with the marijuana tax. With compromise it will lessen the negative impacts and deal with addressing the urgency. He spoke he will vote no with the idea that there is a better approach. Councilor Darrow, Morris and Rosenthal: YES. Councilor Lemhouse, Slattery and Seffinger: NO. Mayor Stromberg: NO. Motion failed 3-4. Councilor Lemhouse moved to set the property tax at 4.1972 per thousand of assessed value. Councilor Slattery seconded. Discussion: Councilor Rosenthal spoke he will vote against this motion because it would shut off a potential revenue stream. Councilor Darrow moved to amend the motion to set the property tax rate at 4.2422 per thousand of assessed value. Councilor Morris seconded. Councilor Darrow spoke to have a compromise and that this is a good way to get started on the commitment made. Councilor Morris spoke that this is a compromise worth doing and hopes for other funding streams in the future. Councilor Lemhouse spoke that this is not a compromise undermining the Budget Committees work. Councilor Slattery agreed with Councilor Lemhouse. Councilor Seffinger agreed with Councilor Lemhouse. Roll Call Vote on motion amendment: Councilor Darrow, Morris and Rosenthal: YES. Councilor Lemhouse, Slattery and Seffinger: NO. Mayor Stromberg: YES. Roll Call Vote on Main Motion: Councilor Darrow, Morris and Rosenthal: YES. Councilor Lemhouse, Slattery and Seffinger: NO. Mayor Stromberg: YES. Motion passed 4-3. Councilor Rosenthal moved to create a public safety support fee and set the assessment at zero. Councilor Lemhouse seconded. Councilor Rosenthal spoke of the importance to establish revenue streams. He explained that setting it at zero Council has the option to set the fee by Resolution. Roll Call Vote: Councilor Darrow, Lemhouse, Morris, Slattery, Seffinger and Rosenthal: YES. Motion passed unanimously. Councilor Darrow moved to Repealing Resolution 2017-16 amending the biennial budget to be $286,173,664 Adopt the 2017-19 Biennial Budget including amending the Police Department line item to $15,248,125. Councilor Seffinger seconded. Discussion: Councilor Darrow explained that this is the motion that needs to be passed to get to the state. She urged Council to pass this motion. Councilor Seffinger spoke in support of this motion and the need to fund the Police Department. Councilor Slattery spoke that he will continue to work to find ways to get the Police Department but will not support this motion. Roll Call Vote: Councilor Darrow, Morris, Seffinger and Rosenthal: YES. Councilor Slattery and Lemhouse: NO. Motion passed 4-2. Councilor Slattery thanked the Council and Staff for their hard work on the budget. Councilor Seffinger spoke that Council was transparent in dealing with this situation. Adjournment of Special Meeting The Special Meeting was adjourned at 5:40 PM Respectfully submitted by: City Recorder, Melissa Huhtala Attest: Mayor Stromberg motion. Roll Call Vote: Councilor Darrow, Morris, Seffinger and Rosenthal: YES. Councilor Slattery and Lemhouse: NO. Motion passed 4-2. Councilor Slattery thanked the Council and Staff for their hard work on the budget. Councilor Seffinger spoke that Council was transparent in dealing with this situation. Adjournment of Special Meeting The Special Meeting was adjourned at 5:40 PM Respectfully submitted by: City Recorder, Melissa Huhtala Attest: Mayor Stromberg ASHLAND CITY COUNCIL STUDY SESSION Monday, July 17, 2017 Siskiyou Room, 51 Winburn Way Mayor Stromberg called the meeting to order at 5:30 PM Councilor Rosenthal, Morris, Lemhouse, Slattery, Seffinger and Darrow were present. 1. Public Input Pepper Trail -Mr. Trail, Spoke regarding interest of the Imperatrice Property. He explained that a is coming soon. He spoke in support of clean energy projects. Dave-Thanked Council for their work so far on the 10x20 project. He spoke that the project is complex. He spoke in support of a multi-use Imperatrice. He suggested a connected cost for single or smaller sites across the freeway; incremental power cost should be manageable by all. He spoke that using space in town for solar is not the long term highest and best-use. Tom Marvin- Thanked Staff on their work so far. He urged Council to direct Staff to work towards achieving an RFP for the Imperatrice Property. Kristina Lafever - Read a letter into the record (see attached). Huelz - Spoke regarding batteries for cars and houses. He explained that Ashland currently has some solar roofs but needs more. Louise Shakhat -Read a letter into the record (see attached). Christy- Spoke that the Imperatrice property has conservation values and to conserve all or most of this property. Councilor Darrow spoke that she attended the meeting and was great to hear all sides. Councilor Morris spoke he too attended and doesn't feel he understands the monument and its destination. 2. Look Ahead Mr. Karns spoke that parking strategy meetings are coming up. He also spoke that Emergency Shelter Meetings will begin in September. He handed out the League.of Oregon Cities Conference Schedule and urged Council to attend (see attached). Councilor Seffinger questioned if Council could get an update sooner than September on the Wastewater Plant. Engineering Services Manager, Scott Fleury spoke that they are currently looking into the Granite low, site for the future placement of the water treatment plant. Councilor Slattery spoke he would like to put the search and hiring process on an upcoming agenda. Staff . spoke they will work on this. 3. 10 by 20 Status Update Interim Assistant to the City Administrator, Adam Hanks, Scott Fleury and Tom gave an update on the 10 by 20 MW solar generation facility at the Imperatrice Property: Y • Environmental assessment has been ongoing. Preliminary results are complete. The final report will be done mid-August and will be brought to Council. • Staff has been continuing discussions with BPA on discussions regarding solar and preparation for when the 2028 contracts expire. There will be other options other than BPA and will know more when the time comes. • Staff is working on developing a water quality plan with DEQ to meet temperature requirements. • Staff met with DEQ, reviewed RPA and will provide the City back with a formal comment on the RPA. • The permit phase is tentative for October 2018. • The upper section of the Imperatrice Property is ideal for the use of storage; if not the adjacent property around the treatment plant is another option. • Staff has not received much so far on the initial environmental assessment. There is a list of plant and flower endangered species but not yet verified. • Tentatively there will be 16 million gallons worth of storage on site which approximately a week's worth of coverage. Due to temperature not all of this would have to be onsite. • Next step options: o Pre application with Jackson County? o Initiate an application with Pacific Power? • RFP Timing: o 3-4 Months. Staff/Council Discussion: City Attorney, Dave Lohman advised Staff to look at getting an attorney involved on land issues for before getting an RFP. Councilor Lemhouse spoke in opposition of moving forward with an RFP. He spoke this plan has come up many times and no action has been taken. He supports 10 by 20 but for now suggests to do nothing until we know there is no need the land for waste water treatment plan. Councilor Rosenthal suggested to give direction to see what can be done on the other projects such as solar. Councilor Slattery spoke that he would like to get everything in place to make a decision. He spoke that he likes the menu approach but would like to know the timeline for these different approaches. Mr. Hanks spoke the menu approach would likely not achieve the 10 by 20 by 2020. Suggested to get Council feedback on primary objectives of what is wanted for the 10 by 20. Council gave Staff direction.to bring back the menu approach with a plan and to clarify the goals. Council also gave direction to look into the land issues regarding solar and Imperatrice Property. Item 5 was moved to Item 4 4. Discussion of Indigenous Peoples Day Councilor Slattery gave a background of Indigenous Peoples Day (see attached). He suggested this day would be October 9' which is the same as Columbus Day. He suggested for that the group to present at the August I` Council Meeting to give feedback of what they would want in a Resolution. Council gave support and directed staff to get this on an agenda. Council also directed Staff to draft a Resolution for a name change for Dead Indian Road. 5. Discussion of options for increasing effectiveness of Study Sessions Councilor Lemhouse suggested moving Study Sessions to Council Chambers. Council gave consensus for this change and Staff would look into the option. Due to time constraints this item will be continued. The Study Session was adjourned at 7:00 PM Respectfully Submitted by: City Recorder, Melissa Huhtala Attest: Mayor Stromberg Council gave Staff direction to bring back the menu approach with a plan and to clarify the goals. Council also gave direction to look into the land issues regarding solar and Imperatrice Property. Item 5 was moved to Item 4 4. Discussion of Indigenous Peoples Day Councilor Slattery gave a background of Indigenous Peoples Day (see attached). He suggested this day would be October 91 which is the same as Columbus Day. He suggested for that the group to present at the August I" Council Meeting to give feedback of what they would want in a Resolution. Council gave support and directed staff to get this on an agenda. Council also directed Staff to draft a Resolution for a name change for Dead Indian Road. 5. Discussion of options for increasing effectiveness of Study Sessions Councilor Lemhouse suggested moving Study Sessions to Council Chambers. Council gave consensus for this change and Staff would look into the option. Due to time constraints this item will be continued. The Study Session was adjourned at 7:00 PM Respectfully Submitted by: City Recorder, Melissa Huhtala Attes Mayo tromberg AGENDA FOR THE REGULAR MEETING ASHLAND CITY COUNCIL July 18, 2017 Council Chambers 1175 E. Main Street CALL TO ORDER Mayor Stromberg called the Business Meeting to order at 7:02 PM PLEDGE OF ALLEGIANCE ROLL CALL Councilor Darrow, Lemhouse, Morris, Slattery, Seffinger and Rosenthal were present. MAYOR'S ANNOUNCEMENTS Mayor Stromberg announced that there are Commission and Committee vacancies. If anyone is interested they can find this information on the City website. He also announced that the applications for Team Ashland are due July 25th APPROVAL OF MINUTES Study Session of June 19, 2017 Business Meeting of June 20, 2017 Councilor Seffinger/Slattery moved to approve Study Session Minutes of June 19th and the Business Meeting Minutes of June 20th. Discussion: None. All Ayes. Motion passed unanimously. SPECIAL PRESENTATIONS & AWARDS 1. Annual presentation by the Forest Lands Commission Forest Lands Commission Chair, Steve Jensen and Division Chief- Forestry Division, Chris Chambers presented the annual report (see attached). 2. Presentation by the Ashland High School Representatives to Guanajuato Mayor Stromberg introduced the Representatives of Guanajuato and members of the Amigo Club. Councilor Darrow gave an overview of her experience in Guanajuato. She spoke that she saw that the people of Guanajuato have a deep appreciation for arts, history and education but mostly their community and to serve others. She spoke in appreciation of the sister/sister relationship. She thanked citizens of Ashland that opened their homes for the visiting students. She also spoke that she is looking forward to the 50-year anniversary of this program. Senora Chela gave a report on what happens before going to Guanajuato and what takes place on a visit to Guanajuato. She spoke they had 15 candidates this year. Senora Chela introduced one of the students chosen: Brook Hall. Brook Hall- Ms. Hall thanked the Mayor and Council for letting her speak regarding her experience. She described her visit to Guanajuato as a representative of Ashland. She spoke to the beauty and graciousness of the Guanajuato people. She thanked the City of Ashland, the Council, the Administration, and the School for all the support. Nina from the Amigo Club spoke regarding how the Amigo Club supports the Sister/Sister program. She explained a calendar is coordinated for the visitors and got host families. There is also a scholarship program. For over 2 years a monthly column for the Ashland Daily Tidings. She spoke to the importance of this program. Mayor Stromberg showed the audience a picture of a traditional ceramic tile mosaic shield of Guanajuato. This was gift from the City of Guanajuato that will be mounted in some public venue before the 50' anniversary celebration. PUBLIC FORUM Emmett Fisk-623 Prim St., Ashland- Read a letter into the record regarding funding 5 Police Officers (see attached). Peter Warren-600 Beach St., Ashland -Spoke regarding Briscoe Park. He spoke The City potentially moving City Hall to the Briscoe area and paving fields for parking. Melissa Mitchell Hooge - 271 H St., Ashland- Spoke regarding preserving Briscoe and Lincoln playgrounds. She handed out 4 conceptual plan (see attached). She spoke looking forward to find a parking solution. Sharon Javna- Almond St., Ashland - Spoke in support of Briscoe being used for City offices but is concerned about taking the fields over for parking. She spoke in hopes of finding a plan for parking and to the importance of public input. Tiki McClure-69 Manzanita St, Ashland-Spoke would like to see the playground at Briscoe and Lincoln preserved and not converted into a parking area. Spoke to how important it is to have the park. Interim City Administrator, John Karns gave a brief overview of where the City is with this possible project. This will be presented to Council in October. CONSENT AGENDA 1. Approval of minutes of boards, commissions, and committees 2. Reappointment of Christopher Jean to the Tree Commission Councilor Rosenthal pulled #3 3. Rogue bike share program Councilor Rosenthal questioned RVMPO Senior Planner, Andrea Napoli about the existing bike share. Ms. Napoli explained there are 6 stations but those funds expire July 24' so the stations will be going away. She explained that new funding is being obtained from ODOT and RVTD to keep the stations going. She spoke that other sources of funding are being looked into as well as better locations. Council Morris asked what the average usage has been. Ms. Napoli answered approximately 1200 trips in the last year and a half. Councilor Seffinger Pulled #4 4. Agreement with Addictions Recovery Center (ARC) for sobering services Councilor Seffinger questioned if Jackson County has been the funding agency or is this new. Chief O'Meara spoke that Jackson County has been financial intermediary with Ashland and ARC. They do not want to operate in that capacity anymore. Ashland is now forming an agreement with ARC directly to continue services. Ashland has been paying I% of the operating cost while doing 6% of the workload, therefore cost has gone up. Councilor Darrow asked if this is a reimbursable service. Chief O'Meara spoke he will look into. this question. Mayor Stromberg asked for an example for use of this service. Chief O'Meara explained that it is generally intoxication issues. If a sober adult cannot be found to take responsibility, then the ARC services are used. Councilor Morris pulled #5. 5. Approval of a street painting permit Councilor Morris questioned the types of paint being used for the street painting. He explained that striping paint is not the best for traction if on a bike. Engineering Services Manager, Scott Fluery explained they used an additive to help with the traction. 6. Sole source procurement with Dry Creek Landfill, Inc. 7. Approval of radio maintenance agreement with Day Wireless 8. Contract for legal services for Douglas M. McGeary Councilor Slattery pulled #8 Councilor Slattery questioned if after this one year would the contract end. City Attorney, David Lohman explained it would end but not until they hired a new Assistant City Attorney. 9. Emergency Procurement from Ovivio USA, LLC Councilor Rosenthal/Lemhouse moved to approve the Consent Agenda. Discussion: None. All Ayes. Motion passed unanimously. PUBLIC BEARINGS (Persons wishing to speak are to submit a "speaker request form" prior to the commencement of the public hearing. Public hearings shall conclude at 9:00 p.m. and be continued to a future date to be set by the Council, unless the Council, by a two-thirds vote of those present, extends the hearing(s) until up to 10:30 p.m. at which time the Council shall set a date for continuance and shall proceed with the balance of the agenda.) None iINFINISBED BUSINESS 1. Discussion of Funding Options for Police Officers Mayor Stromberg gave background information on this issue. He explained that Council increased property tax by 4.5 cents to pay for one of the PD Officers and also established a Resolution to create a public safety support fee and set the assessment at zero. Councilor Rosenthal questioned the status of the 2 possible new hires. Chief O'Meara explained he has only made condition job offers pending the positions being funded. He spoke that one of the 2 is a Lateral Officer so can begin after a background check. The other would be a new hire and could take 9 months to start. Councilor Rosenthal clarified that even with the property tax increase the funding for 2 Police officers is still short $98,000. Chief O'Meara went over the shifts for each officer. It was discussed that adding just 1 officer would not be beneficial. Councilor Rosenthal moved establish public safety utility fee at .50 cents per month on the electric bill for the purpose of assuring adequate funding for 2 police officers in Fiscal Year 2018. Councilor Lemhouse seconded. Discussion: Councilor Rosenthal explained that.50 cents would equate to $71,000 added to funds generated. And $183,000 generated by Property Tax. Councilor Lemhouse spoke that only funding half might dead-end the process. First step this year then come up again next year. Rosenthal doesn't know if support here currently to assess other revenue streams. Once we know MJ number can refocus. Councilor Lemhouse spoke in support of getting 5 officers on board not just 2. Councilor Seffinger questioned the timeframe for additional officers. Chief O'Meara explained they would be entry level candidates and it would take 9 months from identifying them to getting them doing civil patrol. He explained that currently there is 1 Lateral Officer but the other 4 would be entry level. Councilor Slattery spoke that he will remain consistent with his other votes on this issue to not raise rates. He spoke to look at ways to find the right funding mechanism for the 5 Police Officers. He spoke that there is room available in our current resources to get the 2 police officers. He spoke that priorities and other types of funding streams need to be looked at. Councilor Darrow spoke opposed to increases in utility funding. Councilor Morris spoke that he doesn't see it as a utility fee he sees it as ability to collect money with the meter usage. He spoke in support the motion. Councilor Lemhouse spoke he will support the .50 cent utility fee increase but is concerned it is not enough. He spoke that other options need to be looked at to fund the addition officers. Councilor Seffinger spoke in support of the motion. She spoke to the importance of safety for the Community and Police Officers. Roll Call Vote: Councilor Lemhouse, Morris, Seffinger and Rosenthal: YES. Councilor Slattery and Councilor Darrow: NO. Motion passed 4-2. Councilor Lemhouse suggested an Ad-Hoc Committee to look at budget options. He proposed 3 Councilors and Staff Members to look at this and bring back to a Study Session. Mayor Stromberg spoke that he will bring a proposal back to Council after discussing this with the Administrator. NEW AND MISCELLANEOUS BUSINESS 1. Creation of Climate and Energy Commission Assistant to the City Administrator, Adam Hanks gave a Staff Report. He went over options for a Phase 2 to have an ad-hoc or continue with the Ordinance. Councilor Rosenthal moved to direct staff to prepare an Ordinance for first reading to create a new standing CEAP Commission utilizing the draft Ordinance presented. Councilor Slattery seconded. Discussion: Councilor Rosenthal spoke that he prefers establishing a Commission as directed in the Plan. Councilor Slattery agreed with Councilor Rosenthal. Councilor Seffinger spoke in support of the motion. Councilor Darrow spoke she will not support the motion and would like an Ad- Hoc Committee to get started and make recommendations. Councilor Morris agreed with Councilor Darrow. Councilor Lemhouse. agreed with Councilor Darrow. Mayor Stromberg spoke in favor of an Ad-Hoc Committee. Roll Call Vote: Councilor Slattery, Councilor Seffinger and Councilor Rosenthal: YES. Councilor Darrow, Councilor Lemhouse and Councilor Morris: NO. Mayor Stromberg: NO. Motion failed 3- 4 Councilor Lemhouse moved to authorize the Mayor to create a CEAP Implementation Ad- Hoc Committee consistent with Ashland Municipal Code 2.04.090 B. and further recommend that the membership and powers and duties descriptions in the draft Ordinance be used by the Mayor and City Administrator when selecting committee members and the committee scope of work. Councilor Darrow seconded. Discussion: Councilor Lemhouse and Darrow spoke in support for having an Ad-Hoc Committee. Councilor Slattery spoke he will not support this motion. Roll Call Vote: Councilor Darrow, Councilor Lemhouse, Councilor Seffinger and Councilor Morris: YES. Councilor Slattery, Councilor Rosenthal: NO. Motion passed 4-2. 2. Climate and Energy Action Plan - Goals and Targets Ordinance City Attorney, David Lohman looking for direction from Council regarding the 4 possible approaches he went over the 4 options. Ordinance or Resolution? Mr. Lohman went over the difference between an Ordinance and a Resolution. Public Input Robert Block-Brown-50 Pine St., Ashland -Spoke that this is a challenging problem. Thanked Ashland for the work so far. He explained the percentage of reduction of greenhouse acquisition has to be 8% and Ashland is not even close. He spoke that he is in support of an Ordinance. Annika Larson- 795 Ellendale Dr., Medford - Spoke in support to prepare a first reading of a CEAP Ordinance. She explained that without an Ordinance goals will not be met and the public will not have the information they need. Bryan Sohl -283 Scenic Ashland -Spoke that Eugene, OR passed a CEAP in 2010. It began by efforts led by citizens and by youth. He spoke in support of an Ordinance to mandate all requirements in the CEAP. Klia Den-Spoke on behalf of Maya Davis - 9667 Wagner Creek Rd.- Thanked Mayor and Council for their work so far. Spoke in support of an Ordinance to keep the public updated and to mandate all requirements. Mr. Lohman explained that whether or not Council decides to do an Ordinance or a Resolution changes can still be made. Councilor Slattery suggested having a Resolution using the Ordinance language. Mr. Lohman explained that is Draft B. Councilor Darrow spoke that accountability, updates, targets and reports are important. She spoke in support of getting a Staff person hired and the Commission set-up. Councilor Rosenthal spoke that it is time to take action on this topic and spoke in support of an Ordinance. Councilor Seffinger spoke that whether it is an Ordinance or Resolution targets and reports are the most important part of this and for people to reduce their carbon foot print. She spoke she would like to get people to do this in a positive way. Councilor Lemhouse spoke in agreement with Councilor Rosenthal that it is time to take action. He spoke that Ordinances and Resolutions are not needed in order to do their jobs; it is important for people to be accountable to do their jobs. He spoke he is not in favor of mandates. This could lead to a lawsuit and that is not the message to send. Councilor Morris spoke in support of a Resolution. Councilor Slattery spoke he is in support of a strong Resolution but the same protection of an Ordinance. Mayor Stromberg spoke that is important to make an effort to promote practical measurable innovation in the Community. Councilor Slattery moved to direct staff to prepare for first reading at the next available Council business meeting the attached CEAP Ordinance Draft B. Councilor Morris seconded. Discussion: Mr. Lohman spoke that the recitals in the Resolution are the exact same in the proposed Ordinance as well as the action items. He explained that this will come back as first reading. Councilor Seffinger asked if an Ordinance is riskier legally. Mr. Lohman answered yes. Mr. Lohman spoke that Council can request to make -changes and state items to be protected not mandated. Councilor Lemhouse disagrees with this motion. He spoke that it is counterproductive and explained why. He spoke that not having an Ordinance and holding elected officials accountable is a way to be productive. He spoke he is supportive of the Plan but not the Ordinance. Councilor Seffinger spoke regarding the confusion of having a Resolution made into an Ordinance. Councilor Rosenthal suggested having a Resolution reporting requirements regarding the plan. Councilor Darrow spoke that the last Resolution in the Packet makes the most sense and incorporates what is needed. Councilor Slattery believes a Resolution is the way to go but does not provide a way to avoid it being overturned. Roll Call Vote: Councilor Morris, Slattery and Seffinger: YES. Councilor Lemhouse, Darrow and Rosenthal: NO. Mayor Stromberg: YES. Motion Passed 4-3. 3. Approyal of the Creation of the Ad-Hoc Budget Process Committee Councilor Slattery gave a staff report. He suggested that having the Ad-Hoc Committee meet 4- times and report back to Council in October. He suggested the Committee consist of 2 Councilors, 2 Appointed Members and 2 Staff Members. Once a roster was chosen bring back to Council for approval. Councilor Slattery moved to approve the creation of the ad hoc Budget Process Committee and the charge of the committee as presented in the memo from the Interim City Administrator. Councilor Seffinger seconded. Discussion: Councilor Lemhouse moved to amend the motion to include in the community'.s charge to look at how the budget committee can be involved in the financial reports. Slattery seconded. Slattery would like to not do this because want to come to amendment fails. Main motion passes. ORDINANCES, RESOLUTIONS AND CONTRACTS None. OTHER BUSINESS FROM COUNCIL MEMBERS/REPORTS FROM COUNCIL LIAISONS Councilor Rosenthal congratulated the Ashland little league teams that are still playing. Councilor Darrow announced that the varsity football team is going to Japan and will return on the 3011'. Councilor Lemhouse added that there will be a viewing of the football game at Northwest Pizza. He spoke to add them to the August 1St for the coach to come and present regarding their trip. ADJOURNMENT OF BUSINESS MEETING The Business Meeting was adjourned at 10:30 PM Respectfully submitted by: City Recorder, Melissa Huhtala Attest: Mayor Stromberg announced that the varsity football team is going to Japan and will return on the 30". Councilor Lemhouse added that there will be a viewing of the football game at Northwest Pizza. He spoke to add them to the August I" for the coach to come and present regarding their trip. ADJOURNMENT OF BUSINESS MEETING The Business Meeting was adjourned at 10:30 PM Respectfully submitted by: -tn ) City corder, Melissa Huhtala Attest: MtY Strom erg WS? G ; .d G 1 .dc ~v ~u ~~(y~ L r A d A /a ~ A c ~i ~ A e iq ~ A° i !s e~ ~ A ~ A PROCLAMATION F ➢ • In August, 1945, atomic bombs instantly reduced the cities of Hiroshima and jjD QQ Nagasaki to rubble, taking hundreds of thousands of precious lives. • In June, 1982, the Mayors of Hiroshima and Nagasaki called on Mayors from ➢ around the world to join them in working together to press for nuclear abolition. • The program created by the Mayors of Hiroshima and Nagasaki is called ~ °°F~ Mayors for Peace and is currently composed of 7,392 cities in 162 countries and regions around the world dedicated to the abolition of nuclear weapons. • The City of Ashland declared itself a Nuclear Free Zone by resolution in 1981.~~ • The City of Ashland joined the Mayors for Peace in 1998. J i There are currently seven Cities in Oregon who have also joined Mayors for PQ~ ~~D➢ Peace. • The current goal of the Mayors for Peace is for a total abolition of all nuclear °°weapons by the year 2020. Q • This year on August 6 through 9, 2017, Ashland will join cities around the world for a Hiroshima - Nagasaki Vigil in order to remember the events of b 1945 and promote the world wide movement for total nuclear disarmament. pfj o ow pO Ll Q NOW THEREFORE, the City Council and Mayor, on behalf of the citizens of ➢ ~C(i~ Ashland, hereby proclaim August 6, 2017, as: D "Hiroshima Day and hereby proclaim August 9, 2017, as: D ° 'Nagasaki Day °P in the City of Ashland and invite all citizens to participate in the Hiroshima- 0 TG Nagasaki vigil activities. Q Dated this 1St day of August, 2017 T s!~~LIl1 9 ~P John Stromberg, Mayor Melissa Hutalah, City Recorder .0 . O ~ Cv ° ~ ~ b ° c7 a Cv °a~ a ty F j arJ g ~v °a V p tv a a d ~ h~ ° vJ' Cv -Yo 4 ~o Minutes for the Conservation Commission April 26, 2017 Page 1 of 5 MINUTES FOR THE ASHLAND CONSERVATION COMMISSION Wednesday, April 26, 2017 Siskiyou Room, 51 Winburn Way 1. Call to Order Chair Marni Koopman called the meeting to order at 6:00 p.m. Commissioners Roxane Beigel-Coryell, Risa Buck, Jamie Rosenthal, James McGinnis, and David Sommer, were present. Staff member Adam Hanks was present. Commissioner Cara Cruickshank was late. Council liaison Rich Rosenthal, and commissioners Mark Weir and Bryan Sohl were absent. 2. Consent Agenda Beigel-Coryell/Buck m/s to approve the minutes of March 22, 2017, as presented. Discussion: None. Voice Vote. All Ayes. 3. Announcements The next commission meeting will be May 24, 2017. The SOU celebrations of Earth Week and Arbor Day were very successful. Next month SOU will start working on an update to their climate action plan. 4. Public Forum Krisly Mergenthaler - stated that she is from the Southern Oregon Land Conservancy. She gave an overview of conservation easements and how they are used by the public. She gave background on how they are hoping to bring together a.partnership for easements on the Imperatrice Property. There is a high conservation value of the property and encouraged the group to learn more about the Imperatrice Property and the efforts of SO Land Conservancy. Commissioner Cara Cruickshank arrived 6:08 p.m. Pepper Trail - stated that she is from the Audubon Society and that they are working with SO Land Conservancy to survey the Imperatrice Property, specifically the native birds. She described some of the birds found on the property and the concerns they have with loss of habitat. Huelz Gutchen - stated that one quarter of all species have been lost due to climate change. He suspects this is largely due to human overpopulation. He informed the group that at the Earth Day festivals there was a Tesla that he got to sit in and he was very impressed with the design. He stated that he is encouraged by some of the solutions to climate change and wonders if new technology will be the key to solving it. 5. Reports/ Presentations/ Updates Recology Quarterly Report - Rosenthal stated that the Earth Day event was good. Recology received many questions regarding why the Plastic Roundup is no longer available. She stated that now more than ever reducing and reusing is important (and is Recology's focus) because changes in China's regulations means recycling of those materials isn't an option. May 6th is the Minutes for the Conservation Commission April 26, 2017 Page 2 of 5 Household Hazardous Waste event at the Rogue Disposal transfer station in White City. Also on May 6th is the annual Firewise Clean Up day at the Valley View Road transfer station. Recology has started a "lend me a plate" project, the goal of which is for large events to have low or no waste. If you're holding a large event, you can borrow plates, cups, etc. from Recology. More information on these programs is available on their website. City Conservation Programs and Operations - Hanks stated Conservation staff also attended the Earth Day event and thought it went well. Staff is currently working on an update to the net metering policy, in hopes it will pave the way for more community solar installations. They also need to update the Land Use Code in order to use the new smart build program. Hanks gave the group an overview of the upcoming budget process and when the proposed CEAP position is likely to be discussed. Group asked Hanks questions about how CEAP activities might be handled if the staff position is not approved. He gave an overview of some of the prioritizations of activities which would likely occur in order for current staff to take on the work. Water Subcommittee - Buck handed out a flyer for their upcoming laundry to landscape event. They are hoping to have a good turnout. She stated that she is impressed with the number of water and rainwater catchment related classes in the Park's guide. Cruickshank stated that the group is hoping to reach out to the building and pluming community for their classes in the fall. 6. Old Business Sneak Preview Column - group discussed Cruickshank's article regarding water and offered small grammar edits. Buck/Sommer m/s to approve the article with changes as suggested. Discussion: Hanks asked who should be named in the byline? Cara or the whole water subcommittee? Group agreed that as Cara did the actual writing it should be her byline. Voice Vote: All Ayes. Motion Passes. Group discussion potential article topics and agreed to the following: • July - a CEAP recap, written by Sohl and McGinnis • August - Storm water/drains (keeping leaves out of streets), written by Cara Conservation Commission Powers and Duties _ Group reviewed what their role, projects, activities and focus was prior to the Climate and Energy Action Plan ad hoc Committee, which took up so much of multiple commissioners' time. They also discussed what duties and areas of focus they assume the proposed CEAP commission will handle and what might be missing. See notes from brainstorming session, attached. Group discussed concerns that most of what the current commission does is education and outreach and that this would likely not occur with the new commission. Group discussed the ways the commission can bring the most support to the City of Ashland. Minutes for the Conservation Commission April 26, 2017 Page 3 of 5 Group agreed that a hybrid of a traditional commission style (one which received specific direction for it's work from Council) and the current commission style (one which bases its focus on the interests of those appointed to the commission) would be the most preferable of the commission options. Group agreed that they would like Koopman to draft a memo for Council regarding this discussion. McGinnis/ Buck m/s to adopt/ choose the Option A recommendation (hybrid model). Discussion: Cruickshank expressed concerns that the two absent members of the commission did not have a chance to participate in the discussion. Voice Vote. All Ayes. Motion Passes. 7. Wrap Up Group requested that the following be on the next agenda: • Final recommendation to Council on the commission options . Presentation and discussion from the Southern Oregon Land Conservancy Meeting adjourned at 5:00 p.m. Respectfully submitted, Diana Shiplet Executive Assistant Minutes for the Conservation Commission April 26, 2017 Page 4 of 5 Conservation Commission (Currently) Mission: Educate and Advocate for the wise use of resources by City Government and the people of Ashland Policies, implementation strategies, and funding related to: • Recycling, waste reduction • Electric conservation • Water conservation • Resource conservation • New power resources • Renewable resources • Education about efficiency issues Activities and Events the Commission has undertaken: Storm drain marking Car wash kits Graywater conference Plastic bag ordinance Sustainability Awards Earth Bowl Anti-idling campaign- Sneak Preview column Compost classes, other classes Bottle/can collection baskets downtown Cigarette butt pilot program CEAP planning - started as a subcommittee Sustainability planning - ICLEI Catchment education Leaf blower discussions/ research Master water plan involvement Recycle-center ad hoc Green Business Awards 4th of July Leaf bag program Garden Club Earth Day Expectations of this Commission- * Arrive on-time • Attendance rules (3 and then off.- established by the City Council) • Guideline for Membership - 6 citizens plus 3 reps from Ashland School District, Recology, SOU • Meetings should be noticed, have minutes taken, and be accessible to the public 0 Participation on Subcommittees (everyone should be working on something) Minutes for the Conservation Commission April 26, 2017 Page 5 of 5 CEAP Commission Potential Duties • Monitor/ advise CEAP implementation o Monitor/ recommend modifications to targets • Monitor progress of the Greenhouse Gas Inventory • Make sure public input is considered on impacts to: - Social - Environmental - . Economic • Recommend changes to ordinances, policies, practices for greenhouse gas reduction (businesses and citizens) • Make sure decisions are socially equitable • Protect Ashland's quality of life • Communication with other commissions and city staff • Guideline for membership: 9 members; at least two 35 and under, with one of those 25 and under; representing diverse interests, a Council liaison, a city staff liaison Two Potential Commission Options Option A Option B Conservation Commission has CEAP actions Separate Commissions incorporated into it (could become the CEAP commission) Business as Usual Traditional Comm. Many current activities (focus areas) will go away: Continue outreach Recommendations Where would the activities go? and education based on what needs identified by the City and/or CEAP Commission does Research, respond to What about subcommittees? activities based on needs (might not be expertize and interest of members) interests of members Free to come up with Other commissions Activities outreach, education not a actions of our own do AN activity rather part of the CEAP committee than multiple activities Probably more More influence Conservation Commission has a huge role in requests bringing information to other commission - staff would do that More resources, energy, cost to have two commission Could work with strong subcommittees Minutes for the Conservation Commission May 24, 2017 Page 1 of 3 MINUTES FOR THE ASHLAND CONSERVATION COMMISSION Wednesday, May 24, 2017 Siskiyou Room, 51 Winburn Way 1. Call to Order Chair Marni Koopman called the meeting to order at 6:00 p.m. Commissioners Mark Weir, Cara Cruickshank, Jaime Rosenthal, James McGinnis, Risa Buck, and Roxane Beigel-Coryell, were present. Staff member Adam Hanks and Council liaison Traci Darrow were present. Commissioner David Sommer was late. Commissioners Bryan Sohl was absent. 2. Announcements The next commission meeting will be June 28, 2017. McGinnis encouraged the commission members to attend the 3rd budget meeting, to show support for finding funding for the proposed CEAP staff position. Commissioner Sommer arrived 6:05 p.m. There is a climate action group which is regularly meeting on the first and third Wednesdays of each month from 5:30 - 7:00 p.m. in Jim Hartman's classroom at Ashland High School. The group welcomed new Council liaison, Traci Darrow, and introduced themselves to her. 3. Public Forum Huelz Gutchen - stated he has been attending Conservation meetings since 2003 and that increases in climate issues are now starting to cause real-life freak outs. He described the four parts of energy and stated that each part deserves to be its own commission. He stated that the federal government is likely removing lots of energy efficiency funding but that it's okay because the only way to really improve anything is to build new houses with solar panels and wired for electric vehicles. He stated that the biggest bang for our buck is solar panels. Every Friday at 5:30 p.m. he is at the public library to teach people about any technical questions they may have. 4. Reports/ Presentations/ Updates SOU Quarterly Report - Beigel-Coryell stated that there are many projects going on including: • Commencement will be held on June 17 and they are working with EGOS to re-sell used caps and gowns. It's the 3rd year of the program and the use has increased. • They are also encouraging people to not use one-time-use plastic water bottles at commencement by doing a giveaway of reusable bottles and they will also collect the unused ones for prizes later. • Working with Goodwill again to recycle goods from students moving out of the dorms. • There is a new notification system for broken sprinkler heads. • On campus there is a new botanical tour, trees are labeled with QR codes so people can look up more information on their smart phones. Minutes for the Conservation Commission May 24, 2017 Page 2 of 3 • The school is working on getting LEED certification on the currently in-progress construction and remodel projects. • They are working with the dining facilities to do a "meatless Monday" program. So far . they have agreed to do so once a quarter. • The dining facilities agreed to change from single-use ketchup bottles to bulk dispensers. • The Student government is working on an agreement to help finance solar panels which are being installed this summer. • On June 5th there will be the first ever SOU Sustainability Awards in the Meese Room of the Hannon Library. • They are working with the Southwest Point.transportation system to move the local stop closer to campus. Group discussed the challenges of receiving LEED certification and the future of solar installations on campus. Council Update - Darrow stated that they are in the middle of the budget process and that she has been encouraged by the community participation in the process. Group discussed the best ways to help the Budget Committee understand the importance of finding funding for the CEAP staff position. City Conservation Programs and Operations - Hanks gave an overview of the current budget process and some specifics of the Conservation Department budget request. He gave information on program changes with BPA funding. He gave an overview of some net metering changes he and the Electric Department will soon be proposing. Water Subcommittee - Buck stated that on June 3`d at North Mountain Park there will be a course related to laundry to landscape and rainwater catchment. It's both a tour and an information session. 5. Old Business Sneak Preview Column - McGinnis handed out his draft article and the group made some minor suggested edits. Buck/Weir m/s to approve the article with the. understanding that small edits will be made between now and the due date. Discussion: McGinnis requested that any edits be sent to him by June 15th. Voice Vote: All Ayes. Motion Passes. Group discussion potential article topics and agreed to the following: • August - Car Wash Kits, written by Cruickshank with assistance from Buck • September - • October - Keeping leaves out of storm drains Conservation Commission Powers and Duties - Koopman gave an overview of the draft recommendation that she wrote up based on last month's discussion. Group gave some edits in the wording. Minutes for the Conservation Commission May 24, 2017 Page 3 of 3 Buck/Beigel-Coryell m/s to approve the draft recommendation report, including the edits made at this meeting and request that the recommendation be forwarded to the City Council. Discussion: Weir stated that he doesn't see the need to propose two separate commissions, that the Conservation Commission can handle all the duties of CEAP with a change in powers and duties. He is also concerned with the extra financial burden of two commissions. Koopman wondered if her report isn't written clearly enough if he still doesn't see the need for two commissions. Beigell-Coryell reminded the group that in the past two years, with a large percent of the Conservation Commission members on the CEAP ad hoc Committee how few projects were actually able to be done by the Commission. Buck stated that she thinks the report does a good job laying out all the things which will not occur without the Commission. Weir stated that he doesn't think it's a bad thing for some of those ancillary duties to stop while the group focuses on the CEAP. Cruickshank stated that she originally also started on Weir's side in thinking only one group made sense but at the last meeting she was moved by the discussion regarding the potential value of each commission's potential activities. Buck stated that for her, one of the great things of Ashland is the amount of public participation allowed and that this is democracy in action. Even though this participation does have a financial cost, she is uncomfortable with the alternative of less participation. Voice Vote: 7 ayes, 1 nay. Motion Passes. 6. New Business SO Land Conservancy Presentation - Group discussed the public forum input from last meeting and what some of the current discussions surrounding the opposing uses of the Imperatrice Property might mean. Additional North Mountain Park Class Opportunities - Buck stated the deadline to submit classes for the Fall class schedule is Wednesday, May 31St. She encouraged those who want to teach a class to submit the information to Parks by that date. Group discussed what classes they may want to include in the Low Impact Living series. Commissioner Cruickshank left the meeting 7:45 p.m. 7. Wrap Up Group requested that the following be on the next agenda: • Imperatrice Property (presentation by SO Land Conservancy if they are available) • Follow up discussion of June 3`d tour • Update on downtown recycling pilot project • CEAP Goals and Targets ordinance discussion Meeting adjourned at 7:54 p.m. Respectfully submitted, Diana Shiplet Executive Assistant ASHLAND TRANSPORTATION COMMISSION MINUTES June 22, 2017 CALL TO ORDER Graf called the meeting to order at 6:00 pm Commissioners Present: Joe Graf, Dominic Barth, Sue Newberry, David Young, and Corinne Vieville Commissioners Absent: Kat Smith Council Liaison Present: None Council Liaison Absent: Mike Morris, and Rich Rosenthal SOU Liaison Absent: Janelle Wilson Staff Present: Scott Fleury, and Tami De Mille-Campos Staff Absent: Mike Faught ANNOUNCEMENTS Graf announced the appointment of a new commissioner, Kat Smith. She will be joining the commission at the next meeting. He reminded the commission that still leaves.one vacancy. Graf announced he is adding an agenda item under old business. Item A is going to be an update regarding Tuesday's Council meeting in which there were two transportation items on the agenda. He also reminded the commissioners that he and Scott meet the second Monday of every month to plan the agenda, so if anyone has any agenda items they would like to see added please get in touch with either of them beforehand. He stated his philosophy is the task list is agenda items, so anything that is on the task list is fair game for discussion during that time. APPROVAL OF MINUTES Approval of Minutes: February 23, 2017 Newberry/Barth m/s to approve minutes as presented. All ayes. Minutes approved. Approval of Minutes: April 27, 2017 Barth/Newberry mis to approve minutes as presented. All ayes. Minutes approved. PUBLIC FORUM Lisa Hamilton, 1273 Iowa Street Lisa described an experience she recently had when a vehicle crashed nearby her parked car. She saw the vehicle fly up onto what little sidewalk there is in that area. The vehicle collided with the power pole at the corner of Iowa and Avery Street. She described how scary that experience was especially since she has stood at this very pole with her children as they wait to cross the street. She quickly called 911. This is not the only vehicle crash in this area that she has witnessed first-hand. Months back there was another crash late in the night, involving a vehicle crashing into her neighbor's parked van. Many of the drivers on this street are new drivers in high school and living as though they are invincible. Many of the drivers are college students, heading home from parties and bars. Mistakes will be made and many have already been made. While those mistakes can't be stopped entirely, it is everyone's responsibility to do all they can and to help slow people down and make the street as safe as possible. Karsten Peterson, 321 Bridge Street They are part of an area that has a lot of kids on it. Her kids go to Willow Wind School on East Main. Their route to Transportation Commission June 22, 2017 Page 1 of 8 school is to cross Iowa Street, cross Wightman Street, and then cross at Wightman/East Main. Her kids went on to share their own experiences. Drake shared that he and his brother were taking their dog for a walk down to the park and they saw a car speed up and then start to drift. They started walking out and the car sped up headed towards them and almost hit them. They have made some routes around Iowa to help them get around but they take longer to get to school. They would really enjoy having a crosswalk there. Bodhi agreed that it is really hard to cross Iowa Street without a crosswalk because cars park along the sides of the street and you have to walk almost to the middle of the street in order to get a view of what is coming. He thinks it would be good to have a crosswalk there so people will slow down and so people will have a safe place to cross the street. Newberry pointed out that Iowa Street safety concerns is listed as an agenda item, under task items Phil Hutchings, 2404 Siskiyou Blvd. He is representing himself and his neighbors. He has noticed the speed trailer at the middle of Bellview Street. He isn't sure why it was set up there but he thinks it was probably due to excessive speed. Graf pointed out that item is also on the agenda task list. Colin Swales, 143 8th Street He is a member of the Southern Oregon Electric Vehicle Association. He doesn't own an electric vehicle himself but having previously been a member of the Planning Commission and the Transportation Commission, he is interested in how the city is dealing with the infrastructure that comes with electric vehicles. He attended a meeting the other night and wanted to relay the information. SOEVA will have an entry in the 4th of July parade, the day prior and the day after that they will also have meetings at the Ashland library. The meetings have to do with ODOT sending a representative to discuss how to deal with autonomous vehicles and how that will effect infrastructure, One of the reasons he got involved with the club is because they were supporters of a shuttle coming to town. Josephine County is going to refurbish a bus to use as a shuttle between Grants Pass and Medford. He will send an email to staff with further details that can be forwarded on to the commission. He also shared one of the things he has been doing for quite some time is monitoring traffic on arterial roads. He has always been a great proponent that we don't need three lanes of auto traffic in our downtown. To that end, he has been monitoring ODOT's figures. The figures are usually a few years behind but the figures have been dropping. 2013 was the lowest since 2003. It has had a slight uptick which may be because of the low fuel prices currently. He will also forward those details to show what the arterial traffic is doing in the downtown, and along Siskiyou, North Main and Ashland Street. While there are still citizens in the audience that spoke about Iowa Street Commissioner Newberry had a few things to share. She shared she has a background in communities doing pedestrian/bicycle safety. One of the things she is going to be trying to encourage staff to do is to start including citizens and commissioners when doing studies such as the study on Iowa. Her experience is the best way to do that is to include people such as Lisa Hamilton who spoke earlier. Newberry also mentioned that crosswalks won't slow people down by marking them. Those crosswalks are legal crossing places now whether they are marked or not. Marking them does help pedestrians feel more comfortable though. NEW BUSINESS Bicycle Swap and Education Program Presentation by Ashland Parks Lori Ainsworth, City of Ashland Parks and Recreation Egon Dubois, teaches bicycle safety classes throughout Ashland Lori updated the commission on how this year's bike swap went. She shared that they use funds generated from the bike swap to facilitate the bicycle safety education program which is operated in the elementary schools. The Transportation Commission June 22, 2017 Page 2 of 8 Ashland Parks and Recreation (ARP) assumed the role of managing.this program back in 2012. It costs APR about $9,000 per year and is included within their budget. That pays for the instruction and maintaining the fleet of bikes. This year the bike swap was on Easter weekend and it also happened to be the last day of skiing at Mt. Ashland, so the event was down by about eighty customers from the prior year. The gap between revenues and expenditures this year was $2,600 compared to $1,000 last year. Overall the bike swap is still a very popular community event. Young said his experience was it was less publicized than in previous years. Lori said she would pass that along to the marketing group and to Rachel Dials, Recreation Superintendent. Young also recommended they get communicate to the commission a few months in advance of the event so it can be more on people's radar. Egon stated last year this program was only taught at three schools which is unfortunate that it isn't taught at all of the schools especially because it is free of charge. He pointed out that he has approached Willow Wind every year and every time they have declined. In his opinion, Willow Wind is one of the most problematic schools in terms of access to the school. He wished that Karsten Peterson who had spoken during public forum had stuck around. He feels she could make a great champion for him at that school. Barth said he had remembered talking about Bellview at a previous commission meeting and trying to make further attempts to get them on board but then it became apparent that they were not interested. Young said the Principal is adamantly opposed to the program right now because of the inadequate infrastructure. She doesn't want to encourage kids to bicycle because of this problem. Egon said in previous years he would approach the teachers and Principal of Willow Wind and Bellview via email, occasionally in person as well which he will do this year as well. Despite the fact that he primarily teaches bicycle safety education, he starts by teaching pedestrian safety education and he thinks maybe that is a good thing to point out to the Principal so she can reconsider the program. Newberry suggested when meeting with the Principal that he find out precisely what the concerns are of the Principal. She lives nearby that school and has observed one of the issues is the parents driving in/out of the school. The drop off/pick-up area is inadequate. If we could get more specific information regarding the problems then maybe the school/commission could work together to solve all of the modal issues. She offered to join Egon, being that she has a lot of background in safe routes to school programs. Egon said he would reach out to the Principal first and then get back to Newberry. Graf said it is discouraging because they had gone ahead with the four way stop at Tolman and he had hoped that would mean they would then take advantage of the bicycle safety program. Discussion was had regarding the need for safe routes to school. Egon said he would be willing to meet at any time to have further discussion. Zagster Bike Share Program Andrea Napoli, Rogue Valley Council of Governments (RVCOG) Fleury went over his staff report regarding how the bike share problem came to existence and the current desire to work with RVCOG in order to keep this program going. Napoli shared that United Way began this program in 2015 utilizing grant funding. United Way approached the RVCOG a few months ago to see if they would be interested in taking it over as the grant funding was ending on July 24, 2017. The RVCOG had secured grant funding through ODOT and RVTD. Given the short time frame they decided to eliminate some of the current six stations, with half of the use at the Water Street station, and go with the stations that were performing. The ODOT grant funds two stations, twenty bikes for three years. The RVTD funds two stations, ten bikes. With that, the Front Street station in Medford will remain because that was important to RVTD. Other than that, everything through the grant funding will be in Ashland. They have also been working with the self- sufficiency office through the State, they administer Medicaid, SNAP, the jobs program, and Assistance for Needy Families etc., to be able to offer them free use of the system. Young thinks the program is fantastic and it is mentioned in the 2012 Transportation System Plan. He asked if the Siskiyou Boulevard location is the location to serve the underserved. Napoli said it was. He thinks the tourist location Transportation Commission June 22, 2017 Page 3 of 8 is very important than everyone thinks, he would love to see it move from Water Street to the Plaza. He thinks ScienceWorks would be a great partner because a lot of families that visit there from out of town and many of them say they don't want to drive when they get into Ashland. Napoli said there are definitely partnerships in the works and they plan to continue to work on securing private sponsors. Right now there is a system in Ashland that will work and once that is installed they can implement other phases if other interested parties come on board. Right now this is being funded with public money but her hope is that they can approach private parties and entice them to support the program by demonstrating that the program is being utilized. She said if anyone has any ideas for potential private sponsorships to please contact her and she will get it added to the list. Asante and OSF are currently on the list for future exploration. Young/Vieville mis recommend to Council that the commission supports the participation in the new RVCOG program, including two stations. All ayes. Motion passes. Young feels this will be a successful program and there will be opportunities for private partnerships in the future. Vieville asked about the potential for adding a tandem bike to the system which could have the potential to benefit the visually impaired. Napoli said there aren't currently any tandem bikes in this system but she can discuss this with Zagster. Vieville asked Napoli if she would be willing to meet with the Lions Club to discuss this, if Vieville was able to set something up and Napoli said yes. July 2017 Meeting Date Fleury reminded the commission that this request is due to him being away at a conference that week. Discussion was had and the commission decided on July 20 from 4:00-6:00 p.m. in Council Chambers. TASK LIST Discuss current action item list Barth asked about the Hersey/Wimer signal warrant analysis and Fleury said that had been postponed due to budget meetings but it is on the July agenda, along with a quarterly update on the Road Diet. Young asked about the super sharrows along Main Street. He said it has been approved by two bodies and he is wondering when this is going to take place. Fleury said the budget was just approved by the budget committee and that budget includes the Capital Improvements List of which the super sharrows was a part of. He is going to task Faught with getting that going this summer and gaining ODOT approval (it is their jurisdiction), so hopefully we can see some forward momentum very soon. Barth asked about the TSP Update and Internal Feasibility Analysis. Fleury said the RFP for the TSP has been advertised and responses are due back by August 1, 2017. Once the responses come back they will begin the formal process, in which Newberry has agreed to be the Transportation Commission representative. Graf shared that Newberry made a great presentation to Council on the East Nevada Bridge and the commission's stance on it. He said there was quite a bit of discussion on this and the vote was not unanimous; they did vote to not go forward with the bridge as proposed in the TSP. He further described how the Council meeting went. Young said he went to the RVCOG meeting last week in which Faught gave a presentation for a twelve foot bicycle/pedestrian bridge or a twenty foot bicycle/pedestrian/emergency vehicle bridge, citing the current fire code. He also presented the Independent Way project as an option. His sense was there had been discussions amongst people in advance of that meeting. The temperature of the room at that meeting was that a bicycle/pedestrian/emergency vehicle bridge would score far less with them than the Independent Way project. That is no surprise to him but is disappointing. Fleury explained we would have to submit 'a new application for transfer of Transportation Commission June 22, 2097 Page 4 of 8 the grant funding ($1,500,000) over to the Independent Way project. If the RVCOG supports it, then it would go to the RVMPO and they would decide if those grant funds will be reallocated. Young said the Greenway Board is also a potential for funding. They were present at the RVCOG meeting and there was a lot of discussion at that meeting. Fleury said the Greenway Board is very supportive of that connection. Newberry asked if this could be added on a future agenda rather than keep the people in the audience who are here for the next agenda topic waiting. Newberry would like to have the support of the rest of the commissioners to work with Public Works on the Iowa Street Safety Concern issue. She would like to maybe do something like a walking audit, where they would go out there and observe. She doesn't want to have to wait until school starts to fix the problem. Fleury said part of the problem with school starting is the car counts for turn movements, the rest of it will begin when the new budget year starts. Newberry said she understood and would like to be involved in that process. The commission supported the idea. Barth asked about the Sidewalk Clearance and Vegetation Maintenance item. He said they were previously told there was going to be an app for that and he wondered if that had taken place. Fleury said there is an App called My Ashland which you can submit complaints through. OLD BUSINESS Pilot Residential Parking Permit System for Gresham Street Savannah Randall, 810 Park Street She shared that she isn't a resident of Gresham Street but she does spend a lot of time on the street, as her Professor Craig Wright lives there. When she first moved to Ashland she lived across the street from AHS and she experienced a lot of congestion during the day but it tended to loosen up in the evening and during school breaks. In her opinion, if you are a homeowner you shouldn't have that struggle every single day, Donna Wright, 1274 Munson Drive Her grandson lives here and over the years she has seen how horrible it is to try to park nearby. She spoke about something as simple as having small children and trying to unload groceries while parked four blocks away. And other things like taking your child to school while the weather is bad, and the sidewalk is icy. If there was room to put a driveway in, her son Craig would have already done that. She feels people ought to be able to park within a reasonable distance to their house. She doesn't think this residential parking program will be harmful to anybody, Craig Wright, 25 Gresham Street His intent isn't to reiterate what he has already said. He thanked the commission for considering this. He wanted to take a moment to acknowledge Teri Disilva who is currently ill (she served the Ashland Police Department for many years). This isn't a matter of convenience for his family,-it isn't an issue they can speak of in idealistic terms and he doesn't think they can afford to look at it that way. It affects them each and every day, it is a basic necessity in life. He believes the community should try to provide for their residents. The library has designated parking spaces, a bike rack, is centrally located and even has a bus stop. He said he is getting older and plans to retire in ten years and he doesn't know how he will feel then. The stories such as the difficulty with unloading groceries, aren't exaggerations. He feels like he is being encouraged to drive more because he spends an extra 15-30 minutes per day driving just to find a place to park. He feels this is an opportunity to do something that is very low cost. He really wants to speak as highly as possible but he has been dealing with this for twenty-three years now and for twenty-three years now he has been asking for a solution. He has done all he can, even going without a vehicle for several years before having children. Colin Swales, 143 8t~ Street He said this has been a long, ongoing problem. He owned property at 461 Alison Street since 1995. He was surprised when he found out about this because he didn't receive notice of this and yet he is in that immediate area. He said this all started when the library was re-zoned from residential to downtown commercial and thus not requiring off street parking, which allowed them to quadruple the size of the library and cut the parking. His memory of it is that they were going to try to have parking on both sides of Gresham Street and then they found that it was too narrow to Transportation Commission June 22, 2017 Page 5 of 8 do that. At the time the Planning Director (Mac) unofficially designated the north side of Alison Street as defacto library parking, which is what in fact happens with at least two-thirds of the block. He said it isn't just library patrons that come and go, it is library staff as well. He knows the situation that Craig is in and he fully supports this idea. He is just interested to see how this works out and possibly if it can be extended into the other neighborhoods that suffer from the downtown congestion. One of the things that could be done, is to possibly offer an incentive to downtown employees to park in the parking garage, rather than on the residential streets. He requested that any future discussion of this by either the Transportation Commission or the City Council be noticed to the residents on Alison Street and also Union Street. Christina Hubbard, 850 Blackberry Lane She used to live on Gresham Street. She shared with the commission that she appreciates them considering this. She feels it is wonderful for the commission to consider a local's need. The people who live on Gresham Street pay a premium to buy their homes and to keep them up to historical standards. It seems like they do their part to keep their houses looking the way the City wants them to look but it isn't right for them to have to work so hard to just be able to come and go. She spoke about this past winter with all the snow and ice that we got and how difficult that is for the aging residents in that neighborhood who have to park blocks away. Young feels there are two issues here. One, is specifically related to Craig's issue. He feels there is some level of service that is owed to him if there is absolutely no off street parking option. He feels that is legitimate. The issue for him is he wonders if you can do an individualized thing as a pilot. He thinks we can do a pilot for a particular residence on a request basis, if it is allowed. He remembers exactly what Colin Swales described with the changes to the library parking. He shared that the Downtown Parking Committee started to look at a residential parking permit program and that's when everything got tense, and things got pushed off. That parking plan got voted down by Council. With that said, he thinks we should look at individual requests, based on a residence having no off street parking. Newberry isn't sure that it is practical given what Diamond Parking said at the first meeting she isn't sure how feasible and practical it is. If we have something that isn't enforced, it's useless. She feels it is more enforceable if we have the five spaces. She is concerned about the letter opposing this, which was just handed out and inserted here into the record. The resident is concerned about pushing the vehicles further up Gresham. She would anticipate if this was done as a pilot project to see how it worked, that there would be parameters set but she believes we will have requests coming in from nearby residents very quickly. We need to be careful because whatever is decided for this situation is likely going to determine what happens for residential permits. She thinks we may want to consider limiting the number of permits per household but not limit the people that would be eligible, that way residents along Gresham, Alison and Union could apply, and limit the permits to two per household (no off street parking) or one per household (off street parking). She believes we should do this as a pilot and if it doesn't work then we will know what doesn't work about it, which will give us a foundation to improve. We need to approach it very carefully and approach it as a new pilot program. Vieville feels it is important to be able to be close to where you want to get to, especially if you have an illness or develop a disability at some point in life. Barth thinks some sort of permit system is overdue and he is hoping this will maybe effect metered parking downtown. He thinks the five spaces that were presented at the first meeting, is a good place to start. Graf agrees with Young and is fully supportive of doing one or possibly two spaces for Craig, but he is not supportive of starting the precedent of giving "free reserved parking" to everybody who feels they don't have adequate off-street parking.. He supports the situation that the Wright's are in and he supports supplying one space for them but he doesn't think we should supply five spaces just because it is easier for Diamond Parking or because that is the block section. Fleury pointed out when he and Faught first went out there they talked about installing a driveway in the front yard so there was dedicated parking.1f a driveway was installed, per our standard, he could take up thirty feet of frontage which would equate to almost two parking spaces there. If he were to do that you would lose more spaces than you Transportation Commission June 22, 2017 Page 6 of 8 would gain by having the off street parking in front of his home, Wright informed the commission that he attended every one of the library meetings pleading his case about how it was going to affect parking and he was reassured about how it was going to be ok. Newberry m/ move forward with a pilot project that would create the five spaces on Gresham as a pilot project that would run 6.12 months. At six months, at a minimum, the pilot program would be evaluated. Motion died sue to lack of second. YoungNieville m/s due to compelling circumstances and lack of off-street parking the Commission requests Council approve the provision of one reserved parking space in front of 25 Gresham Street for use by the homeowner, to be reviewed after one year. All ayes. Motion passes. FOLLOW UP ITEMS None INFORMATIONAL ITEMS Action Summary Accident Report Officer MacLennan went over the accident report for March and April and they discussed a few of the accidents listed. Officer MacLennan spoke regarding the residential parking issue. This was something that was brought up to him about six months ago by the Director of SOU Security who would like to come and speak to the commission in the near future. SOU just purchased a program that uses a license plate reader and his theory is that his students shouldn't be bothering residents that are surrounding the school. The resident's license plates would be saved-in the system and if they have visitors, you can go on any smart phone and add the plate info to the system (or call in). He thought this might be something we want to look at if we do venture into more residential parking permits. Officer MacLennan shared he had a complaint about parking on Tolman Creek, just above Siskiyou Blvd. (County roadway). The road is narrow and people tend to park along the shoulder, and there aren't any no parking signs. He said he wasn't sure there would be anything that could do about enforcement because it is a county road. He passed the information along to Fleury. Officer MacLennan spoke regarding the issue with Iowa Street. He said Karl Johnson (Engineering) did a speed study and the average speed was 22.4 mph, there isn't a speed issue up there. We need to remember when they are talking about these crashes that are happening, these crashes are due to intoxication. There is a blind spot issue with the power pole on the SE corner of Garfield. Officer MacLennan mentioned that is just so happened that Washington/Ashland got brought up today because he had two crashes out there today involving U-turns. ODOT has talked to him and want him to enforce U-turns out there and he has asked them to install signage and they have said no. Making an Impact Newsletter (May) COMMISSION OPEN DISCUSSION FUTURE AGENDA TOPICS Next Meeting Date: July 20, 2017 Transportation Commission June 22, 2017 Page 7 of 8 ADJOURNMENT Meeting was adjourned at 8:27 p.m. Respectfully submitted, Tami De Mille-Campos Public Works Administrative Supervisor Transportation Commission June 22, 2017 Page 8 of 8 Thursday June 22, 2017 Due to the lack of residential parking in front of our home, we are never able accommodate guests, workers, trucks or moving vans. So, whenever we need to have any work or maintenance done, trucks often need to park blocks away and hand carry equipment, because library employees and others who don't live on Gresham Street take up all the spaces in front of our houses. There is never a free space in front of our home, the Wrights' home, or the home on the other side of them. Consequently, our guests need to carry luggage or potluck dishes, often from several blocks away. It's an ongoing headache for everyone who lives on this street, especially as we get older, facing broken bones, other health complications, etc. What good will building wheel chair access do us if we can't access the house because non-residents are taking up the few spaces in front of our homes? The situation is extremely difficult for us and impossible for the Wrights. It should also be noted that.we own historic homes, which require extra expenses for maintenance and repairs, as that's what the city requires of us. Reciprocation for these expectations through the establishment of residential parking would at least help us, by giving us a place for us and our workers to park. Thank you for. your consideration. Steven and Patricia Cutler 31 Gresham Street Tami Campos From: Mike Faught Sent: Tuesday, June 20, 2017 8:16 AM To: Scott Fleury; Tami Campos Subject: FW: Pilot Residential Parking Permit for Gresham Street (5 spaces between Hargadine and Beach Streets) i From: Thomas G. Paterson (mailto:paterson@mind.net] Sent: Tuesday, June 20, 2017 7:38 AM To: Mike Faught Subject: Pilot Residential Parking Permit for Gresham Street (5 spaces between Hargadine and Beach Streets) To Michael R. Faught, Public Works Director: S' Thank you for your letter of June 14, 2017, about a "Pilot Residential Parking Permit for Gresham Street." We cannot attend the June 22 meeting of the Ashland Transportation Commission. I welcome your putting this message into the record and letting me know that it arrived. r I think this proposal is a bad idea that will compound, not remedy, the parking issues on Gresham Street and connecting neighborhoods. First, removing five spaces will simply push cars farther up Gresham Street, thus negatively impacting parking for residents above Beach Street, who already see a clogging from heavy Library users' parking. r. Second, its seems clear that five spaces are more than are needed. There are three buildings on Gresham between Hargadine and Beach. One of the houses has a garage and a driveway just off Beach. The "house" at the corner of Hargadine and Beach offers rental units and already has parking places on Hargadine. The only house that apparently has no parking on its premises sits r between these two mentioned places. The owner has two very large vehicles that really take up three spaces. But, regardless of the car sizes, your granting the owner any specially-designated spaces will privilege him/her over all of his neighbors, including many who live up Gresham, or on Allison and Vista. r Thud, the question of enforcement of the use of the proposed five spaces looms large. People who are determined to visit the Library, even for a "short time," will not always honor the a parking permit restriction. Such people already park in front of a nearby driveway, sometimes blocking it, and they even knock over recycle and garbage bins placed on the curb for our 5 Tuesday pickups. Who will enforce the parking permit requirement? The police? The police have a lot more important activities to undertake than to drive constantly on Gresham Street 1 , looking for violators, be they Ashlanders or tourists. The police department has more important business to conduct that to answer phone calls about the misuse of the spaces. Sincerely, Thomas G. Paterson 63 Gresham Street Ashland, OR 97520 .541-201-0369 (home) pater-sori o,mind.net; I I 2 6/23/17 Commissioners Graf, Barth, Newberry, Young and Vieville 1 had intended to see you all last night. ( June 22, 2017) at the TC meeting, but had a conflict come up at the last . minute which prevented me attending- I want to THANK each of you for your extraordinary hard work on the.E. Nevada Bridge project (N17) and in particular commend Sue Newberry for her concise, summary of your work to the City Council meeting on June 20, 2017. Joe Grafs presence further added credibility & accountability to the TC presentation. Clearly your work, public. feedback and factual engineering data came together to convince Mike Faught (to support to reject ) and the CC to vote to reject N 17. The CC was well informed of the complexities of N 17 and it was clear they appreciated they had received a comprehensive briefing prior to the 6/20/17 Council meeting.. Your efforts contributed to the Council being well informed. Members of the CC were very complimentary to you all. & one also thanked. the TC for the letter (penned by Joe & Sue) the CC received shortly after the March 23, 201.7 meeting. at which the TC recommended N17 be rejected. It is my opinion that the CC has a new found respect for the work- ethic and dedication to examining details & facts you have shown you deliver. I also believe the TC performance will continue as new projects & proposals land on the TC desk. These will be well vetted & examined by the TC to the benefit of the residents of Ashland. I look forward to attending further- meetings and am especially interested in the discussions around a green solution for crossing Bear Creek at E. Nevada ( bike walking) and getting down Main Street by electric trolley/bus.. Thanks again for volunteering to work so diligently for Ashland residents and the City. am submitting this letter for the record. Susan 'Hal.l 'RN 210 E. Nevada St.. Ashland 510-828-1344 srhallrnO-comcast. net. Council Business Meeting August 1, 2017 Title: Approval of the Mayor's appointments to the ad hoc Budget Process Committee From: John Karns Interim City Administrator John.karns@ashland.or.us Summary: At its July 18, 2017 meeting, the Council agreed to create an ad hoc advisory committee to determine how future budget processes would be handled, as well as set priorities for "off-year" Citizen's Budget Committee discussions. The ad hoc committee will consist of two Councilors, two staff, and two Citizen's Budget Committee members. Actions, Options, or Potential Motions: Move confirmation of the Mayor's appointments of Rich Rosenthal, Dennis Slattery, Mark Welch, Adam Hanks, Garrett Furuichi, and Paula Hyatt to the ad hoc Budget Process Committee and selection of Dennis Slattery as chair of the committee. Staff Recommendation: None. Resource Requirements: The costs for the committee will be minimal, and directly related to staff time, which is estimated for this project to be approximately 120 to 150 hours. Policies, Plans and Goals Supported: 2. Promote effective citizen communication and engagement 2.1 Engage community in conversation about core services, desired service levels and funding mechanisms. Background and Additional Information: During the recent Citizens Budget Committee process there were discussions regarding the budget process and ways in which it could be improved. It was determined that having an ad hoc committee work through some of the issues would be helpful. At the July 18, 2017 business meeting, Council agreed to the creation of this committee. Attachments: .None Links: Agenda item from July 18, 2017 Page Iof I CITY OF ASHLAND Council Business Meeting August 12 2017 Title: Sole Source Procurement - Cartegraph Systems, Inc. From: Steven Burkhalter Public Works Steve. burkhalter@ashland.or.us Summary: Approval is being requested for a Sole Source Procurement exceeding $100,000.90. This procurement will allow the City to directly award a contract to Cartegraph Systems, Inc. for the installation and implementation of an upgrade in Operations Management Software. The term for this procurement will begin on August 1, 2017 and will expire on July 31, 2019. Actions, Options, or Potential Motions: The Council, acting as the Local Contract Review Board, moves to approve the public contract award to Cartegraph Systems, Inc. for the upgrade in software. Staff Recommendation: Staff recommends the public contract be awarded to Cartegraph -Systems, Inc. Resource Requirements: Funds are budgeted each fiscal year for the license renewal. Cartegraph Systems, Inc. has provided a quote for the installation and implementation of the upgrade not to exceed the cost of $127,024.80 Policies, Plans and Goals Supported: N/A Background and Additional Information: The Public Works and Electric Departments use Cartegraph to assist staff in the day to day operations, infrastructure management and inventory, mapping, scheduling, estimating, budgeting, data storage and reporting for state and federal requirements. Staff requires an Operations Management System (OMS) to effectively and efficiently select the right course of action at the right time in the infrastructure life cycle. Attachments: Cartegraph Systems, Inc. agreement addendum Form 96, Sole Source Determination Page Iof I CITY OF ASHLAND ADDENDUM TO CARTEGRAPH MASTER AGREEMENT NO. MA276 THIS ADDENDUM is dated July 17, 2017, and contains terms intended to supersede and clarify the terms set forth in that certain Cartegraph Master Agreement No. #MA276 to which this Addendum is attached and incorporated by this reference. Section 9.D is hereby removed. Section 9.E is hereby removed. Section 95 is hereby removed. Section 12 is hereby amended to read as follows, "Limitation of Liability. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, YET LIMITED BY ORS 30.260-30.300 OREGON TORT CLAIMS ACT." Section 16.13 is hereby amended to read as follows, "Subject to Oregon Public Records Law, ORS 192.410-192.505, Customer acknowledges and agrees that Cartegraph or Third Party Licensors shall suffer irreparable injury not compensable by money damages and therefore shall not have an adequate remedy at law in the event of an unauthorized use of proprietary rights or an unauthorized use or disclosure of any Confidential Information in breach of the provisions of this Agreement. Accordingly, Cartegraph or Third Party Licensors shall be entitled to injunctive relief to prevent or curtail any such breach, threatened or actual. The foregoing shall be in addition and without prejudice to such rights that Cartegraph or Third Party Licensors may have at law or in equity." Section 18.C is hereby amended to read as follows, "Subject to ORS 30.160-30.300 (Oregon Tort Claims Act), Customer shall indemnify and hold Cartegraph and Third Party Licensors harmless from any loss, cost or expense suffered or incurred in connection with any claim, suit or proceeding brought against Cartegraph or Third Party Licensors so far as it is based on a claim that the use, sale or licensing of any Products delivered hereunder and modified or altered or combined with any products, device, or software not supplied by Cartegraph hereunder constitutes an infringement because of such modification, alteration or combination." BY EXECUTING THIS ADDENDUM CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS AND CONDITIONS ON THE FOLLOWING PAGES IN ADDITION TO ANY EXHIBITS AND PURCHASE AGREEMENTS AND CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT. Cartegraph Systems, Inc. City of Ashland By By (Signature) (Signature) Tim McCool (Type or print name) (Type or print name) Title Director of Sales Title Date Date Ashland ty . ttomey 1 Date -7- I (Z' Cartegraph Master Agreement Agreement No. #MA276 This Agreement is by and between Cartegraph Systems, Inc., an Iowa corporation having its principal place of business at 3600 Digital Drive, Dubuque, Iowa, 52003 ("Cartegraph"), and City of Ashland ("Customer') with an address of 20 East Main Street, Ashland, OR 97520 dated July 6, 2017. This Agreement is intended to serve as the primary controlling agreement between the parties. This Agreement includes the following terms and conditions, as well as all Exhibits and Addendums to this Agreement, Purchase Agreements, and all other future agreements referencing this Agreement which Cartegraph and Customer may execute from time to time for the purchase of Software, Support, Services and Hosting. Collectively these are referred to as "Products". The terms and conditions herein provided shall be controlling as between Cartegraph and Customer unless specifically superseded by an Exhibit to this Agreement, a contemporaneously or subsequently executed Purchase Agreement, or any other contemporaneously or subsequently executed agreement specifically referencing this Agreement. BY EXECUTING THIS AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS AND CONDITIONS ON THE FOLLOWING PAGES IN ADDITION TO ANY EXHIBITS AND PURCHASE AGREEMENTS AND CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT. Cartegraph Systems, Inc. City of Ashland By By (Signature) (Signature) Tim McCool (Type or print name) (Type or print name) Title Director of Sales Title Date Date P ROVED AS ORM Ashland ty Attomey Date-' f ~ ~ - ~ ~ I Cartegraph_MPA 04-2013 The following are the terms and conditions under which Cartegraph licenses its Software and provides Support, Services and Hosting as listed in the Exhibits and Purchase Agreements referencing this Agreement. 1. Grant of License to Software. A. Cartegraph is licensed by third parties ("Third Party Licensors") to sublicense certain third party software products to Customer and to offer services to Customer for these third party software products under this Agreement. B. Each Software product, including all data programs or set of programs, or routines and subroutines, consisting of a series of instructions or statements in machine readable form, and including any documentation relating to or describing such Software, such as, but not limited to manuals, online documentation and user instructions, flow charts, database schemas and improvements or updates provided by Cartegraph (collectively "Software"), is furnished to Customer under a personal, non-exclusive, nontransferable limited license solely for Customer's own internal use on Host Computer System (as defined below) and with Customer's Clients. 1. Host Computer Systems, if applicable, are Servers owned or controlled by Cartegraph that Customer may access under this Agreement (the provision of this service is herein referred to as "Hosted" or "Hosting"). 2. Servers are personal computers, minicomputers, mainframes, workstations, and terminal devices that interact with Client Software and have been approved by Cartegraph or Third Party Licensors for operation of Software. 3. Server Software is a copy of Software residing on a server, multiple servers, or a Host Computer System. 4. Clients are personal computers, minicomputers, mainframes, workstations, mobile devices, and terminal devices that interact with Server Software and have been approved by Cartegraph or Third Parry Licensors for operation of Software. 5. Client Software is a copy of Software residing on a Client that interacts with Server Software. 6. Data Files are those files which contain data that is input by the Customer during the use of the Software. C. Customer agrees that the number of users licensed will be listed in the Purchase Agreement and only that number of users may use the Software at any given time. 1. If Customer has purchased a Per-User License, as indicated in the Purchase Agreement, only a finite number of licenses have been purchased by Customer and only that finite number of users may access and use the Software at any given time. The specific number of licenses purchased shall be identified in the Purchase Agreement. 2. If Customer has purchased an Unlimited License, as indicated in the Purchase Agreement, all employees of Customer are considered to be licensed to access and use the Software at any given time. Such Unlimited License applies only to employees of Customer and does not allow the access or use of the Software by any independent contractors, affiliated entities or organizations, or any other individual, party, or entity that is not an employee of Customer. D. Customer agrees the Software license for the Software is limited as follows: 1. Browser Based User- Each browser based user is defined by unique ID and password. 2. For Server Software - one copy of Server Software for each Server or, if Hosted, no copies of Server Software for a Server that is not a Host Computer System. E. Customer agrees that this license does not permit Customer to: (1) use the Software for a service bureau application or (2) sublicense the Software. F. Except as set forth in this Agreement or as may be permitted in writing by Third Party Licensors, Customer shall not use, provide or otherwise make available the Software or any part or copies thereof to any third party. G. Customer shall not, and shall not permit others to: 1. Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from the Software; 2. Modify, translate, adapt, alter, or create derivative works from the Software; 3. Copy, (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease or otherwise exploit 4. Distribute, sublicense, rent, lease, loan (or grant any third party access to or use of) the Software to any third party. H. Customer may make copies of the Client Software for archival purposes. The Server Software may not be copied, in whole or in part. 2. Title to Software and Data Files. 2 Cartegraph_MPA 04-2013 A. Ownership of the Software, any portions thereof and any modifications, translations, or derivatives thereof, even if unauthorized, remains with Cartegraph or Third Party Licensors, as do all applicable rights in patents, copyrights and trade secrets and any other proprietary rights in the Software. Software provided hereunder is valuable, proprietary and unique, and Customer agrees to be bound by and observe the proprietary nature thereof as provided herein. B. Customer acknowledges that unauthorized reproduction, use, or disclosure of the Software or any part thereof may cause irreparable injury to Cartegraph or Third Party Licensors, who may therefore be entitled to injunctive relief to enforce these license restrictions, in addition to any other, remedies available at law, in equity, or under this Agreement. C. Customer agrees that Cartegraph or Third Party Licensors may audit Customer's Software usage remotely or on-site during Support, Services or Hosting or upon reasonable notice and during standard business hours. Prevention of audit by Customer may be grounds for termination of this Agreement. D. Cartegraph agrees that ownership of data in Data Files remains with Customer. However, Customer agrees that Cartegraph may access Data Files and grants Cartegraph a license to use the data for 1) internal business purposes to evaluate the use and operation of the Software, Support, Services or Hosting; and 2) marketing purposes provided that any information shared with third parties is anonymized and/or aggregated so that Customer cannot be identified from the information. 3. License Fees, Support Charges, Services and Hosting Charges. A. Customer agrees to pay the license fees for the Software, Support charges, Services charges and Hosting charges as set forth in the Purchase Agreement for each Product. B. Cartegraph agrees that the total amount listed in the Purchase Agreement shall be considered the not-to-exceed price for the Software, Support, Services and Hosting included in that Purchase Agreement. Hosting includes 50G of available file storage. If additional storage is required, the Customer can purchase in 50G increments. C. Customer agrees that all payments are due 30 days from date of invoice and Customer shall be in default if amounts due have not been received in that time period. Customer's default will constitute sufficient cause for Cartegraph to suspend or terminate the Software license, Support, Services and Hosting under this Agreement. D. Customer shall be invoiced for Software, Support, Hosting and hardware upon delivery. Customer shall be invoiced for Services as set forth in the Purchase Agreement. E. Customer shall reimburse Cartegraph for reasonable expenses incurred during the provision of Support, Services or Hosting. Reasonable expenses include, but are not limited to, travel, lodging, and meals. Expenses are billed based on actual costs incurred. Estimated expenses shall be included in each Purchase Agreement and include the number of trips to customer site. Cartegraph shall not exceed the estimated expenses without written approval from Customer. 4. Delivery and Installation. A. On-Site Installation 1. This subsection "A" regarding On-Site Installation shall apply if Customer elects, as indicated in the Purchase Agreement, to have Software and Products installed on Customer's Servers and Client computers at Customer's facilities ("On-Site") instead of utilizing Cartegraph Hosting Services. a. Execution of a Purchase Agreement by Customer shall be considered as Customer's notification to Cartegraph to proceed with delivery of the Products identified in the Purchase Agreement. b. Delivery of Software and Support shall take place reasonably quickly after execution of the Purchase Agreement. Cartegraph shall provide access to the Software to Customer in a downloadable form. Notification by Cartegraph that Software is available for download shall constitute delivery of Software and Support, regardless of when Customer downloads the Software. c. Customer shall be responsible for installation of the Client Software on Customer's Clients, unless agreed otherwise. d. After execution of the Purchase Agreement, delivery of Services will be scheduled in cooperation with Customer. Customer shall remain responsible for Service charges even if Services are not delivered. _ e. Any hardware included in the Purchase Agreement shall be ordered after execution of the Purchase Agreement. Delivery of hardware will be scheduled in cooperation with Customer. B. Hosting 1. This subsection "B" regarding Hosting shall apply if Customer elects, as indicated in the Purchase Agreement, to utilize the Hosting services offered by Cartegraph instead of having the Software installed On-Site, as described in the previous subsection. 3 Cartegraph_MPA 04-2013 a. Execution of a Purchase Agreement shall be considered as Customer's notification to Cartegraph to proceed with delivery of the Software and Services as indicated in the Purchase Agreement. b. Delivery of Software, Support, and Hosting shall take place reasonably quickly after execution of the Purchase Agreement. Cartegraph shall provide access to the Server Software to Customer on a Host Computer System. Notification by Cartegraph that Server Software is available for access shall constitute delivery of Server Software, Support and Hosting, regardless of when Customer first accesses the Server Software. c. Cartegraph shall be responsible for installation of the Server Software on Cartegraph's Host Computer System. Customer shall be responsible for installation of the Client Software on Customer's Clients, unless agreed otherwise. d. After execution of the Purchase Agreement, delivery of Services will be scheduled in cooperation with Customer. Customer shall remain responsible for Service charges even if Services are not delivered. e. Any hardware included in the Purchase Agreement shall be ordered after execution of the Purchase Agreement. Delivery of hardware will be scheduled in cooperation with Customer. 2. Hosting Services a. Cartegraph will install, and operate Server Software on one or more Host Computer Systems. b. Cartegraph will provide all equipment, software and services necessary for the operation, maintenance and support of one or more Host Computer Systems and the Server Software. Cartegraph may contract with third parties for all or part of such equipment, software and services ('Third Party Hosts"). Cartegraph reserves the right to change the configuration of the Host Computer System and the Server Software and to change or delete such equipment or software at any time, but Cartegraph shall.make the Software compatible with such change or deletion without additional charge to Customer. c. Customer shall have access to and be permitted to use the Server Software via Clients. d. Customer shall provide a computing and networking environment that meets the minimum requirements set forth in Cartegraph's published specifications. e. Customer shall be responsible for all bandwidth between Host Computer System and Clients and in such' amounts as to provide reasonable responsiveness of the system. f. Cartegraph shall perform a full back-up of data files on a daily basis. The daily full back-up will be retained for (14) fourteen days and then deleted unless customer contracts for additional days. Cartegraph's hosting services uses RAID 10 which both mirrors the data and stripes across multiple drives creating redundancy. Cartegraph hosting services have dual redundancy with offsite back-up storage and a back-up data centers g. The Host Computer System shall be used by Customer only for purposes relating to Customer's own use of the Software. Customer shall have no right to assign any of its rights under this section. h. Customer agrees that it shall be bound by the terms and conditions of any agreement between Cartegraph and any Third Party Hosts that relate to the use and operation of Host Computer Systems. Cartegraph will apprise Customer of the terms and conditions of such agreements from time to time. L Cartegraph will take reasonable precautions to guard against unauthorized access to Data Files. However, Cartegraph assumes no responsibility that the Software will be used properly. j. Customer shall have the right to receive Data Files within sixty (60) days of termination of any Hosting on the condition that customer has paid all outstanding invoices owed to Cartegraph. 3. Availability of Host Computer System. a. If Cartegraph contracts with a Third Party Host to provide Hosting, the service level provided by the Third Party Host shall be the service level provided by Cartegraph to Customer, except as required for Cartegraph to provide Support under this Agreement. b. In general, Server Software will be available for use and access by Customer 24 hours a day, 7 days a week, except for scheduled maintenance to take place at commercially reasonable times. Furthermore, if access to the Server Software becomes a problem, then Cartegraph shall provide Support in view of the severity of the problem. c. Server Software will be available for use and access by Customer during back-up activities performed by Cartegraph. 4 Cartegraph_MPA 04-2013 5. Support. A. Scope of Support. Support includes the response to and resolution of Customer-encountered problems with the Software as reported to Cartegraph by Customer. 1. Resolution of Customer-encountered problems shall, at Cartegraph's option, consist of (1) maintenance provided through telephone, email or remote access; (2) correction of the problem in the Software program; or (3) delivery of bug fixes or workarounds limited to the current or immediate prior Software release. 2. Cartegraph will only support licensed Software located on Servers or Clients. Cartegraph will use commercially reasonable efforts to respond to Customer problems according to the priority level of the problem. 3. Support may also include upgrades to Software. B. Support Limitations. Any Support is dependent upon the use by Customer of unmodified Software (except as authorized by Cartegraph) operated in accordance with Cartegraph's documentation. Support specifically excludes the following: (1) Support to a version of Software other than the current or immediate prior release; (2) efforts to restore a release of the Software beyond the current or immediate prior release; (3) efforts to restore a Customer Data File beyond the most recent back-up; and (4) efforts to convert a Customer Data File to another format. As part of Support, Cartegraph is under no obligation to modify the Software so that the modified Software would depart from Cartegraph's published specifications for the Software. 6. Professional Services. A. The professional consulting services and deliverables to be performed or delivered by Cartegraph under this Agreement may include, but are not limited to: consulting, network engineering, systems integration, hardware installation, special studies, pre-installation support, installation of Client Software, installation support, training, custom Software modification, tools/utilities components, programming and documentation, data conversion, application design and development, systems analysis and design, conversions, implementing planning and implementation of the Software (collectively referred to as the "Services"). B. Services shall only be provided as the result of a Purchase Agreement and any attached statements of work. C. Services will be provided during the hours of 7:00 a.m. to 7:00 p.m., Central Standard or Central Daylight Time, whichever is applicable, Monday through Friday excluding holidays. 7. Customer's Responsibilities. A. Customer is responsible for maintenance and installation of any Clients, common carrier equipment or communication equipment related to the operation of the Software and not furnished by Cartegraph. Before Customer introduces equipment not within Cartegraph's published specification, Cartegraph must approve the additional equipment B. Customer is responsible for charges incurred for communication facilities at Customer's facilities, whether incurred by Customer or by Cartegraph Support representatives while performing Support on the Software. C. Customer is responsible for performing Software back-ups in accordance with published documentation. D. Customer shall notify Cartegraph of any problem and shall allow Cartegraph reasonable access to the Software for performing Support, Services or Hosting. E. Customer shall furnish Cartegraph, at Customer's expense, all technical data and information as may be necessary to furnish Support, Services or Hosting. F. Customer shall grant Cartegraph access to Servers and Clients as may be necessary for the adequate delivery of the Support, Services or Hosting. 8. Software Modification. Cartegraph and Third Party Licensors will not be responsible to Customer for loss of use of the Software or data or for any other liabilities arising from alterations, additions, adjustments or repairs which are made to the Software by Customer or third parties. Cartegraph reserves the right to terminate the Software license, Support, Services or Hosting under this Agreement upon written notice to Customer if any such alteration, addition, adjustment or repair adversely affects Cartegraph's ability to render Support, Services or Hosting. 9. Term. -A-.--Unless-terminated-by-Cartegraph-in accordance-with-this-Agreement,-the-term-of-the-Software-license,-Support-and - Hosting shall begin upon the execution of a Purchase Agreement and shall continue for the period of time identified in that Purchase Agreement. B. Support for any subsequently added components or upgrades shall be either coterminous with the term of Support applicable to the Software initially covered or as otherwise agreed and stated in the Purchase Agreement. C. If Customer elects to purchase Services, then Services shall terminate as agreed in the appropriate Purchase Agreement. 5 Cartegraph_MPA 04-2013 f D. Unless otherwise stated in the most recently executed Purchase Agreement, this Agreement and the Purchase Agreement shall automatically renew at the then current rates for a one (1) year term beginning on the first day following the date identified in the Purchase Agreement as the end of the term of this Agreement. Such automatic renewal shall continue after the end of each successive year until a new Purchase Agreement is executed or until Customer or Cartegraph terminate this Agreement as provided for herein. E. If this Agreement and the most recently executed Purchase Agreement are automatically renewed under the terms of the previous paragraph "D", there shall be an automatic increase of up to five percent (5%) annually to all prices that were in effect during the immediately previous term. F. If Customer wishes not to renew this Agreement, Customer must provide written notice of Customer's intent not to renew this Agreement at least ninety (90) days prior to the end of the term then in effect. G. Notwithstanding anything to the contrary in this Section, Support, Services and Hosting shall terminate immediately upon termination of this Agreement. 10. Termination. A. Notwithstanding the foregoing, Cartegraph shall have the right to terminate this Agreement if Customer fails to pay any and all required license fees, Support charges, Services charges, Hosting charges or otherwise fails to comply with this Agreement or the terms and conditions of any applicable Third Party Licensor agreement. B. Upon expiration of the license term or upon notice of such termination, Customer shall immediately return or destroy the Software and all portions and copies thereof as directed by Cartegraph or Third Party Licensors and, if requested by Cartegraph or Third Party Licensors, shall certify in writing as to the destruction or return of the same. C. Any termination of this Agreement shall automatically terminate Support, Services and Hosting provided under any Purchase Agreement or Statements of Work, unless otherwise agreed. All confidentiality and non-disclosure obligations shall survive any such termination. D. Customer shall have the right to terminate this Agreement, according to the terms provided herein, by returning or destroying the Software and all portions and copies thereof and certifying in writing as to the destruction or return of the same. E. If Customer wishes to terminate this Agreement prior to the end of the term of this Agreement as identified above or in the appropriate Purchase Agreement, Customer must provide Cartegraph with written notice of such intent to terminate at least ninety (90) days prior to such termination. Any such termination by Customer shall subject Customer to the cancellation fee identified below. F. If Customer terminates before the date set in the Purchase Agreement, Customer shall pay a cancellation fee equal to 80% of the remainder of licensing fees, Support charges and Hosting charges due under this Agreement. There shall be no cancellation fee for Services not yet performed. However, no matter the reason, Customer's termination shall not relieve it of the obligation to pay any amounts already due under this Agreement. G. Provided however, if Customer is a governmental entity and Software, Support, Services or Hosting are not funded for future fiscal years under the appropriate legal budgeting process for such governmental entity, Customer may terminate for future fiscal years with the cancellation fee identified in the previous paragraph reduced from 80% to 20%. There shall be no cancellation fee for Services not yet performed. However, no matter the reason, Customer's termination shall not relieve it of the obligation to pay any amounts already due under this Agreement. H. Cartegraph shall have the right to terminate Hosting, if Hosting services are being provided, by giving at least ninety (90) days written notice that Cartegraph cannot meet its obligations of availability of the Host Computer System. 1. In addition to the right of termination provided to Cartegraph under other sections of this Agreement, Cartegraph shall have the right to terminate the Software license, Support, Services and/or Hosting upon the occurrence of any of the following events: 1. Customer's oldest invoice is ninety (90) days past due. Support hold will be initiated when customer's oldest invoice is thirty (30) days past due or, 2. Subject to applicable law, the appointment of a receiver, trustee in bankruptcy or similar officer for the equity or assets of Customer, or 3. There is an assignment of this Agreement without the prior written consent of Cartegraph. J. Termination shall not be Cartegraph's exclusive remedy and termination shall not adversely affect any claim for damages against Customer. 11. Limited Warranty. A. Cartegraph warrants that it has the right to sublicense the Software being licensed hereunder pursuant to the terms provided herein. B. Cartegraph warrants that the Software will conform to Cartegraph's published specifications until Support ends. 6 Cartegraph_MPA 04-2013 C. Provided that the Software is used in a manner for which it was designed as set forth in the Software, Cartegraph's sole obligation and liability hereunder for the Software shall be to use reasonable efforts to remedy any substantial non-conformance which is reported to Cartegraph. In the alternative, Cartegraph may refund amounts paid by Customer pursuant to Purchase Agreements for such Software products. D. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE LICENSED HEREUNDER. E. SUPPORT, SERVICES AND HOSTING SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUPPORT, SERVICES AND HOSTING PROVIDED UNDER THIS AGREEMENT DO NOT ASSURE THE UNINTERRUPTED OPERATION OF THE SOFTWARE. F. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THE SOFTWARE LICENSE, SUPPORT OR SERVICES. THE REMEDY SET FORTH IN THIS SECTION IS CARTEGRAPH'S SOLE LIABILITY, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, IN LIEU OF ALL OTHERS, FOR ANY BREACH BY CARTEGRAPH OF ITS SOFTWARE, SUPPORT, SERVICES AND HOSTING. WARRANTIES HEREUNDER. 12. Limitation of Liability. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW: A. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOSS OF DATA, HOWEVER ARISING, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; B. EXCEPT FOR DAMAGES RESULTING FROM BODILY INJURY OR PATENT OR COPYRIGHT INFRINGEMENT, AS DISCUSSED BELOW, IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EXCEED THE AMOUNT PAID BY CUSTOMER TO CARTEGRAPH DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING CAUSE TO SUCH LIABILITY. C. If Cartegraph will provide Support or Services at Customer's location, liability of Cartegraph arising out of bodily injury, shall not in any event exceed the limits of its insurance coverage. 13. Insurance. If Cartegraph will provide Support or Services at Customer's location, Cartegraph will carry commercial general liability insurance with a limit of $1,000,000 per occurrence and a $2,000,000 aggregate limit, business auto liability insurance with a limit of $1,000,000 and workers compensation insurance with statutory coverage. Cartegraph agrees to hold harmless and defend Customer and its agents, officials and employees from bodily injury and property damage claims related to or caused by the sole negligence of Cartegraph employees or contractors. 14. U.S. Government Restricted Rights. The Software is commercial software and the Software is provided with restricted rights. Use, duplication or disclosure by the Government is subject to restrictions as set forth in paragraph (c)(1)(ii) of the Rights in Technical Data and Computer Software Clause at DFARS 252.227-7013 of subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. 15. Employees and Conflicts of Interest. This Agreement shall not prevent Cartegraph from performing similar services or restrict Cartegraph's use of the employees or contractors provided under this Agreement. 16. Proprietary Rights and Confidential Information of Cartegraph. A. Certain information and materials supplied by Cartegraph with the Products, such as, without limitation, deliverables, manuals, diagrams, drawings, plans, flowcharts, software, technical processes and formulae, source codes, product designs, sales, costs and other unpublished financial information, product and business plans, usage rates, relationships, projects and data, are Cartegraph's or Third Party Licensors' confidential or proprietary trade secrets (the "Confidential Information") and Cartegraph furnishes them solely to assist Customer in the installation, operation and use of Software. Customer must not reproduce, copy or disclose such Confidential Information except as is reasonable and necessary to properly use Software. Nothing herein shall restrict Customer from complying with its obligations under any law requiring disclosure, but Customer shall give Cartegraph five days prior notice before any release of Confidential Information. B. Customer acknowledges and agrees that Cartegraph or Third Party Licensors shall suffer irreparable injury not compensable by money damages and therefore shall not have an adequate remedy at law in the event of an unauthorized use of proprietary rights or an.unauthorized use or disclosure of any Confidential-Information in breach- of the provisions of this Agreement. Accordingly, Cartegraph or Third Party Licensors shall be entitled to injunctive relief to prevent or curtail any such breach, threatened or actual. The foregoing shall be in addition and without prejudice to such rights that Cartegraph or Third Party Licensors may have at law or in equity. 17. Proprietary Information of Customer. A. In order to provide Products under this Agreement, Customer may, from time to time, disclose to Cartegraph certain information respecting Customer's technical, financial, statistical and personnel data, (hereinafter "Information"). Any 7 Cartegraph_MPA 04-2013 such Information which is submitted in writing to Cartegraph by the Customer and which is clearly and conspicuously marked as confidential shall be protected by Cartegraph against unauthorized disclosure by using the same degree of care and discretion that Cartegraph uses with similar Information which Cartegraph does not want disclosed to third parties. However, Cartegraph shall not be required to protect Information which (a) is or becomes publicly available, (b) is already in Cartegraph's or its related companies' possession, (c) is independently developed by Cartegraph outside the scope of this Agreement, or (d) is rightfully obtained from third parties. Cartegraph's obligations under this Section shall cease immediately upon return to Customer or destruction by Cartegraph of such Information. B. Cartegraph shall not be required to protect any ideas, concepts, know-how, or techniques relating to data, electronic document processing and image processing developed or resulting from the Information or the Services provided under this Agreement. 18. Infringement Indemnification. A. Cartegraph or Third Party Licensors will defend any action, suit or proceeding brought against Customer if based on a claim that Products infringe any United States patent or copyright of any third party ("Intellectual Property') provided that Customer promptly notifies Cartegraph or Third Party Licensors immediately and gives Cartegraph or Third Party Licensors full authority, information and assistance for the action's defense. Cartegraph or Third Party Licensors will pay all damages and costs awarded therein against Customer, but shall not be responsible for any compromise made without its consent. Cartegraph or Third Party Licensors may, at any time it is concerned over the possibility of such an infringement, at its option and expense, replace or modify Products so that infringement will not exist. In the alternative, Cartegraph may remove a component of Products involved and refund to Customer the price as depreciated by an equal annual amount over five (5) years. B.' Cartegraph and Third Party Licensors shall have no liability to Customer if any Intellectual Property infringement or claim thereof is based upon the use of Products in connection or in combination with equipment, devices, or software not supplied by Cartegraph or used in a manner not expressly authorized by this Agreement or in a manner for which Products were not designed, or if the claim of infringement would have been avoided but for Customer's use of software other than the latest, unmodified release of Software made available to Customer by Cartegraph. C. Customer shall indemnify and hold Cartegraph and Third Party Licensors harmless from any loss, cost or expense suffered or incurred in connection with any claim, suit or proceeding brought against Cartegraph or Third Party Licensors so far as it is based on a claim that the use, sale or licensing of any Products delivered hereunder and modified or altered or combined with any products, device, or software not supplied by Cartegraph hereunder constitutes an infringement because of such modification, alteration or combination. 19. Miscellaneous. A. Taxes. Customer shall pay all taxes, levies and similar governmental charges, however designated, and all liabilities with respect thereto which may be imposed by any jurisdiction, including, without limitation, customs, privilege, excise, sales, use, value-added and property taxes levied or based on gross revenue or operation of this Agreement, except those taxes based upon Cartegraph's net income. B. Relationship of the Parties: Cartegraph and Customer are independent of each other. This Proposal does not and is not intended to create in any way or manner or for any purpose an employee/employer relationship or a principal- agent relationship. Neither party is authorized to enter into agreements for or on behalf of the other, to create any obligation or responsibility, express or implied, for or on behalf of the other, to accept payment of any obligation due or owed the other, or to accept service of process for the other. Cartegraph is an independent contractor, customarily engaged in the performance of similar services for other parties. C. Attorney's Fees/Legal Proceedings: In the event of any litigation or other proceeding between the parties relating to this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and other reasonable costs incurred in connection therewith and in pursuing collection, appeals and other relief to which that party may be entitled. D. Export. Customer agrees that the Software, Support, Services and Hosting purchased hereunder will not be exported directly or indirectly, separately or as part of any system, without first obtaining a license from the U.S. Department of Commerce or any other appropriate agency of the U.S. Government, as required. E. Assignment. Customer may not assign, voluntarily or by operation of law, any of its rights or obligations in this Agreement except with Cartegraph's prior written consent. This Agreement will be binding on and inure to the benefit of-the parties hereto-and-their respective-successors-and permitted-assigns. F. Waiver. The parties' rights and remedies are separate and cumulative. Neither parties' waiver nor failure to exercise in any respect any right or remedy provided in this Agreement is a waiver of any future right or remedy hereunder. G. Force Majeure. If any cause beyond Cartegraph's reasonable control prevents Cartegraph from performing under this Agreement by a given date or time, Cartegraph's performance will be automatically postponed. 8 Cartegraph_MPA 04-2013 H. Choice of Law. Cartegraph agrees that jurisdiction and venue are proper in the state where the Customer has its principal place of business and that the law of the state where the Customer has its principal place of business shall govern any litigation that results from this Agreement. I. Severability. The invalidity of any provision of this Agreement will not affect the validity and binding effect of any other provision. J. Notice. Notices hereunder must be sent to the addresses on the face of this Agreement, or to such other addresses as specified by a notice complying with this provision. Notice is effective on the earlier of actual receipt or five days after deposit in the mail. Notices in the form of a fax or email are acceptable. Notices must be sent to the attention of the person signing on behalf of the party. K. Entire Agreement. This Agreement constitutes the entire agreement between the parties on the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral between Cartegraph and Customer. This Agreement is not an acceptance of any conflicting terms and conditions and will prevail over any conflicting Customer's terms and conditions. Notwithstanding the foregoing, Customer agrees and acknowledges that the license(s) granted hereunder to Customer may be subject to additional terms and conditions of certain Third Party Licensors, which terms and conditions may be subject to change from time to time without notice at the sole discretion of such Third Party Licensors. A current copy of all such Third Party Licensor terms and conditions can be found at http://Www.cartegraph.com/pri vacy-aolicv/#third-party-licenses. L. Amendment. Only a writing executed by authorized representatives of the parties and referenced as an amendment to this Agreement may modify, supplement, or change this Agreement. announcements, public press organization releases, and eustomer stories.otional purposes, M. Customer giv including, but not limited to permission nclud r 9 Cartegraph_MPA 04-2013 Purchase Agreement Cartegraph is pleased to present this Purchase Agreement for the implementation of world class technology solutions. This Purchase Agreement is made and entered into between City of Ashland (hereinafter referred to as "Customer" or "Licensee" and Cartegraph Systems, Inc. (hereinafter referred to as "Cartegraph"). This Purchase Agreement is intended to supplement, clarify, and amend the Master Agreement previously executed between Cartegraph and Customer. In the case that any terms or conditions provided in the Master agreement differ from, are provided in more detail by, or are made irrelevant by the terms and conditions provided in this Purchase Agreement, the terms in this Purchase Agreement shall control. For all terms and conditions not addressed by this Purchase Agreement, the Master Agreement, #MA276 dated July 6, 2017 shall control. Customer.13111 To: Customer Ship To Steven Burkhalter Same City of Ashland 90 North Mountain Ashland, OR 97520 541-552-2347 Investment Summary Cartegraph's proposed fees for this project are included in the summary below. Date: July 6, 2017 Purchase Agreement August 24, 2017 Purchase #PA567 Signature Expiration Agreement Date: No.: Purchase Type Citizen/Qty. Unit Price Total Price YEAR"1 SOFTWARE PRODUCTS Cartegraph OMS - Per-citizen Subscription, On-Premise, 20,078 $0.50 $10,039.00 Platform - Enterprise 7/31/17 - 7/30/18 Cartegraph OMS Advanced Work Management per-citizen 20,078 $0.15 $3,011.70 Extension Subscription Cartegraph OMS Advanced Asset Management per- 20,078 $0.15 $3,011.70 Extension citizen Subscription Cartegraph OMS User Pack Subscription - 50 Named 1 $10,000.00 $10,000.00 Users Users FIELD SERVICES Implementation Fixed Fee Service 1 $59,500.00 $59,500.00 Services Systems Integration Fixed Fee Service, Q20170627, Fuel 1 $6,000.00 $6,000.00 Service Integration, PetroVend ESTIMATED EXPENSES $8,400.00 YEAR 1 SUB-TOTAL $99,962.40 Page 1 of 3 YEAR 2 SOFTWARE PRODUCTS Cartegraph OMS - Per-citizen Subscription, On-Premise, 20,078 $0.50 $10,039.00 Platform - Enterprise 7/31/18 - 7/30/19 Cartegraph OMS Advanced Work Management per-citizen 20,078 $0.15 $3,011.70 Extension Subscription Cartegraph OMS Advanced Asset Management per- 20,078 $0.15 $3,011.70 Extension citizen Subscription Cartegraph OMS User Pack Subscription - 50 Named 1 $10,000.00 $10,000.00 Users Users TECHNICAL SUPPORT System Integration Technical Support, Q20170627, Fuel 1 $1,000.00 $1,000.00 Support Integration, PetroVend YEAR 2 SUB-TOTAL $27,062.40 TOTAL COST- (2-YEAR TERM) $127,024.80 NOTES: The pricing listed above does not include applicable sales tax. The Cartegraph OMS pricing listed above does not include Esri ArcGIS licenses. Page 2 of 3 Payment Perms and Conditions In consideration for the Services and Products provided by Cartegraph to Customer, Customer agrees to pay Cartegraph Software Costs and Professional Service Fees in U.S. Dollars as described below: 1. Delivery: Software Products shall be licensed upon acceptance of this Purchase Agreement. If applicable, Services will be scheduled and delivered upon your acceptance of this Purchase Agreement, which will be considered as your notification to proceed. 2. Services Scheduling: Customer agrees to work with Cartegraph to schedule Services in a timely manner. All undelivered Services shall expire 365 days from the signing of this Purchase Agreement. 3. Software Invoicing: The Software Subscription Licenses fee will be due in annual installments 15 days prior to the anniversary of the initial term as follows: a. .$26,062.40 due upon execution of the Purchase Agreement. b. $26,062.40 due 15 days prior to 1 st year anniversary of term start date. 4. Field Services Invoicing: Invoicing for.the Field Services fee shall occur upon the acceptance of this Purchase Agreement and shall be invoiced as follows: a. Invoicing for the'Field Services will be due as follows: i. 25% upon execution of the Purchase Agreement. ii. 25% at the completion of the Assessment/delivery, or 3 months from execution of Purchase Agreement, whichever is sooner iii. 25% at the Completion of the test deployment, or 4 months from execution of Purchase Agreement, whichever is sooner iv. 25% at the completion productive deployment, or 6 months from execution of Purchase Agreement, whichever is sooner 5. Renewal Invoicing: Invoicing for the Renewal fee shall occur upon the acceptance of this Purchase Agreement and shall be invoiced as follows: a. $1,000.00 due 15 days prior to 1 st year anniversary of term start date. 6. Expenses: In providing"the field services included in this Purchase Agreement, Cartegraph shall be reimbursed for any reasonable out-of-pocket costs, including, but not limited to, travel, lodging, meals, and cancellation fees. Out-of- pocket expenses are billed based on actual costs incurred and are due separately. 7. Payment Terms: All payments are due Net 30 days from date of invoice. BY EXECUTING THIS PURCHASE AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS, CONDITIONS, FEES AND CHARGES PROVIDED HEREIN AND IN THE MASTER AGREEMENT, AS WELL AS ANY OTHER EXHIBITS TO THE MASTER AGREEMENT, AND CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT. Cartegraph Systems, Inc. City of Ashland By By (Signature) (Signature). Tim McCool (Type or print name) (Type or print name) Title Director of Sales Title Date Date AP MOVED AS TO FORM Page 3 of 3 Ash and A t. ity Attompy Daat } Cartegraph Systems, Inc. Addendum A - Software Products Cartegraph hereby pledges to issue software licenses in the agreed upon quantities specified in your Investment Summary. The "Software," as defined in Master Agreement #MA276, consists of developed and supported technology products available'from Cartegraph. In addition to full access to Cartegraph licensed software, your organization will receive: 1. Support a. Campus - www.cartegraph.com/campus Our User Assistance area is a convenient and easily-shareable resource designed to help you and your co-workers better understand the functions and capabilities of your Cartegraph applications. Instantly access user tips, step-by- step guides, videos, and more. b. Dedicated, Unlimited, Toll-free Phone Support- 877 647:3050 When questions need answers and difficulties arise, count on our industry- leading Support team to provide the guidance and assistance you need. Reach us as often as you need Monday-Friday, 7:00 am-7:00 pm CT. c. Secure, Live Remote Support If your challenge requires a more hands-on approach, we have the remote support tools to fix it. Let one of our Support Team members directly interact with your system to find a fast, effective solution. 2. Training & Education a. Convenient Online Resources All the information you need, one click away. Take advantage of online training opportunities, tutorial videos, upcoming event information, and more. b. User Groups Meet and network with similar Cartegraph users in your region. User Groups allow you to find out what other organizations are doing to get more from their Cartegraph Systems. 3. Software Releases & Upgrades a. New Software Releases. Be the first to know about all new Cartegraph releases, enhancements, and upgrades. Your cloud-hosted site will automatically be upgraded by our System Consultants in a timely manner after the release is available. This way you gain timely access to the latest features and functionality, and increased system performance. b. Hot Fixes If-an-issue-is-determined-to-be-a=software-defect and-falls-outside-the-standard release cycle, Cartegraph will issue a hot fix and provide application specialists f with detailed levels of product knowledge to work with you in achieving a timely and effective resolution. Page 1 of 2 l BY EXECUTING THIS PURCHASE AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS, CONDITIONS, FEES AND CHARGES PROVIDED HEREIN AND IN THE MASTER AGREEMENT, AS WELL AS ANY OTHER EXHIBITS TO THE MASTER AGREEMENT, AND CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT. Cartegraph Systems, Inc. City of Ashland By By (Signature) (Signature) Tim McCool (Type or print name) (Type or print name) Title Director of Sales Title Date Date VE® AS TO FORM ~ rrd t c ar~~ Page 2 of 2 Cartegraph Systems, Inc. Addendum B - Field Services (Fee for Service) The Fee for Field Service Implementation Services as listed in the Investment Summary of the Purchase Agreement are specific Cartegraph services which will be delivered to the Customer-based on the descriptions below and any descriptions that may be found in the Purchase Agreement's Exhibits. Cartegraph will coordinate with the Customer on service delivery expectations and timeframes. This is an addendum to Customer's Master Agreement #MA276. Cartegraph OMS - Implementation Scope of Work Implementation of the Operations Management System (OMS) includes the following professional services: Setup • Cartegraph will provide a review, typically up to two (2) hours, of our technical specifications with your technical staff to answer any questions and verify your environment is ready- for the software's installation. • Cartegraph will guide your technical staff through the installation and setup of Cartegraph software in your test and/or production environment. • Cartegraph will provide an overview, up to two (2) hours, of Cartegraph and ArcGIS Online user- based logins and User/Role functionality., Cartegraph will provide a template file to be utilized by your staff to populate Roles and Users to be utilized for OMS. • . Cartegraph will utilize the template to create users and roles in OMS. (Note: Subsequent User and/or Role changes will be your administrator's responsibility.) • Cartegraph will provide documentation and guidance, up to four (4) hours, for your technical GIS staff to configure Esri Basemap Services for OMS integration. Guidance will be geared towards j OMS/Esri integration functionality and requirements. Cartegraph will setup the OMS Platform, including the Request, Work, Resource, and Asset Management areas of the software. Asset Management solutions will be setup for all solutions referenced in the Assets section of the scope unless otherwise noted. Consulting • Cartegraph will provide a three-day (3-day) onsite requirement gathering workshop to increase our understanding of your business and functional goals. Through workshops and interviews, Cartegraph will identify best fit scenarios for OMS and provide a brief including any challenges as well as recommendations for OMS best practices relevant to your implementation. Training • Cartegraph -will provide remote train-the-trainer training, up to four (4) hours, on overall system navigation and functionality to help familiarize your staff with the software environment and its common functions. Training topics include: o-Home Screen - - o Logins/Permission o- Layers o Filters o Maps o Grids Page 1 of 8 o System Navigation - o Views (List & Detail) o Standard Reports o Attachments o Requests, Work, Assets, Resources, Reports, and Administrator Tabs • Cartegraph will provide remote train-the-trainer training, up to two (2) hours, on OMS Esri integration functionality. Training topics include: o OMS Esri integration configuration options o Integration functionality (basemap and feature) o Overall Esri integration requirements, considerations, and Cartegraph recommended best practices • Cartegraph will provide a three-day (3-day) onsite "train-the-trainer" training event. The training agenda will be defined and agreed upon by both Cartegraph and your project manager. Topics may include any of the following: o Request Management: ■ Requests ■ Requesters ■ Task Creation from Requests ■ Issue library (including settings such as Applies to Asset and Non-Location) ■ Cartegraph recommended best practices for Request and Requester Management o Work Management: ' ■ Create Task(s) (Asset/Non-Asset) ■ Assignments (Add, Edit, Remove) ■ Task Menu Actions ■ Related Work Items ■ Create Work Order ■ Associate Task to WO Repeat Work Orders ■ Work Order Menu Actions ■ Enter Resources ■ Timesheets • Activity library (including settings such as Applies to Asset, Inspection, Key Dates, Cost, and Productivity) ■ Cartegraph recommended best practices for Work Management o Asset Management: ■ Asset Details ■ Inspections ■ Linked assets (if applicable) ■ Container/Component Relationships (if applicable) ■ Cartegraph recommended best practices for Asset Management To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset section of the scope. o Resource Management: ■ Resource Details ■ Labor/Equipment Rates ■ Material Management (Stock, Usage, Adjustments) v Vendor Price Quotes Page 2 of 8 ■ Cartegraph recommended best practices for Resource Management o Cartegraph for iPad: ■ Overall system functionality (Navigation, Interface, Maps, Attachments, Sorting) ■ Work Management • Create and Update Tasks (Asset/Non-Asset) • Assign Tasks • Enter Resources • Inspections ■ Asset Management • Create and Update Assets ■ Request Management • View and Update Requests. • View Requester information • Create Task from Request ■ Cartegraph recommended best practices for mobile device use o Administrator: ■ Administrator: • User Administration, Role Administration, Import/Export, Error Log ■ Settings: • System Settings, Base Map Administration, Geocode Settings, GIS, Integration Settings, Background Task Scheduler, Asset Color Manager ■ Manager: • Layout Manager, Library Manager, Preventative Maintenance, Asset Condition Manager, Notification Manager, Structure Manager • Cartegraph will provide remote train-the-trainer training, up to six (6) hours, on OMS Reporting functionality. Training topics include: o Security/Roles o Report Designer ■ Report Types, Report Styling, Filtering\Parameters, Basic Formulas, Grouping/Sorting o Report Viewer o Reporting best practices and solution tips/tricks. Extensions Cartegraph will provide remote train-the-trainer training, up to eight (8) hours, on Advanced Asset functionality. Training topics include: o Preventative Maintenance o Performance Management ■ Prediction Groups ■ Minimum Condition Groups ■ Activities and Impacts -■--Criticality-Factor------- - - - ■ Install/Replaced Dates o Cartegraph recommended best practices for advanced asset management To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset section of the scope. Page 3 of 8 • Cartegraph will provide remote train-the-trainer training, up to sixteen (16) hours, on Advanced Work functionality. Training topics include: o Scenario Builder ■ Settings: • Prediction Groups • Minimum Condition Groups • Activities and Impacts • Criticality Factor • Install/Replaced Dates ■ Scenarios: • Scenario Types • Plan Years and Budgets • Protocols • Data Exports ■ Cartegraph recommended best practices for advanced work management To avoid redundancy, and to utilize service time" efficiently, training may cover a subset of the assets listed in the Asset section of the scope. Go-Live Support • Cartegraph will provide a three-day (3-day) onsite event for Go-Live Support. The agenda will be defined, and agreed upon, by both your and Cartegraph's project managers. Topics may include any of the following: o Refresher training for items listed in the scope of work o Software and process support for staff during production roll out o Field, Layout, and Report configuration guidance, if applicable Data Services • Cartegraph will provide one test and one production data load service through standard import/export functionality. Cartegraph will provide template documents for data population. Once populated by your staff, Cartegraph will load the data into your test or production OMS environment. Data loads may include data such as: o Parent level asset records o Asset location (spatial x/y) attributes o Parent level resource (Labor, Equipment Material, Vendor) records o Resource Rate (Labor, Equipment, Material) records o Standard system libraries • Cartegraph will provide one test and one production Standard Data Conversion service to assist with your migration from the latest version. of Cartegraph Navigator to Cartegraph OMS. The Standard Data Conversion_service_includes the following___ o Assets ■ Parent records and associated parent-level attributes ■ Child records and associated child-level attributes ■ Current Inspection record, including: Page 4 of 8 • Date • OCI • Condition Category and Index records • Note: Cartegraph OMS does not support Bridge NBI or Storm/Sewer NASSCO inspection methodology. This data is not included in the Standard Data Conversion service. ■ Open work events in Navigator's Asset Event table ■ Events with Key Date and/or Impact settings in Navigator, if applicable o Resources (Labor, Equipment, Material) ■ Parent record and associated parent-level attributes Current Default Rate record • Note: Customer is responsible for creating additional rate records to account for overtime, overhead; and/or FEMA rates, if applicable ■ Equipment ® Fleet Events, if applicable ■ Material • Current Quantity-on-Hand • Vendor Price Quotes ■ Vendor • Parent record and associated parent-level attributes • Contacts o Libraries ■ Standard and custom library data - not specifically excluded below o Attachment Paths ■ The file paths for Attachments will be updated to refer to the OMS project home. Your internal staff will be responsible for physically relocating files to the project home folder structure required for OMS. Cartegraph will transfer attachment files to the project home folder structure for hosted customers. However, files must be provided in the previously mentioned OMS project home folder structure. o Standard Conversion Exclusions ■ Work Orders • Labor, Equipment, Material Logs ■ Worksheets ■ Requests ■ Citizen data ■ Assets: • Bridge: NBI inspection data • Storm/Sewer: NASSCO inspection data • Pavement: Detailed Distress inspection data ■ PAVEMENTview Plus: Budgets, Scenarios, Models, and associated settings ■ Libraries: • Overall Ratings ■ Attachment Files ■ Custom attachment fields or tables Page 5 of 8 Integration Services • Cartegraph staff will provide a uni-directional (one-way) Integration Service between Petro Vend and Cartegraph. The 'integration includes: o A one-way integration of data from the source system to Cartegraph o Up to 12 fields in the same Cartegraph recordset (IE: Equipment table and Equipment's Fuel Log table) o A sync using a unique ID ■ If ID exists; information will be updated ■ If ID does not exist; Cartegraph will create a record or produce an error message o A customer-configurable runtime interval for the sync All data must be accessible to the Cartegraph service from a SQL DB, SQL View, or a Comma Delimited File Assets Asset implementation includes the following professional services: • Cartegraph will provide installation and training on the following twenty-six (26) asset types: o Storm (7) ■ Storm Culvert; Storm Facility; Storm Inlet; Storm Manhole; Storm Outlet; Storm Pipe; Storm Channel o Storm (7) Water Hydrant; Water Lateral; Water Main; Water Meter; Water Pump; Water Storage Tank; Water Valve o Water (4) ■ Sewer Lateral; Sewer Main; Sewer Manhole; Sewer Pump o Transportation (4) - ■ Marking; Pavement; Sign; Support o Other (4) ■ Tree; Sidewalk; Park; Code Compliance • Cartegraph will provide up to five (5) field configurations for each asset-type listed above. Cartegraph will provide all services remotely via audio, video, and web conferences unless otherwise noted. Customer Responsibility For the project, you will be responsible for appointing a dedicated project manager that will be responsible for: • Reviewing the implementation scope of work • All internal aspects of the project including, but not limited to, internal change management, internal documentation, staff coordination, task completion, and schedule commitment Page 6 of 8 Ensuring all scheduled meetings are attended by invited staff Partnering with the Cartegraph Project Manager to ensure project success • Providing leadership and insight on all relevant internal issues such as policy/procedure, organizational structure, project stakeholders, technical architecture, data, and current systems Exclusions The following service items are not included in the scope of this project: Implementation of any custom modification or integration developed by Cartegraph, your internal staff, or any third-party is not included in the scope of this project unless specifically listed above. Data conversion services from other software system(s) or sources (including Cartegraph Navigator databases) are not included in the scope of this project unless specifically listed above. • Any service items discussed during demonstrations, conference calls, or other events are not included in the scope of this project unless specifically listed above. Customer/Cartegraph Responsibilities Project representatives from Customer and Cartegraph accepts responsibility for all aspects of project planning, management, and execution not specifically identified as the responsibility of Cartegraph in the Master Agreement or in this Purchase Agreement. Ongoing management of the day-to-day allocation of Customer and Cartegraph resources and management of project tasks is the responsibility of the Customer and Cartegraph project representatives. Customer and Cartegraph project representatives will provide overall guidance and direction for the project and will direct the project accordingly. Further, and with regard to the Cartegraph obligations listed in this Purchase Agreement, Customer understands that it is vital to the success of the project that Customer provides assistance in the following matters: 1. For those services listed under Field Services, Cartegraph personnel will conduct information gathering and evaluation sessions with various Customer users and management. While Cartegraph respects the time and workload of Customer staff, dedicated time on the part of the appropriate Customer resources is necessary to complete these exercises. 2. The installation process requires the assistance of Customer personnel and suitable access to hardware and systems (e.g., security clearance). Customer is required to supervise the installation process while systems are accessible to Cartegraph. All hardware and software, for both Personal Computers and servers, is expected to be available, installed, and operating as specified in Cartegraph's System Requirements documentation such that delivery and execution of Cartegraph Field Services will not be impeded. 3. Customer and Cartegraph understand that the successful performance of Field Services depends upon Customer fulfilling its responsibilities. The Project assumes that Customer will provide all personnel required to achieve a successful implementation. 4. Customer will provide Internet access and IT staff support as required. For those services that are web-based, Cartegraph utilizes WebEx Meeting (or similar) technology. Customer shall ensure that their workstation platform and database meet Cartegraph system requirements as specified in the Cartegraph System Requirements documentation. Cartegraph Software will be supported within new versions of these workstation platforms and databases within a reasonable period of time from their release from their manufacturer. Cartegraph will discontinue-support of its Software within older versions of these workstation platforms and databases as their support is discontinued by their manufacturers. 5. Customer agrees to work with Cartegraph to schedule Field Services in a timely manner. All undelivered Field Services shall expire 365 days from the execution of this Purchase Agreement, unless noted differently in Services .Scope listed above. Upon expiration of services, the project may be cancelled at Cartegraph's discretion. Page 7 of 8 Not-to-Exceed Proposal Cartegraph will not exceed the total included in this Purchase Agreement without written approval from Customer. In the event it becomes apparent to Cartegraph that additional service efforts will be needed due to any changes in the scope of this Purchase Agreement, Cartegraph will notify Customer prior to exceeding the approved efforts and obtain written approval if additional Software or services are required. BY EXECUTING THIS PURCHASE AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS, CONDITIONS, FEES AND CHARGES PROVIDED HEREIN AND IN THE MASTER AGREEMENT, AS WELL AS ANY OTHER`EXHIBITS TO THE MASTER AGREEMENT, AND CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT. Cartegraph Systems, Inc. City of Ashland By By (Signature) (Signature) Tim McCool (Type or print name) (Type or print name) Title Director of Sales Title - Date Date VEDAS TO k Y Y Cit y Dat. © iI Page 8 of 8 ADDENDUM TO CARTEGRAPH MASTER AGREEMENT NO. MA276 THIS ADDENDUM is dated July 7th, 2017, and contains terms intended to supersede and clarify the terms set forth in that certain Cartegraph Master Agreement No. MA276, to which this Addendum is attached and incorporated by this reference. BY EXECUTING THIS ADDENDUM CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS AND CONDITIONS ON THE FOLLOWING PAGES IN ADDITION TO ANY EXHIBITS AND PURCHASE AGREEMENTS AND CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT. Cartegraph Systems, Inc. City of Ashland, OR By By (Signature) (Signature) Tim McCool (Type or print name) (Type or print name) Title Director of Sales Title Date Date 1 CITY OF' FORM #6 ASHLAND To: City Council, Local Contract Review Board From: Mike Faught Date: 07/20/2017 Re: Sole Source Determination and Written Findings for Goods and Services In accordance with AMC 2.50.090(F), the Department Head shall determine in writin that there is only one provider of a product or service of the quality and type required available. Estimated total value of contract: $127,024.80 Project name: Cartegraph OMS Enterprise Upgrade Description of goods and services: Installation and implementation upgrade to the new Cartegraph OMS Enterprise platform suite of software. Background: - The City of Ashland is preparing to purchase the next iteration of Cartegraph Operations Management Software. The Cartegraph software is. used primarily within the following departments, Water Distribution Division, Wastewater Collection Division, Street Division Operations, Street Division Collections, Electric Division and the Fleet/ Facilities Division. To assist staff in the day to day, operations, infrastructure management and inventory, mapping, scheduling, estimating, budgeting, reporting for state and federal requirements and data storage; staff requires an Operations Management System (OMS). In the late 90's we purchased software from Cartegraph Systems, Inc., for this purpose. The software modules currently being used for the above divisions are: Work Director, Sewer View, Storm View, WaterView, Pavement Management, Versa View, LightView, GEODATAconnect-Personal GIS Director, Fleet/Facilities, and Sign View. During the course of the year, occasional problems may arise that requires staff to contact Cartegraph Systems. Cartegraph will also assist our staff with any questions regarding training issues as needed. The annual maintenance agreement is vital in 'our ability to finction as a department. It's the Agency's intent to have installed and implement this new platform of software, by September 30, 2017 J Form #6 - Sole Source - Goods and Services - Greater than $100,000, Page 1 of 4, 7/25/2017 This sole source justification applies to the purchase of the Cartegraph Software which is currently in use. This contract is for the installation of the new software platform, data conversion, implementation, training, support and license renewal. The estimated cost is $127, 024.80 1 l Form #6 - Sole Source - Goods and Services - Greater than $100,000, Page 2 of 4, 7/25/2017 Findings: Me andings below must include actual information supporting the determination. J Market Research Overall fmding: N/A [In accordance with ORS 279B.075, these are the examples of findings that should be addressed. Select at least one of the findings and prepare the determination as it specifically relates to the good or service being procured. More than one nding can be addressed. The findings are as follows. Pursuant to ORS 279B.075 (2)(a): Provide findings supporting your determination that the efficient. utilization of existing goods requires the acquisition of compatible goods or services from only one source. It is in the best interest of the city to upgrade and continue using the Cartegraph Systems Inc software due to the complexity and volume of critical information that has been collected and used daily for 18+ years. The software is integrated with other critical software systems and is being used by many of the cities' departments and staff. The size and amount of data that has been collected is substantial, by updating the software to continuing using Cartegraph would be the most cost effective use of the cities' finances. Pursuant to ORS 279B.075 (2)(b): Provide findings supporting your determination that the goods or services required for the exchange of software or data with other public or private agencies are available from only one source. N/A Pursuant to ORS 279B.075 (2)(c): Provide findings supporting your determination that the goods or services are for use in a pilot or an experimental project. N/A Pursuant to ORS 279B.075 (2)(d): Any other findings that support the conclusion that the goods or services are available from only one source. N/A Form #6 - Sole Source - Goods and Services -Greater than $100,000, Page 3 of 4, 7/25/2017 PUBLIC NOTICE: Pursuant to OAR 137-047-0275 (2), a Contracting Agency shall give public notice of the Contract Review Authority's determination that the Goods and Services or class of Goods and Services are available, from only one source in a manner similar to the public notice of Competitive Sealed Bids under ORS 279B.055(4) and OAR 137-047-0300. The public notice shall describe the Goods or Services to be acquired by a Sole Source Procurement. The Contracting Agency shall give such public notice at least seven days before Award of the Contract. After the Sole Source Procurement has been approved by the City Council, the following public notice will be posted on the City's website to allow for the seven (7) day protest period. Date Public Notice first appeared on www.ashland.or.us - Enter datel PUBLIC NOTICE Approval of a Sole Source Procurement First date of publication: [Enter date A request for approval of a Sole Source procurement was presented to and approved by the City Council, acting as the Local Contract Review Board, on [Enter date]. It has been determined based on written findings that the following Goods and Services are available from only one source. [Enter description of goods and services, name of prospective supplier and/or service provider, cost, terms of contract, etc.] The contract terms, conditions and specifications may be reviewed upon request by contacting [Enter City contact name, department, and telephone number] An affected person may protest the determination that the personal services are available from only one source in accordance with OAR 137-047-0710. A written protest shall be delivered to the following address: City of Ashland, [Enter department name, contact name, and complete address]. The seven (7) day protest period will expire at 5:00pm on [Enter date-seven calendar days from first date ofpublication] This public notice is being published on the City's Internet World Wide Web site at least seven days prior to the award of a public contract resulting from this request for approval of a Sole Source procurement. Form #6 - Sole Source - Goods and Services - Greater than $100,000, Page 4 of 4, 7/25/2017 Council Business Meeting August 1, 2017 Title: Contract Addendum - Hays Oil Company for Bulk Fuel From: Michael Black Parks Director michaei.black(@-ashland.or.us Summary: This is a request for approval to extend an existing contract with Hays Oil Company for bulk fuel (Unleaded and B5 Bio Diesel) delivered to the Parks shop at Oak Knoll Golf Course. Hays Oil Company was awarded a contract resulting from a competitive solicitation (Intermediate Procurement) for an initial term of one year (July 18, 2016 to July 17, 2017) with the option to extend the contract for up to two (2) additional years for a maximum term of three (3) years. Staff is recommending the contract be extended the remaining and allowable two (2) years until July 17, 2019. Actions, Options, or Potential Motions: The Council, acting as the Local Contract Review Board, moves to approve the contract addendum to extend the contract until July 17, 2019. Staff Recommendation: Staff recommends the public contract be extended until July 17, 2019. Resource Requirements: Funds are budgeted each fiscal year for.Parks bulk fuel (Unleaded and B5 Bio Diesel). The cost for Parks bulk fuel has ranged from $6,500 to $8,700 per fiscal year over the previous three (3) fiscal years. FY 2015 - $8,700 FY 2016 - $6,500 FY 2017 - $7,000 Policies, Plans and Goals Supported: N/A Background and Additional Information: None Attachments: Hays Oil Company Fuel Bid for Ashland Parks Shop Page 1 of 1 CITY OF ASHLAND I fHr rAevYN PO BOX 1220 Medford OR 97501 (800)-452-6555 July 8, 2016 City of Ashland 90 N. Mountain Avenue Ashland OR 97520 Fax: 541-488-5320 Email kari.olson@ashland.or.us Attn: Purchasing Representative, Karl Olson - ed Pint 13td foffis Pars S vp Ms. Karl Olson, The pricing for this bid offering will be based on the following. o Eugene Oregon OPIS Average 10:00 AM EDT report, dated 7/7/2016. © Deliveries to Ashland are made on a weekly basis using a bobtail truck. o The fuels available for delivery are those that are provided at the Eugene Oregon fuel terminal. o Regular Unleaded 10% Ethanol o BS biodlesel Undyed, Bio component is in diesel when picked up in Eugene. Manufacturer name of Bio component unknown. C u Price of fuel and markup. o Regular Unleaded 10% Ethanol ■ OPIS Price $1.625, Markup $0.181, Tax $0.30271 Total $2.1087 o B5 Biodiesel Undyed OPIS Price $1.650, Markup $0.181, Tax $0.00286 Total $1.8339 If you have any questions, contact Steven Hays, 541-772-2053 ex 1009 or email shays@haysoil.com. Thanks you for the opportunity to bid on your fuel needs. S ce y, Steven Hays 1890 So. Pacific Hwy. 529 NE F Street 191 Bateman Drive 829014th Street Medford OR 97501 Grants Pass OR 97526 Central Point OR 97502 White City OR 97503 541-772-2053 541-476-2218 541-664-6640 541-826-5550 Fax 541-779-2602 Fax 541-476-9936 Fax 541-664-1364 Fax 541-826-3864 City of Ashland Invitation to Bid FUEL DELIVERY Bids are due prior to 2:OOpm (PST), Tuesday, July 12, 2016 The City of Ashland is requesting bids for periodic fuel deliveries at the Ashland Parks Shop located next to the Oak Knoll Golf Course. The successful contractor will be required to enter into a contract with the City and provide Certificates of Insurance for General Liability, Commercial/Business Automobile and Workers' Compensation, including the City of Ashland listed as additional insured. A valid City of Ashland business license will also be required. Tank: . 1,500 Gallon Tank: B-5 Bio-Diesel - 500 Gallons Unleaded =1,000 Gallons Additive: Additive for cold weather and lubrication is to be added and pre-mixed with _ B-5 Bio-Diesel prior to each delivery continuously all year. Location: Ashland Park Shop (Next to Oak Knoll Golf Course) 3070 Highway 66 Ashland, OR 97520 Types of fuel- E- 10 Ethenol Unleaded 87 Octane B-5 Bio-Diesel (loot to exceed B-5 - No longer require dyed fuel) PURCHASING Tel: 541488-5354 City of Ashland Fax: 541488-5320 - 90 N. Mountain TTY: 541-552-1234 Ashland, Oregon 97520 www.ashiand.onus Fuel Deliveries During the past year, fuel was delivered every two weeks or two times per month. Pricing method for fuel: Price of fuel will be calculated by using the Eugene "AM" OPIS (Oil Price Index Service) rack average plus markup for both unleaded and diesel fuel. Applicable taxes: Diesel - No federal tax, no state tax, leak and spill taxes applicable Unleaded -No federal tax, state excise tax and leak & spill taxes applicable Note: Please let us know if the applicable taxes noted above are not accurate. Please provide an official bid on company letterhead, including the following information: 1. Delivery schedule for Ashland and type of truck delivery (buck & trailer or bobtail buck) 2. Types of fuel that can be provided 3. Detailed breakdown of fuel prices: a. price for each type of fuel b. manufacturer name and price for pre-mixed additive (B-5 Bio-Diesel only) c. Provide actual markup percentage or amount that will be added to the Eugene AM OPIS rack average for each type of fuel d. applicable taxes e. cost per gallon to deliver fuel 4. Provide actual pricing that would be calculated on THURSDAY; JULY 7; 2016*for 500 gallons of each type of fuel -Unleaded and B-5 Bio-Diesel with pre-mixed additive delivered complete. Due date and time: Bids are due prior to 2::00 PM, Tuesday, July 12, 2016 Late or incomplete bids will not be considered. PURCHASING Tel: 541-488-5354 City of Ashland Fax: 541-488-5320 90 N. Mountain TTY: 541-552-1234 Ashland, Oregon 97520 www.ashland.or.us Bids will be received at the following location-, Kari Olson Purchasing Representative City of Ashland 90 N. Mountain Avenue Ashland, OR 97520 Tel: 541-488-5354 Fax: 541-488-5320 Email: kari-olson(n..ashland.or.us Method of Award: ORS 279B.070 Intermediate. Procurements. (4) If a contract is awarded, the contracting agency shall award the contract to the offeror whose quote or proposal will best serve the interests of the contracting agency, taking into account price as well as considerations including, but not limited to, experience, expertise, product .functionality, suitability for a particular purpose and contractor responsibility under ORS 279B.110 If you have any questions and/or need additional information, you are welcome and encouraged to call me at (541) 488-5354. Thank you in advance for your time and efforts. Respectfully, Kari Olson Purchasing Representative PURCHASING Tel: 541-488-5354 City of Ashland Fax: 541-488-5320 90 N. Mountain TTY: 541-552-1234 Ashland, Oregon 97520 www.ashland.or.us Council Business Meeting August 1, 2017 Title: Resolutions Authorizing and Approving a State Revolving Fund Loan Agreement to Finance Wastewater.and Water System Projects From: Scott Fleury Engineering Services Manager Scott.fleuryP-ashland. or..us Summary: After adoption of the 2012 Wastewater Master Plan Public Works staff has worked diligently to obtain low interest funding for capital improvement projects. Public Works applied for low interest loans from the Oregon Department of Environmental Quality (DEQ) Clean Water State Revolving Fund Loans (CWSRF) program for wastewater and water system project. In order to finalize loan documents and move forward with the projects, City Council must approve resolutions to authorize and approve the loans. There are two separate resolutions and loan documents for the associated wastewater and water system improvement projects. Actions, Options, or Potential Motions: Move to approve a resolution titled "A resolution authorizing and approving a State Revolving Fund loan agreement to finance wastewater system projects." and Move to approve a resolution titled "A resolution authorizing and approving a State Revolving Fund loan agreement to finance water system projects." Staff Recommendation: Staff recommends Council approve the resolutions authorizing and approving the Clean Water State Revolving Fund Loan Agreements. Resource Requirements: Each loan has twenty=year payback period with a 1% interest rate and a .5% loan administration fee for the total amount borrowed. The adopted 2012 wastewater master plan and associated rate structure accounts for the revenue's necessary to payback the DEQ loans for capital projects. In addition, the original rate structure per the master plan has been and will continue to be updated to account for changes within the wastewater fund including but not limited to changing interest rates, capital expenditures and materials requirements. Policies, Plans and Goals Supported: Council Goals: 22. Prepare for the impact of climate change on the community. Page Iof2 CITY OF ASHLAND Administrative Goals: 30. Deliver timely life-cycle capital improvements. Climate Energy Action Plan: Strategy NS-2: Manage and conserve community water resources. Background and Additional Information: Through development and approval of the Wastewater Master Plan in 2012, numerous capital improvement projects were identified to meet and maintain regulatory compliance. These projects include life cycle replacement of the membrane filters (complete), relocation of the City's current effluent outfall from Ashland Creek to Bear Creek and riparian shading to meet future temperature requirements within the National Pollution Elimination System (NPDES) permit. As part of the process to fund these projects the City identified potential funding sources including low interest loans from the Department of Environmental Quality (DEQ) CWSRF program. The low interest loans include a "sponsorship option" that allows for the interest on these loans to be as low as 1%. The sponsorship option encourages communities to pursue restoration or protection projects in conjunction with traditional wastewater projects. The City's restoration projects associated with the wastewater sponsorship option includes piping the TID canal within City limits. This sponsorship project is also a primary recommended project in the water master plan. The City applied for a total of $9,900,000 in CWSRF for engineering and construction of a new oxidation ditch and priority pipeline upsizing improvements including; Bear Creek trunkline, Mt. Ave. and A St. In addition, as the sponsorship project the City applied for $1,300,000 for piping the TID canal from Starlight Place to the Terrace St. TID pump station. Table 1 shows the allocation breakdown for the projects. Table 1: Oxidation Ditch/Pipelines $9,900,000 Piping TID Canal $1,300,000 Totals: $11,200,000 The City of Ashland Legal Department has reviewed the resolutions and loan documents and created the legal opinion to verify the City can legally enter into this loan agreement and that by doing so the City does not violate any other agreement, statute, order or law which the City is bound to. Attachments: • DEQ Loan Agreement #R11752 • DEQ Loan Agreement #R11753 • Resolution authorizing and approving a state revolving fund loan agreement to finance wastewater system projects • Resolution authorizing and approving a state revolving fund loan agreement to finance water system projects • . Legal Counsel Opinion Page 2of2 CITY OF ASHLAND CLEAN WATER STATE REVOLVING FUND LOAN AGREEMENT No. R11752 BETWEEN THE STATE OF OREGON ACTING BY AND THROUGH ITS DEPARTMENT OF ENVIRONMENTAL QUALITY AND CITY OF ASHLAND OREGON DEPARTMENT OF ENvlRONMENTAL QUALITY PAGE 2 TABLE OF CONTENTS ARTICLE 1: THE LOAN - SPECIFIC TERMS ....................................................................................3 ARTICLE 2: GENERAL LOAN PROVISIONS .......................................................................................4 ARTICLE 3: GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS ..................................7 ARTICLE 4: CONDITIONS TO LOAN ................................................................................................8 ARTICLE 5: COVENANTS OF BORROWER .......................................................................................9 ARTICLE 6: REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS RELATINGTO CONSTRUCTION PROJECTS ONLY ............................................................................13 ARTICLE 7: DISCLAIMERS BY DEQ; LIMITATIONS ON DEQ'S LIABILITY .............:...................16 ARTICLE 8: DEFAULT AND REMEDIES .............................:...................................:..........................17 ARTICLE 9: DEFINITIONS .............................................................................................................18 ARTICLE 10: NIISCELLANEOUS .....................................................................................................20 APPENDIX A: REPAYMENT SCHEDULE ..........................................................................................25 APPENDIX B: ESTIMATED CWSRF LOAN DISBURSEMENT SCHEDULE ......................................26 APPENDIX C: DBE GOOD FAITH EFFORTS .................................................................................27 APPENDIX D: APPLICABLE FEDERAL AUTHORITIES AND LAWS ("CROSS-CUTTERS") ............28 APPENDIX E: DAMS-BACON PROVISION ...............................................................29 APPENDIX F: EQUAL EMPLOYMENT OPPORTUNITY .................................................38 APPENDIX G: CERTIFICATION REGARDING LOBBYING ..............................................40 APPENDIX H: AMERICAN IRON AND STEEL ("AIS") REQUIREMENT ...............................41 APPENDIX I: INFORMATION REQUIRED BY 2 C.F.R. §200.331 (A)(1)) ............................44 OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 3 THIS LOAN AGREEMENT ("Agreement") is made and entered into as of the date ("Effective Date") it is fully executed by both parties (and in the case of the State, approved by the Attorney General's Office, if required) and is by and between the State of Oregon, acting by and through its Department of Environmental Quality ("DEQ"), and the Borrower (as defined below). Unless the context requires otherwise, capitalized terms not defined below shall have the meanings assigned to them by ARTICLE 9 of this Loan Agreement. The reference number for the Loan made pursuant to this Loan Agreement is Loan No. R11752. DEQ agrees to make, and Borrower agrees to accept, the Loan on the terms and subject to the conditions set forth below. ARTICLE.1: THE LOAN - SPECIFIC TERMS DEQ agrees to make the Loan on the following terms and conditions: (A) BORROWER: City of Ashland (B) BORROWER'S ADDRESS: 20 East Main Street. Ashland, Oregon 97520 Fax 541-488-6006 (C) LOAN AMOUNT: $9,900,000 (D) TYPE AND PURPOSE OF LOAN. The Loan is a "Revenue Secured Loan" made by DEQ pursuant to OAR Section 340-054-0065(2) for the purpose of financing the Project. (E) PROJECT TITLE: Wastewater Treatment Upgrades. (F) DESCRIPTION OF THE PROJECT: New oxidation ditch and pipeline improvements to provide sufficient treatment during high flows. (G) INTEREST RATE: One and 00/100 percent (1.00%) per annum. This is a promotional rate that assumes completion of this project and the sponsorship project associated with loan R11753. If the Projects or any part thereof is not completed in accordance with the terms of this Agreement, the interest rate shall be Two and 14/100 percent (2.146/o) per annum, retroactive to the Effective Date. Calculation of interest is also discussed in ARTICLE 2(E) and in ARTICLE 2(F)(4) of this Agreement. (R) REPAYMENT PERIOD: Ending no later than twenty (20) years after the earlier of the Completion Date or the estimated Project Completion Date set forth in ARTICLE 3(A)(10).. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 4 (I) TERMS OF REPAYMENT: An interest-only payment within six months after the estimated Project Completion Date set forth in ARTICLE 3(A)(10) and thereafter semi-annual payments of principal and interest in accordance with APPENDIX A and ARTICLE 2(F) of this Agreement. (T) PLEDGE: The Borrower hereby grants DEQ a security interest in and irrevocably pledges its Net Revenues to secure payment of and to pay the amounts due under this Loan Agreement. The Net Revenues so pledged and hereafter received by the Borrower shall immediately be subject to the lien of such pledge without physical delivery or further act, and the lien of the pledge shall be superior to all other claims and liens whatsoever, to the fullest extent permitted by ORS 287A.310. The Borrower represents and warrants that the pledge of Net Revenues hereby made by the Borrower complies with, and shall be valid and binding from the date of this Agreement pursuant to, ORS 287A.310. The Borrower covenants with DEQ and any assignee of this Agreement that except as otherwise expressly provided herein, the Borrower shall not issue any other obligations which have a pledge or lien on the Net Revenues superior to or on a parity with the pledge herein granted without the written permission of DEQ. The lien of this pledge is on a parity with the liens securing all other CWSRF loans between DEQ and the Borrower. (I) ANNUAL FEE: An annual fee of 0.5% of the Outstanding Loan Amount (as determined prior to the posting of the payment due on that date) is due during the Repayment Period commencing with the second payment date hereunder and annually thereafter. ARTICLE 2: GENERAL LOAN PROVISIONS (A) AGREEMENT OF DEQ To LOAN. DEQ agrees to loan the Borrower an amount not to exceed the Loan Amount, subject to the terms and conditions of this Loan Agreement, but solely from funds available to DEQ in the Water Pollution Control Revolving Fund for its Clean Water State Revolving Fund program. This Loan Agreement is given as evidence of a Loan to the Borrower made by DEQ pursuant to ORS Chapters 190, 286A, 287A, and 468, and OAR Chapter 340, all as amended from time to time, consistent with the express provisions hereof. (B) AVAILABILITY OF FUNDS. DEQ's obligation to make the Loan described in this Agreement is subject to the availability of funds in the Water Pollution Control Revolving Fund for its CWSRF program, and DEQ shall have no liability to the Borrower or any other parry if such funds are not available or are not available in amounts sufficient to fund the entire Loan described herein, as determined by DEQ in the reasonable exercise of its administrative discretion. Funds may not be available ahead of the estimated schedule of disbursements submitted by the Borrower, which is attached as APPENDIX B. This schedule may be revised from time to time by the parties without the necessity of an amendment by replacing the then current APPENDIX B with an updated APPENDIX B which is dated and signed by both parties. Furthermore, DEQ's obligation to make any disbursement hereunder shall terminate on June 30, 2022. (C) DISBURSEMENT OF LOAN PROCEEDS. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 5 (1) Project Account(s). Loan proceeds (as and when disbursed by DEQ to the Borrower) shall be deposited in a Project account(s). The Borrower shall maintain Project account(s) as segregated account(s). Funds in the Project account(s) shall only be used to pay for Project costs, and all earnings on the Project account(s) shall be credited to the account(s). (2) . Documentation of Expenditures. The Borrower shall provide DEQ with written evidence of materials and labor furnished to and performed upon the Project and such receipts for the payment of the same, releases, satisfactions and other . signed statements and forms as DEQ may reasonably require. DEQ will disburse funds to pay Project costs only after the Borrower has provided documentation satisfactory to DEQ that such Project costs have been incurred and qualify for reimbursement hereunder. (3) Adjustments and Corrections. DEQ may at any time review and audit requests for disbursement and make adjustments for, among other things, ineligible expenditures, mathematical errors, items not built or bought, unacceptable work and other discrepancies. Nothing in this Agreement requires DEQ to pay any amount for labor or materials unless DEQ is satisfied that the claim therefor is reasonable and that the Borrower actually expended and used such labor or materials in the Project. In addition, DEQ shall not be required to make any disbursement which would cause the total of all disbursements made hereunder (including the requested disbursement) to be greater than the total estimated cost of the work completed at the time of the disbursement, as determined by DEQ. (4) Contract Retainage Disbursement. DEQ will not disburse Loan proceeds to cover contractor retainage unless. the Borrower is disbursing retainage to an escrow account and provides proof of the deposit, or until the Borrower provides proof that it paid retained funds to the contractor. (D) AGREEMENT OF BORROWER TO REPAY. The Borrower agrees to repay all amounts owed on this Loan as described in ARTICLE I(I) and ARTICLE 2(F) in U.S. Dollars in immediately available funds at the place listed for DEQ in ARTICLE I O(A). In any case, the Borrower agrees to repay all amounts owed on this Loan within the Repayment Period. (E) INTEREST. Interest will accrue at the rate specified in ARTICLE I (G) from the date that a disbursement hereunder is mailed or delivered to the Borrower or deposited into an account of the Borrower. Interest will accrue using a 365/366 day year and actual days elapsed. (F) LOAN REPAYMENT. (1) PreliminM RepaMent Schedule; Interim Pa dents. The attached APPENDIX A is a preliminary repayment schedule based on the estimated date of the first disbursement hereunder and Loan Amount. Until the final repayment schedule is effective, the Borrower shall make the payments set forth in the preliminary repayment schedule. (2) Final Repayment Schedule. After the Borrower has submitted its final request for Loan proceeds and DEQ has made all required disbursements hereunder, DEQ will determine the Final Loan Amount and prepare a.final payment schedule that provides for level semi-annual installment payments of principal and interest (commencing on the next semi-annual payment date), each in an amount sufficient to pay accrued interest to the OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 6 date of payment and to pay so much of the principal balance as to fully amortize the then Outstanding Loan Amount over the remaining Repayment Period. (3) Crediting of Scheduled Payments. A scheduled payment received before the scheduled repayment date will be applied to interest and principal on the scheduled repayment date, rather than on the day such payment is received. Scheduled payments will be applied first to fees due, if any,, and then to interest, according to the applicable repayment schedule, and then to principal. (4) Crediting of Unscheduled Pa nents. All unscheduled payments, including any prepayments and partial payments, will be applied first to fees due, if any, and then to accrued unpaid interest (which will be computed as otherwise provided in this Agreement, except that interest from the last payment date will be calculated using a 365/366 day year and actual days elapsed), and then to principal. In the case of a Loan prepayment that does not prepay all of the principal of the Loan, DEQ will determine, in its sole discretion, how it will apply such Loan prepayment to the Outstanding Loan Amount. After a partial payment, DEQ may, in its sole and absolute discretion, reamortize the Outstanding Loan Amount at the same interest rate for the same number of payments to decrease the Loan payment amount; provided, however, that nothing in this Agreement requires DEQ to accept any partial payment or to reamortize the Outstanding Loan Amount if it accepts a partial payment. (5) Final Payment. The Outstanding Loan Amount, all accrued and unpaid interest, and all unpaid fees and charges due hereunder are due and payable no later than twenty (20) years after the Completion Date.. (G) PREPAYMENT. (1) Optional Prepayment. The Borrower may prepay any amount owed on this Loan without penalty on any business day upon 24 hours prior written notice. Any prepayment made hereunder will be applied in accordance with ARTICLE 2(17)(4). (2) Refinancing of Loan by the Borrower. If the Borrower refinances the portion of the Project financed by this Loan or obtains an additional grant or loan that is intended to finance the portion of the Project financed by this Loan, it will prepay the portion of the Loan being refinanced by the additional grant or loan. (3) Ineligible Uses of the Project. If the Borrower uses the Project for uses that are other than those described in ARTICLE I (F) ("ineligible uses"), the Borrower shall, upon demand by DEQ, prepay an amount equal to the Outstanding Loan Amount multiplied by the percentage (as determined by DEQ) of ineligible use of the Project. Such prepayment shall be applied against the most remotely maturing principal installments and shall not postpone the due date of any payment(s) hereunder. (H) LATE PAYMENT FEE. The Borrower agrees to pay immediately upon DEQ's demand a late fee equal to five percent (5%) of any payment (including any loan fee) that is not received by DEQ on or before the tenth (10'') calendar day after such payment is due hereunder. (n TERMINATION OF LOAN AGREEMENT. Upon performance by the Borrower of all of its obligations under this Loan Agreement, including payment in full of the Final Loan Amount, all accrued interest and all fees, charges and other amounts due hereunder, this Loan Agreement will OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 7 terminate, and DEQ will release its interest in any collateral given as security under this Loan Agreement. ARTICLE 3: GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS (A) REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower represents and warrants to DEQ that: (1) It is a duly formed and existing public agency (as defined in ORS 468.423(2)) and has full power and authority to enter into this Loan Agreement. (2) This Agreement has been duly authorized and executed and delivered by an authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms. (3) All acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Agreement have existed, have happened, and have been performed in due time, form and manner as required by law. (4) Neither the execution of this Loan Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with any of the terms and conditions of this Loan Agreement will violate any provision of law, or any order of any court or other agency of government, or any agreement or other instrument to which the Borrower is now a party or by which the Borrower or any of its properties or assets is bound: Nor will this Loan Agreement be in conflict with, result in a breach of, or constitute a default under, any such agreement or other instrument, or, except as provided hereunder, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower. (5) This Loan Agreement does not create any unconstitutional indebtedness. The Loan Amount together with all of the Borrower's other obligations does not, and will not, exceed any limits prescribed by the Constitution, any of the statutes of the State of Oregon, the Borrower's charter, or any other authority. (6) The Project is a project which the Borrower may undertake pursuant to Oregon law and for which the Borrower is authorized by law to borrow money. (7) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain the Facility and the Project, other than licenses and permits relating to the Facility or the Project which the Borrower expects to and shall receive in the ordinary course of business, to carry on its activities relating thereto, to execute and deliver this Agreement, to undertake and complete the Project, and to carry out and consummate all transactions contemplated by this Agreement. (8) The information contained herein which was provided by the Borrower is, true and accurate in all respects, and there is no material adverse information relating to the Project or the Loan, known to the Borrower, that has not been disclosed in writing to DEQ. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 8 (9) No litigation exists or has been threatened that would cast doubt on the enforceability of the Borrower's obligations under this Loan Agreement. (10) The estimated Completion Date of the Project is May 31, 2019. The Borrower agrees to commence the Project no later than two (2) years from the Effective Date and complete the Project by the estimated Completion Date. (11) The estimated total Costs of the Project are 9,900,000. (12) The Borrower is in compliance with all laws, ordinances, and governmental rules and regulations to which it is subject, the failure to comply with which would materially adversely affect the ability of the Borrower to conduct its activities or undertake or complete the Project or the condition (financial or otherwise) of the Borrower or the Project. (B) CONTINUING REPRESENTATIONS OF THE BORROWER. The representations of the Borrower contained herein shall be true on the closing date for the Loan and at all times during the term of this Agreement. (C) REPRESENTATIONS AND WARRANTIES OF DEQ. DEQ represents and warrants that the Director has power under ORS Chapter 468 and OAR Chapter 340, Division 54, to enter into the transactions contemplated by this Loan Agreement and to carry out DEQ's obligations thereunder and that the Director is authorized to execute and deliver this Loan Agreement and to make the Loan as contemplated hereby. AR'T'ICLE 4: CONDITIONS TO LOAN (A) CONDITIONS TO CLOSING. DEQ's obligations hereunder are subject to the condition that on or prior to May 31, 2017, the Borrower will duly execute and deliver to DEQ the following items, each in form and substance satisfactory to DEQ and its counsel: (1) this Agreement duly executed and delivered by an authorized officer of the Borrower; (2) a copy of the ordinance, order or resolution of the governing body of the Borrower authorizing the execution and delivery of this Agreement, certified by an authorized officer of the Borrower; . (3) Certification Regarding Lobbying, substantially in the form of APPENDIX G, duly executed and delivered by an authorized officer of the Borrower; (4) an opinion of the legal counsel to the Borrower to the effect that: (a) The Borrower has the power and authority to execute and deliver and perform its obligations under this Loan Agreement; (b) This Loan Agreement has been duly executed and acknowledged where necessary by the Borrower's authorized representative(s), all required approvals have been obtained, and all other necessary actions have been taken, so that this Loan Agreement is valid, binding, and enforceable against the Borrower in OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 9 accordance with its terms, except as such enforcement is affected by bankruptcy, insolvency, moratorium, or other laws affecting creditors rights generally; (e) To such counsel's knowledge, this Loan Agreement does not violate any other agreement, statute, court order, or law to which the Borrower is a party or by which it or any of its property or assets is bound; and (d) The Gross Revenues from which the Net Revenues are derived and that are used as security for the Loan will not constitute taxes that are limited by Section 1 lb, Article XT of the Oregon Constitution; and (5) such other documents, certificates, opinions and information as D.EQ or its counsel may reasonably require. (B) CONDITIONS To DISBURSEMENTS. Notwithstanding anything in this Agreement to the contrary, DEQ shall have no obligation to make any disbursement to the Borrower under this Agreement unless: (1) No Event of Default and no event, omission or failure of a condition which would constitute an Event of Default after notice or lapse of time or both has occurred and is continuing; (2) All of the Borrower's representations and warranties in this Agreement are true and correct on the date of disbursement with the same effect as if made on such date; and (3) The Borrower submits a disbursement request to DEQ that complies with the requirements of ARTICLE 2(C); provided, however, DEQ shall be under no obligation to make any disbursement if: (x) DEQ determines, in the reasonable exercise of its administrative discretion, there is insufficient money available in the SRF and CWSRF Program for the Project; or (y) there has been a change in any applicable state or federal law, statute, rule or regulation so that the Project is no longer eligible for the Loan. ARTICLE 5: COVENANTS OF BORROWER (A) . GENERAL COVENANTS OF THE BORROWER. Until the Loan is paid in full, the Borrower covenants with DEQ that: (1) The Borrower shall use the Loan funds only for payment or reimbursement of the Costs of the Project in accordance with this Loan Agreement. The Borrower acknowledges and agrees that the Costs of the Project do NOT include any Lobbying costs or expenses incurred by Borrower or any person on behalf of Borrower and that Borrower will not request payment or reimbursement for Lobbying costs and expenses. (2) If the Loan proceeds are insufficient to pay for the Costs of the Project in full, the Borrower shall pay from its own funds and without any right of reimbursement from DEQ all such Costs of the Project in excess of the Loan proceeds. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 10 (3) The Borrower is and will be the owner of the Facility and the Project and shall defend them against the claims and demands of all other persons at any time claiming the same or any interest therein. (4) The Borrower shall not sell, lease, transfer, or encumber or enter into any management agreement or special use agreement with respect to the Facility or any financial or fixed asset of the utility system that produces the Net Revenues without DEQ's prior written approval, which approval may be withheld for any reason. Upon sale, transfer or encumbrance of the Facility or the Project, in whole or in part, to a private person or entity, this Loan shall be immediately due and payable in full. (5) Concurrent with the execution and delivery of this Loan Agreement, or as soon thereafter as practicable, the Borrower shall take all steps necessary to cause the Project to be completed in a timely manner in accordance with all applicable DEQ requirements. Project construction must begin within five (5) years of the environmental determination required by OAR 340-054-0022(5)(c). Borrower shall begin using the Loan proceeds within two (2) years after execution of this Agreement, and if Borrower fails to do so, DEQ may terminate this Agreement unless Borrower requests an extension in writing and DEQ has approved such extension. (6) The Borrower shall take no action that would adversely affect the eligibility of the Project as a CWSRF project or cause a violation of any Loan covenant in this Agreement. (7) The Borrower shall undertake the Project, request disbursements under this Loan Agreement, and use the Loan proceeds in full compliance with all applicable laws and regulations of the State of Oregon, including but not limited to ORS Chapter 468 and Oregon Administrative Rules Sections 340-054-0005 to 340-054-0065, as they may be amended from time to time, and all applicable federal authorities and laws and regulations of the United States, including but not limited to Title VI of the Clean Water Act as amended by the Water Quality Act of 1987, Public Law 100-4, the federal cross-cutters listed at APPENDIX D, the equal employment opportunity provisions in APPENDIX F (which must be included in Borrower's contracts with its contractors), and the regulations of the U.S. Environmental Protection Agency, all as they may be amended from time to time. (8) The.Borrower shall keep the Facility in good repair and working order at all times and operate the Facility in an efficient and economical manner. The Borrower shall provide the necessary resources for adequate operation, maintenance and replacement of the Project and retain sufficient personnel to, operate the Facility. (9) Interest paid on this Loan Agreement is not excludable from gross income under Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"). However, DEQ may have funded this Loan with the proceeds of State bonds that bear interest that is excludable from gross income under Section 103(a) of the Code. Section 141 of the Code requires that the State not allow the proceeds of the State bonds to be used by private entities (including the federal government) in such a way that the State bonds would become "private activity bonds" as defined in Section 141 of the Code. To protect the State bonds the Borrower agrees that it shall not use the Loan proceeds or lease, transfer or otherwise permit the use of the Project by any private person or entity in any way that that would cause this Loan Agreement or the State bonds to be treated as "private activity bonds" under Section 141 of the Code and the regulations promulgated under that Section of the Code. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 11 (B) DEBT SERVICE COVERAGE REQUIREMENT; WASTEWATER RATE COVENANT; REPORTING. (1) Debt Service Coverage Requirement. The Borrower shall maintain wastewater rates and charge fees in connection with the operation of the Facility that are adequate to -generate Net Revenues in each fiscal year sufficient to pay (i) all debt service (excluding debt service on the Loan), (ii) all other financial obligations imposed in connection with prior lien obligations of the Borrower, and (iii) an amount equal to the debt service coverage factor of 105% multiplied by the debt service payments due under this Loan Agreement in that fiscal year. (2) Wastewater Rate Adjustments. The Borrower shall review its wastewater rates and fees at least annually. If, in any fiscal year, the Borrower fails to collect fees sufficient to meet the debt service coverage requirement described in ARTICLE 5(B)(1), the Borrower shall promptly adjust its wastewater rates and fees to assure future compliance with such coverage requirement. The Borrower's adjustment of the wastewater rates and fees does not constitute a cure of any default by the Borrower of the debt service coverage requirement set forth in ARTICLE 5(B)(1). The Borrower's failure to adjust rates shall not, at the discretion of DEQ, constitute a default if the Borrower transfers to the fund that holds the Net Revenues unencumbered resources in an amount equal to the revenue deficiency to the Facility that produces the Net Revenues. (3) Reporting Requirement. By December 31 of each year the Borrower shall provide DEQ with a report that demonstrates the Borrower's compliance with the - requirements of this ARTICLE 5(B). If the audit report described in ARTICLE 5(F) identifies the Net Revenues and contains a calculation demonstrating the Borrower's satisfaction of the requirements of this ARTICLE 5(13), that audit will satisfy the requirements of this ARTICLE 5(13)(3). (C) LOAN RESERVE REQUIREMENT; LOAN RESERVE ACCOUNT. (1) Loan Reserve Requirement. The Loan reserve requirement equals one-half of the average annual debt service based on the final repayment schedule. Until the Final Loan Amount is calculated, the Loan reserve requirement is $186,344. The Borrower shall . deposit the Loan reserve requirement amount into the Loan Reserve Account no later than the date the first payment is due hereunder. (2) Loan Reserve Account. The Borrower shall create a segregated Loan Reserve Account that shall be held in trust for the benefit of DEQ. The Borrower hereby grants DEQ a security interest in and irrevocably pledges amounts in the Loan Reserve Account to pay the amounts due under this Loan Agreement. The funds in Loan Reserve Account so pledged and hereafter received by the Borrower shall immediately be subject to the lien of such pledge without physical delivery or further act, and the lien of the pledge shall be superior to all other claims and liens whatsoever, to the fullest extent permitted by ORS 287A.310. The Borrower represents and warrants that the pledge of the Loan Reserve Account hereby made by the Borrower complies with, and shall be valid and binding from the date of this Agreement pursuant to, ORS 287A.310. The Borrower shall use the funds in the Loan Reserve Account solely to pay amounts due hereunder until the principal, interest, fees, and any other amounts due hereunder have been fully paid. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 12 (3) Additional Deposits. If the balance in the Loan Reserve Account falls below the Loan reserve requirement, the Borrower shall promptly deposit from the first Net Revenues available after payment of the amounts due hereunder (unless the Borrower has previously made such deposit from other money of the Borrower) an amount sufficient to restore the balance up to the Loan reserve requirement. (D) INSURANCE. At its own expense, the Borrower shall, during the term of this Agreement, procure and maintain insurance coverage (including, but not limited to, hazard, flood and general liability insurance) adequate to protect DEQ's interest and in such amounts and against such risks as are usually insurable in connection with similar projects and as is usually carried by entities operating similar facilities. The insurance shall be with an entity which is acceptable to DEQ. The Borrower shall provide evidence of such insurance to DEQ. Self insurance maintained pursuant to a recognized municipal program of self-insurance will satisfy this requirement. (E) INDEMNIFICATION. The Borrower shall, to the extent permitted by law and the Oregon Constitution, indemnify, save and hold the State, its officers, agents and employees harmless from and (subject to ORS Chapter 180) defend each of them against.any and all claims, suits, actions, losses, damages, liabilities, cost and expenses of any nature whatsoever resulting from, arising out of or relating to the acts or omissions of the Borrower or its officers, employees, subcontractors or agents in regard to this Agreement or the Project. (F) THE BORROWER'S FINANCIAL RECORDS; FINANCIAL REPORTING REQUIREMENTS. (1) Financial Records. The Borrower shall keep proper and complete books of record and account and maintain all fiscal records related to this Agreement, the Project, and the Facility in accordance with generally accepted accounting principles, generally accepted government accounting standards,.the requirements of the Governmental Accounting Standards Board, and state minimum standards for audits of municipal corporations. The Borrower must maintain separate Project accounts in accordance with generally accepted government accounting standards promulgated by the Governmental Accounting Standards Board. The Borrower will permit DEQ and the Oregon Secretary of State and their representatives to inspect its properties, and all work done, labor performed and materials furnished in and about the Project, and DEQ, the Oregon Secretary of State and the federal government and their duly authorized representatives shall have access to the Borrower's fiscal records and other books, documents, papers, plans and writings that are pertinent to this Agreement to perform examinations and audits and make excerpts and transcripts and take copies. (2) Record Retention Period. The Borrower shall retain and keep accessible files and records relating to the Project for at least six (6) years (or such longer period as may be required by applicable law) after Project completion as determined by DEQ and financial files and records until all amounts due under this Loan Agreement are fully repaid, or until the conclusion of any audit, controversy, or litigation arising out of or related to this Agreement, whichever date is later. (3) Accounting for Costs of the Project. As soon as possible, but in no event later than six (6) months following the Project Completion Date, Borrower shall provide DEQ with a full and complete accounting of the Costs of the Project, including but not OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 13 limited to documentation to support each cost element and a summary of the Costs of the Project and the sources of funding. (4) Single Audit Requirements. The CWSRF Program receives capitalization grants through the Catalog of Federal Domestic Assistance ("CFDA") No. 66.458: Capitalization Grants for State Revolving Funds and is subject to the regulations of the U.S. Environmental Protection Agency ("EPA"). Borrower is a sub-recipient. (a) Subrecipients receiving federal funds in excess of $750,000 in the subrecipient's fiscal year are subject to audit conducted in accordance with the provisions of 2 CFR part 200, subpart F. The Borrower, if subject to this requirement, shall at its own expense submit to DEQ a copy of, or electronic link to, its annual audit subject to this requirement covering the funds expended under this Agreement and shall submit or cause to be submitted to DEQ the annual audit of any subrecipient(s), contractor(s), or subcontractor(s) of the Borrower responsible for the financial management of funds received under this Agreement. (b) Audit costs for audits not required in accordance with 2 CFR part 200, subpart F are unallowable. If the Borrower did not expend $750,000 or more in Federal funds in its fiscal year, but contracted with a certified public accountant to perform an audit, costs for performance of that audit shall not be charged to the funds received under this Agreement. (c) The Borrower shall save, protect and hold harmless DEQ from the cost of any audits or special investigations performed by the Federal awarding agency or any federal agency with respect to the funds expended under this Agreement. The Borrower acknowledges and agrees that any audit costs incurred by the Borrower as a result of allegations of fraud, waste or abuse are ineligible for reimbursement under this or any other agreement between the Borrower and the State of Oregon. (G) DBE GOOD FAITH EFFORT. Pursuant to the good faith efforts described in APPENDIX C, the Borrower shall make a good faith effort to promote fair share awards to Minority Business Enterprises ("MBE"), Women's Business Enterprises ("WBE"), and Small Businesses in Rural Areas ("SBRA") on all contracts and subcontracts awarded as part of the . Project. The Borrower agrees to include, in its contract(s) with its prime contractor(s), the following language, which must not be altered in any way: "The contractor shall not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The contractor shall carry out applicable requirements of 40 CFR part 33 in the award and administration of contracts awarded under EPA financial assistance agreements. Failure by the contractor to carry out these requirements is a material breach of this contract which may result in the termination of this contract or other legally available remedies." The Borrower also agrees to include, in its contract(s) with its prime contractor(s), and shall cause each contract awarded by its prime contractor(s) to include, language to the following effect (the exact language may vary): (1) A prime contractor must pay its subcontractor(s) no more than 30 days from the prime contractor's receipt of payment from the Borrower. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 14 (2) The Borrower must be notified in writing by its prime contractor prior to any termination of a DBE subcontractor for convenience by the prime contractor. (3) If a DBE subcontractor fails to complete work under the subcontract for any reason, the prime contractor must employ the Six Good Faith Efforts as described in 40 C.F.R. 33.301 if soliciting a replacement subcontractor. (4) A prime contractor must employ the Six Good Faith Efforts even if the prime contractor has achieved its Fair Share Objectives under Subpart D of 40 C.F.R. Part 33. (R) CONTRACT LANGUAGE. The Borrower shall include in all contracts (unless exempt) with its prime contractor(s) the language set forth in APPENDIX F. Further, the Borrower agrees to fully comply with Subpart C of 2 C.F.R. 180 and Subpart C of 2 C.F.R. 1532 regarding debarment and suspension and agrees to include or cause to be included in any contract at any tier the requirement that a contractor comply with Subpart C of 2 C.F.R. 180 and Subpart C of 2 C.F.R. 1532 if the contract is expected to equal or exceed $25,000. (I) PROJECT ASSURANCES. Nothing in this Loan Agreement prohibits the Borrower from requiring more assurances, guarantees, indemnity or other contractual requirements from any party performing Project work. ARTICLE 6: REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS RELATING TO CONSTRUCTION PROJECTS ONLY (A) THE BORROWER'S REPRESENTATION AND WARRANTY REGARDING COSTS ALREADY INCURRED. (1) The Borrower represents and warrants to DEQ that, as of the date of this Loan Agreement, the Costs of the Project actually incurred by the Borrower for construction, do not exceed zero-. (2) The Borrower acknowledges that DEQ is relying upon the Borrower's representation regarding the amount of Costs of the Project incurred by the Borrower for construction prior to the date of this Loan Agreement as set forth in ARTICLE 6(A)(1) above to determine what portion of the Loan qualifies as a "refinancing" under the EPA's Clean Water State Revolving Fund regulations, 40 C.F.R. Part 35, that may be disbursed on a reimbursement basis. (B) CONDITION TO DISBURSEMENTS. DEQ's obligation to make disbursements hereunder is further conditioned on the following: (1) The Borrower's plans, specifications and related documents for the Project shall be reviewed and approved by DEQ, ds required by OAR Chapter 340, Division 054. (2) The Borrower has submitted documentation satisfactory to DEQ that the disbursement is for work that complies with plans, specifications, change orders and addenda approved by DEQ, in accordance with OAR Chapter 340, Division 054. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 15 (3) The Borrower has submitted a copy of the awarded contract and bid documents (including a tabulation of all bids received) to DEQ for the portion of the Project costs that will be funded with the disbursement. (C) GENERAL PROVISIONS. The Borrower covenants with DEQ that: (1) Construction Manual. Unless stated otherwise in this Agreement, the Borrower shall comply with the requirements set forth in the Manual as in effect from time to time. DEQ will provide the Borrower with a copy of the Manual upon request. (2) Plans and Specifications. The Borrower shall obtain DEQ's review and approval of the Borrower's plans, specifications, and related documents for the Project, as required by OAR Chapter 340, Division 054, prior to any disbursement of Loan proceeds hereunder. (3) Change Orders. The Borrower shall submit all change orders to DEQ. The Borrower must submit prior to its execution any change order that exceeds $100,000 or will alter Project performance. The Borrower shall not use any Loan proceeds to pay for costs of any change order that DEQ has not approved in writing. This ARTICLE 6(C)(3) shall not prevent the Borrower from using funds other than Loan proceeds to pay for a change order before DEQ approves it, but the Borrower bears the risk that DEQ will not approve the change order. (4) Inspections; Reports. The Borrower shall provide inspection reports during the construction of the Project as required by DEQ to ensure that the Project complies with approved plans and specifications. Qualified inspectors shall conduct these inspections under the direction of a registered civil, mechanical or electrical engineer, whichever is appropriate. DEQ or its representative(s) may enter property owned or controlled by the Borrower to conduct interim inspections and require progress reports sufficient to determine compliance with approved plans and specifications and with the Loan Agreement, as appropriate. (5) Asbestos and Other Hazardous Materials. The Borrower shall ensure that only persons trained and qualified for removal of asbestos or other Hazardous Materials will remove any asbestos or Hazardous Materials, respectively, which may be part of this Project. (6) Operation and Maintenance Manual. The Borrower shall submit to DEQ a draft Facility operation and maintenance manual before the Project is fifty percent (50%) complete. The Borrower shall submit to DEQ a final Facility operation and maintenance manual that meets DEQ's approval before the Project is ninety percent (90%) complete. (7) Project Performance Certification. The Borrower shall submit to DEQ draft performance standards before the Project is fifty percent (50%) complete. The Borrower shall submit to DEQ final performance standards that meet DEQ's approval before the Project is ninety percent (90%) complete. The Borrower shall submit to DEQ the following done in accordance with the Manual: (i) no later than 10.5 months after the Initiation of Operation (as that term is defined in OAR 340-054-0010(26)), a performance evaluation report based on the approved performance standards; (ii) within one year after the Project's Initiation of Operation, Project performance certification statement; and (iii) within two (2) OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 16 months of submission of such Project perfonnance.certification statement, a corrective action plan for any Project deficiencies noted in said statement. (8) Alterations After Completion. The Borrower shall not materially alter the design or structural character of the Project after completing the Project without DEQ's written approval. (9) Project Initiation of Operations. (a) The Borrower shall notify DEQ of the Initiation of Operation no more than thirty (30) days after the actual Project Completion Date. (b) If the Project is completed, or is completed except for minor items, and the Project is operable, but DEQ has not received a notice of Initiation of Operation from the Borrower, DEQ may assign an Initiation of Operation date. (D) PROVISION APPLICABLE TO CONTRACTS AND SUBCONTRACTS AWARDED FOR THE PROJECT (1) Davis-Bacon Requirements. All contracts and subcontracts awarded as part of the Project shall comply with (1) the wage requirements of the Davis-Bacon Act, as amended, 40 U.S.C. §§3141 to 3144, 3146 and 3147 (2002), and (2) the requirements of the Prevailing Wage Rates for Public Works Projects in Oregon established under ORS 279C.800 through 279C.870 and OAR 839-025-0000 through 839-025-0540. The Borrower agrees that it will insert into any contract in excess of $2,000 for construction, and will cause its subcontractors to insert in any sub-contract in excess of $2,000 for construction, the Davis-Bacon language set forth in Part 1 of APPENDIX E and Part 2 of APPENDix E as applicable. (2) Retainage. The Borrower shall require a five percent (5%) retainage in all of its contracts related to the Project for an amount greater than One Hundred Thousand Dollars ($100,000). (E) AMERICAN IRON AND STEEL The Borrower shall: (1) Comply with all federal requirements applicable to the Loan (including those imposed by the Consolidated Appropriations Act, 2014, P.L. 113-76 ("CAA"), and related CWSRF Policy Guidelines) which the Borrower understands includes, among other requirements, that all of the iron and steel products used in the Project are to be produced in the United States ("American Iron and Steel Requirement") unless (i) the Borrower has requested and obtained a waiver from the.EPA pertaining to the Project or (ii) DEQ-has otherwise advised the Borrower in writing that the American Iron and Steel Requirement is not applicable to the Project. (2) Comply with all record keeping and reporting requirements under the Clean Water Act, 33 U.S.C. 1251 et sec . (1972) ("Clean Water Act"), including any reports required by a Federal agency or DEQ such as performance indicators of program deliverables, information on costs and Project progress. The Borrower understands that OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 17 (i) each contract and subcontract related to the Project is subject to audit by appropriate federal and state entities and (ii) failure to comply with the Clean Water Act and this Agreement may be a default hereunder that results in a repayment of the Loan in advance of the maturity thereof and/or other remedial actions. (3) Include in all contracts for the Project the language set forth in APPENDIX H. All contracts and subcontracts of Borrower for the Project must have a provision requiring compliance with the American Iron and Steel Requirement. APPENDIX H is an example provided. by the EPA of what could be included in all contracts in projects that use CWSRF funds. Neither the EPA nor DEQ makes any claims regarding the legality of this clause with respect to state or local law. ARTICLE 7: DISCLAIMERS BY DEQ; LIMITATION OF DEQ'S LIABILITY (A) DISCLAIMER OF ANY WARRANTY. DEQ EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE PROJECT, THE QUALITY OF MATERIALS SUPPLIED TO AND THAT BECOME A PART OF THE PROJECT, THE QUALITY OF THE WORKMANSHIP PERFORMED UPON THE PROJECT, OR THE EXTENT AND STAGE OF COMPLETION OF THE PROJECT. No such warranty or guarantee shall be implied by virtue of any inspection or disbursement made by DEQ. Any inspection done by DEQ shall be for its sole benefit. (B) DISCLAIMER OF LIABILITY OF DEQ. DEQ EXPRESSLY DISCLAIMS . LIABILITY OF ANY KIND OR CHARACTER WHATSOEVER FOR PAYMENT OF LABOR OR MATERIALS OR OTHERWISE IN CONNECTION WITH THE COMPLETION OF THE PROJECT OR CONTRACTS ENTERED INTO BY THE BORROWER WITH THIRD PARTIES FOR THE COMPLETION OF THE PROJECT. All Project costs of labor, materials and construction, including any indirect costs, shall be the responsibility of and shall be paid by the Borrower. (C) NONLIABILITY OF STATE. (1) The State and its officers, agents and employees shall not be liable to the Borrower or to any other party for any death, injury, damage, or loss that may result to any person or property by or from any cause whatsoever, arising out of any defects in the plans, design drawings and specifications for the Project, any agreements or documents between the Borrower and third parties related to the Project or any activities related to the Project. DEQ shall not be responsible for verifying cost-effectiveness of the Project, doing cost comparisons or reviewing or monitoring compliance by the Borrower or any other party with state procurement laws and regulations. (2) The Borrower hereby expressly releases and discharges DEQ, its officers, agents and employees from all liabilities, obligations and claims arising out of the Project work or under the Loan, subject only to exceptions previously agreed upon in writing by the parties. (3) Any findings by DEQ concerning the Project and any inspections or analyses of the Project by DEQ are for determining eligibility for the Loan and disbursement of Loan OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 18 proceeds only. Such findings do not constitute an endorsement of the feasibility of the Project or its components or an assurance of any kind for any other purpose. (4) Review and approval of Facilities plans, design drawings and specifications or other documents by or for DEQ does not relieve the Borrower of its responsibility to properly plan, design, build and effectively operate and maintain the Facility as required by law, regulations, permits and good management practices. ARTICLE 8: DEFAULT AND REMEDIES (A) EVENTS OF DEFAULT. The occurrence of one or more of the following events constitutes an event of default ("Event of Default"), whether occurring voluntarily or involuntarily, by operation of law or pursuant to any order of any court or governmental agency: (1) The Borrower fails to make any Loan payment within thirty (30) days after the payment is scheduled to be made according to the repayment schedule; (2) Any representation or warranty made by the Borrower hereunder was untrue in any material respect as of the date it was made; (3) The Borrower becomes insolvent or admits in writing an inability to pay its debts as they mature or applies for, consents to, or acquiesces in the appointment of a trustee or receiver for the Borrower or a substantial part of its property; or in the absence of such application, consent, or acquiescence, a trustee or receiver is appointed for the Borrower or a substantial part of its property and is not discharged within sixty (60) days; or any bankruptcy, reorganization, debt arrangement or moratorium or any dissolution or liquidation proceeding is instituted by or against the Borrower and, if instituted against the Borrower, is consented to or acquiesced in by the Borrower or is not dismissed within twenty (20) days; (4) As a result of any changes in the United States Constitution or the Oregon Constitution or as a result of any legislative, judicial, or administrative action, any part of this Loan Agreement becomes void, unenforceable or impossible to perform in accordance with the intent and purposes of the parties hereto or is declared unlawful; (5) The Borrower defaults in the performance or observance of any covenants or agreements contained in any loan documents between itself and any lender or lenders, and the default remains uncured upon the expiration of any cure period provided by said loan documents; or (6) The Borrower fails to cure non-compliance in any material respect with any other covenant, condition, or agreement of the Borrower hereunder, other than as set forth in (1) through (5) above within a period of thirty (30) days after DEQ provides notice of the noncompliance. (B) REMEDIES. If DEQ determines that an Event of Default has occurred, DEQ may, without further notice: (1) Declare the Outstanding Loan Amount plus any unpaid accrued interest, fees and any other amounts due hereunder immediately due and payable; OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 19 (2) Cease making disbursement of Loan proceeds or make some disbursements of Loan proceeds and withhold or refuse to make other disbursements; (3) Appoint a receiver, at the Borrower's expense, to operate the Facility that produces the pledged revenues and collect the Gross Revenues; (4) Set and collect utility rates and charges; (5) Pay, compromise or settle any liens on the Facility or the Project or pay other sums required to be paid by the Borrower in connection with the Project, at DEQ's discretion, using the Loan proceeds and such additional money as may be required. If DEQ pays any encumbrance, lien, claim, or demand, it shall be subrogated, to the extent of the amount of such payment, to all the rights, powers, privileges, and remedies of the holder of. the encumbrance, lien, claim, or demand, as the case may be. Any such subrogation rights shall be additional cumulative security for the amounts due under this Loan Agreement; (6) Direct the State Treasurer to withhold any amounts otherwise due to the Borrower from the State of Oregon and, to the extent permitted by law; direct that such funds be applied to the amounts due DEQ under this Loan Agreement and be deposited into the SRF; and (7) Pursue any other legal or equitable remedy it may have. ARTICLE 9: DEFINITIONS (A) "BORROWER" means the public agency (as defined in ORS 468.423(2)) shown as the "Borrower" in Article 1(A) of this Agreement. (B) "COMPLETION DATE" means the date on which the Project is completed. If the Project is a planning project, the Completion Date is the date on which DEQ accepts the planning project. If the Project is a design project, the Completion Date is the date on which the design project is ready for the contractor bid process. If the Project is a construction project, the Completion Date is the date on which the construction project is substantially complete and ready for Initiation of Operation. (C) "COSTS OF THE PROJECT" means expenditures approved by DEQ that are necessary to construct the Project in compliance with DEQ's requirements and may include but are not limited to the following items: (1) Cost of labor and materials and all costs the Borrower is required to pay under the terms of any contract for the design, acquisition, construction or installation of the Project; (2) Engineering fees for the design and construction of the Project. (3) The costs of surety bonds and insurance of all kinds that may be required or necessary during the course of completion of the Project; OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 20 (4) The legal, financing and administrative costs of obtaining the Loan and completing the Project; and (5) Any other costs approved in writing by DEQ. (D) "CWSRF PROGRAM" or "CWSRF" means the Clean Water State Revolving Fund Loan Program, a loan program administered by DEQ under ORS 468.423 to 468.440. (E) "DEQ" means the Oregon Department of Environmental Quality. (F) "DIRECTOR" means the Director of DEQ or the Director's authorized representative. (G) "FACILITY" means all property owned or used by the Borrower to provide wastewater collection, treatment and disposal services, of which the Project is a part. (I4). "FINAL LOAN AMOUNT" means the total of all Loan proceeds disbursed to the Borrower under the Loan Agreement, determined on the date on which the Borrower indicates that no further Loan funds will be requested, all eligible expenditures have been reimbursed from the Loan proceeds, or all Loan proceeds have been disbursed hereunder, whichever occurs first. m "GROSS REVENUES" means all fees and charges resulting from operation of the Facility and any interest earnings thereon; provided however, Gross Revenues does not include: the proceeds of any grants; the proceeds of any borrowings for capital improvements; the proceeds of any liability insurance; or the proceeds of any casualty insurance which the Borrower intends to and does utilize for repair or replacement of the Facility or a part thereof. (,n "HAZARDOUS MATERIALS" means and includes flammable explosives, radioactive materials, asbestos and substances defined as hazardous materials, hazardous substances or hazardous wastes in the Comprehensive Environmental Response, Compensation, and Liability Act, as amended by the Superfund Amendments and Reauthorization Act (42 U.S.C. Section 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et seq.), and regulations promulgated thereunder. (I) "LOAN" means the loan made pursuant to this Loan Agreement. (L) "LOAN AGREEMENT" or "AGREEMENT" means this loan agreement and its exhibits, appendices, schedules and attachments (which are by this reference incorporated herein), and any amendments thereto. 01) "LOAN AMOUNT" means the maximum amount DEQ agrees to loan the Borrower hereunder. (N) "LOAN RESERVE ACCOUNT" means the account described in ARTICLE 5(c)(2). (O) "LOBBYING" means influencing or attempting to influence a member, officer or employee of a governmental agency or legislature in connection with the awarding of a government contract, the making of a government grant or loan or the entering into of a cooperative agreement with such governmental entity or the extension, continuation, renewal, amendment or modification of any of the above. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 21 (P) "MANUAL" means the CWSRF Manual for Construction Projects. (Q) "NET REVENUES" means the Gross Revenues less the Operating Expenses for the Facility. (R) "OPERATING EXPENSES" means all direct and indirect expenses incurred for operation, maintenance and repair of the Facility, including but is not limited to administrative expenses, legal, financial and accounting expenses, insurance premiums, claims (to, the extent that monies are not available from insurance proceeds), taxes, engineering expenses relating to operation and maintenance, payments and reserves for pension, retirement, health, hospitalization, and sick leave benefits, and any other similar expenses to be paid to the extent properly and directly attributable to operations of the Facility. Operating expenses include an appropriate amount for reserves for repair and replacement of the Facility based on the expected life of the collection, treatment and disposal facilities. (S) "OUTSTANDING LOAN AMOUNT" means, as of any date, the sum of all disbursements to the Borrower hereunder less the sum of all Loan principal payments received by DEQ. (T) "PROJECT" means the facilities, activities or documents described in ARTICLE 1(E) and (F). (U) "REPAYMENT PERIOD" means the repayment period ending on the date specified in ARTICLE 1(H) which date shall not in any event be later than twenty (20) years after the Completion Date. (V) "SRF" means the Water Pollution Control Revolving Fund established under ORS 468.427, also known as the State Revolving Fund. (W) "STATE" means the State of Oregon. ARTICLE 10: MISCELLANEOUS (A) NOTICES, All notices, payments, statements, demands, requests or other communications under this Loan Agreement by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered by personal delivery, by certified mail, return receipt requested, or by facsimile transmission, and, if to the Borrower, delivered, addressed or transmitted to the location or number listed in ARTICLE 1(B), and if to DEQ, delivered, addressed or transmitted to: Clean Water State Revolving Fund Loan Program Water Quality Division Department of Environmental Quality 700 NE Multnomah Street Portland, Oregon 97235 Fax (503) 229-6037 or to such other addresses or numbers as the parties may from time to time designate. Any notice or other communication so addressed and mailed shall be deemed to be given five (5) days after mailing. Any notice or other communication delivered by facsimile shall be deemed to be given OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 22 when receipt of the transmission is generated by the transmitting machine. To be effective against DEQ, such facsimile transmission must be confirmed by telephone notice to DEQ's CWSRF Program Coordinator. Any notice or other communication by personal delivery shall be deemed to be given when actually delivered. (B) WAIVERS AND RESERVATION OF RIGHTS. (1) DEQ's waiver of any breach by the Borrower of any term, covenant or condition of this Loan Agreement shall not operate as a waiver of any subsequent breach of the same or breach of any other term, covenant, or condition of this Loan Agreement. DEQ may pursue any of its remedies hereunder concurrently or consecutively without being deemed to have waived its right to pursue any other remedy. (2) Nothing in this Loan Agreement affects DEQ's right to take remedial action, including, but not limited to, administrative enforcement action and action for breach of contract against the Borrower, if the Borrower fails to carry out its obligations under this Loan Agreement. (C) TIME IS OF THE ESSENCE. The Borrower agrees that time is of the essence under this Loan Agreement. (D) RELATIONSHIP OF PARTIES. The parties agree and acknowledge that their relationship is that of independent contracting parties, and neither party hereto shall be deemed an agent, partner, joint venturer or related entity of the other by reason of this Loan Agreement. (E) No Third Party Beneficiaries. DEQ and the Borrower are the only parties to this Loan Agreement and are the only parties entitled to enforce the terms of this Loan Agreement. Nothing in this Loan Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right not held by or made generally available to the public, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Loan Agreement. Any inspections, audits, reports or other assurances done or obtained, or approvals or consents given, by DEQ are for its benefit only for the purposes of administering this Loan and the CWSRF Program. (F) ASSIGNMENT. DEQ shall have the right to transfer the Loan or any part thereof, or assign any or all of its rights under this Loan Agreement, at any time after execution of this Loan Agreement upon written notice to the Borrower. Provisions of this Loan Agreement shall inure to the benefit of DEQ's successors and assigns. This Loan Agreement or any interest therein may be assigned or transferred by the Borrower only with DEQ's prior written approval (which consent may be withheld for any reason), and any assignment or transfer by the Borrower in contravention of this ARTICLE I O(F) shall be null and void. (G) DEQ NOT REQUIRED To ACT. Nothing contained in this Loan Agreement requires DEQ to incur any expense or to take any action hereunder in regards to the Project. (I) FURTHER ASSURANCES. The Borrower and DEQ agree to execute and deliver any written instruments necessary to carry out any agreement, term, condition or assurance in this Loan Agreement whenever a party makes a reasonable request to the other party for such instruments. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 23 (1) VALIDITY AND SEVERABILITY; SURVIVAL. If any part, term, or provision of this Loan Agreement or of any other Loan document shall be held by a court of competent jurisdiction to be void, voidable, or unenforceable by either party, the validity of the remaining portions, terms and provisions shall not be affected, and all such remaining portions, terms and provisions shall remain in full force and effect. Any provision of this Agreement which by its nature or terms is intended to survive termination, including but not limited to ARTICLE 5(E), shall survive termination of this Agreement. (J) NO CONSTRUCTION AGAINST DRAFTER. Both parties acknowledge that they are each represented by and have sought the advice of counsel in connection with this Loan Agreement and the transactions contemplated hereby and have read and understand the terms of this Loan Agreement. The terms of this Loan Agreement shall not be construed against either party as the drafter hereof. (1) HEADINGS. All headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Loan Agreement. (L) ATTORNEYS' FEES AND EXPENSES. In any action or suit to enforce any right or remedy under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, to the extent permitted by law. (N) CHOICE OF LAW; DESIGNATION OF FORUM; FEDERAL FORUM. (1) The laws of the State of Oregon (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance, and enforcement. (2) Any party bringing a legal action or. proceeding against any other party arising out of or relating to this Agreement shall bring the legal action or proceeding in the Circuit Court of the State of Oregon for Marion County (unless Oregon law requires that it be brought and conducted in another county). Each party hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and waives any claim that such forum is an inconvenient forum. (3) Notwithstanding ARTICLE I O(M)(2), if a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for the District of Oregon. This ARTICLE 10(M)(3) applies to a claim brought against the State of Oregon only to the extent Congress has appropriately abrogated the State of Oregon's sovereign immunity and is not consent by the State of Oregon to be sued in federal court. This ARTICLE 10(M)(3) is also not a waiver by the State of Oregon of any form of defense or immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. (N) COUNTERPARTS. This Loan Agreement may be executed in any number of counterparts, each of which is deemed to be an original, but all.together constitute but one and the same instrument. y (O) ENTIRE AGREEMENT; AMENDMENTS. This Loan Agreement, including all appendices and attachments that are by this reference in herein, constitutes the entire agreement between the Borrower and DEQ on the subject matter hereof, and it shall be binding on the parties thereto when executed by all the parties and when all approvals required to be obtained OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 24 by DEQ have been obtained. This Loan Agreement, including all related Loan documents and instruments, may not be amended, changed, modified, or altered without the written consent of the parties. CITY OF ASHLAND By: Authorized Officer Date Typed Name: Title: STATE OF OREGON ACTING BY AND THROUGH ITS DEPARTMENT OF ENVIRONMENTAL QUALITY By: Lydia Emer, Operations Division Administrator Date OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 25 APPENDIX A: REPAYMENT SCHEDULE Due PAYMENT Principal Date Pmt# Principal Interest Fees Total Balance 9,900,000 8/1/2020 1 0 259,375 0 259,375 9,900,000 2/1/2021 2 230,532 49,500 49,500 329,532 9,669,468 8/1/2021 3 231,685 48,347 0 280,032 9,437,783` 2/1/2022 4 232,843 47,189 47,189 327,221 9,204,940 8/1/2022 5. 234,007 46,025 0 280,032 8,970,933 2/1/2023 6 235,177 44,855 44,855 324,887 8,735,756 8/1/2023 7 236,353 43,679 0 280,032 8,499,403 2/1/2024 8 237,535 42,497 42,497 322,529 8,261,868 8/1/2024 9 238,723 41,309 0 280,032 8,023,145 2/1/2025 10 239,916 40,116 40,116 320,148 7,783,229 8/1/2025 11 241,116 38,916 0 280,032 7,542,113 2/1/2026 12 242,321 37,711 37,711 317,743 7,299,792 8/1/2026 13 243,533 36,499 .0 280,032 7,056,259 2/1/2027 14 244,751 35,281 35,281 315,313 6,811,508 8/1/2027 15 245,974 34,058 0 280,032 6,565,534 2/1/2028 16 247,204 32,828 32,828 312,860 6,318,330 8/1/2028 17 248,440 31,592 0 280,032 6,069,890 2/1/2029 18 249,683 30,349 30,349 310,381 5,820,207 8/1/2029 19 250,931 29,101 0 280,032 5,569,276 2/1/2030 20 252,186 27,846 27,846 307,878 5,317,090 8/1/2030 21 253,447 26,585 0 280,032 5,063,643 2/1/2031 22 254,714 25,318 25,318 305,350 4,808,929 8/1/2031 23 .255,987 24,045 0 280,032 4,552,942 2/1/2032 24 257,267 22,765 22,765 302,797 4,295,675 8/1/2032 25 258,554 21,478 0 280,032 4,037,121 2/1/2033 26 259,846 20,186 20,186 300,218 3,777,275 8/1/2033 27 261,146 18,886 0 280,032 3,516,129 2/1/2034 28 262,451 17,581 17,581 297,613 3,253,678 8/1/2034 29 263,764 16,268 0 .280,032 2,989,914 2/1/2035 30 265,082 14,950 14,950 294,982 2,724,832 8/1/2035 31 266,408 13,624 0 280,032 2,458,424 2/1/2036 32 267,740 12,292 12,292 292,324 2,190,684 8/1/2036 33 269,079 10,953 0 280,032 1,921,605 2/1/2037 34 270,424 9,608 9,608 289,640 1,651,181 8/1/2037 35 271,776 8,256 0 280,032 1,379,405 2/1/2038 36 273,135 6,897 6,897 286,929 1,106,270 8/1/2038 37 274,501 5,531 0 280,032 831,769 2/1/2039 38 275,873 4,159 4,159 284,191 555,896 8/1/2039 39 277,253 2,779 0 280,032 278,643 2/1/2040 40 278,643 1,393 1,393 281,429 0 TOTALS 9,900,000 1,280,627 523,321 11,703,948 OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 26 APPENDIX B: ESTIMATED CWSRF LOAN DISBURSEMENT SCHEDULE Loan funds are expected to be available based on the following Project schedule: 1 990,000 8/1/2017 2 990,000 9/1/2017 3 990,000 10/1/2017 4 990,000 11/1/2017 5 990,000 12/1/2017 6 990,000 .1/1/2018 7 990,000 2/1/2018 8' 990,000 3/1/2018 9 990,000 4/1/2018 10 990,000 5/1/2018 OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY ' PAGE 27 APPENDIX C: DBE GOOD FAITH EFFORTS At a minimum the Borrower or its prime contractor must take six affirmative steps (which apply to any procurement of construction, supplies, equipment or services) to demonstrate good faith effort to utilize minority (MBE), women-owned (WBE) and small (SBE) businesses. The six steps are: 1) To include qualified small, minority and women's businesses on solicitation lists; 2) To assure that small, minority, women's businesses are solicited whenever they are potential sources; 3) To divide total requirements, whenever economically feasible, into smaller tasks or quantities to permit maximum participation by small, minority or women's businesses; 4) To establish delivery schedules whenever the requirements of the work permit, which will encourage participation by small, minority and women's businesses; 5) To use the services and assistance of the Small Business Administration (http://pro-net.sba.gov) and the Office of Minority Business Enterprise of the U.S. Department of Commerce (http://www.rnbda.gov) to identify appropriate small, minority and women businesses; and 6) To require subcontractors to take all of the affirmative action steps described above and set forth in 40 CFR 35.3145(d) in any contract awards or procurements. The Borrower shall, and shall cause its contractors to, document compliance with the above requirements on forms found at Tab 6 of the Manual for Construction Projects. Additional resources available to recipients and contractors include the following: EPA. Office of Small and Disadvantaged Business Utilization: Phone: 206 - 553 - 2931 Web Site: www.ega.gov/osdbu Oregon Office of Minority, Women and Emerging Small Business 350 Winter Street N.E., Room 300 Salem, OR 97301-3878 Phone: 503 - 947 - 7922 Web Site: www.cbs.state.orms/omwesb OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 28 APPENDIX D: APPLICABLE FEDERAL AUTHORITIES AND LAWS ("CROSS-CUTTERS") ENVIRONMENTAL LEGISLATION: Archaeological and Historic Preservation Act of 1974, PL 93-291. Clean Air Act, 42 U.S.C. 7506(c). Coastal Barrier Resources Act, 16 U.S.C. 3501, et seq. Coastal Zone Management Act of 1972, PL 92-583, as amended. Endangered Species Act 16 U.S.C. 1531, et seq. Executive Order 11593, Protection and Enhancement of the Cultural Environment. Executive Order 11988, Floodplain Management. Executive Order 11990, Protection of Wetlands. Farmland Protection Policy Act, 7 U.S.C. 4201, et seq. Fish and Wildlife Coordination Act, PL 85-624, as amended. National Historic Preservation Act of 1966, PL 89-665,as amended. Safe Drinking Water Act, Section 1424(e), PL 92-523, as amended. Wild and Scenic Rivers Act, PL 90-542, as amended. Federal Water Pollution Control Act Amendments of 1972, PL 92-500. ECONOMIC LEGISLATION: Demonstration Cities and Metropolitan Development Act of 1966, PL 89-754, as amended. Section 306 of the Clean Air Act and Section 508 of the Clean Water Act, including Executive Order 11738, Administration of the Clean Air Act and.the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants or Loans. SOCIAL LEGISLATION: The Age Discrimination Act of 1975, Pub. L. No. 94-135, 89 Stat. 713, 42 U.S.C. §6102 (1994). Civil Rights Act of 1964, Pub: L. No. 88-352, 78 Stat. 252, 42 U.S.C. §2000d (1988). Section 13 of PL 92=500; Prohibition against Sex Discrimination under the Federal Water Pollution Control Act. Rehabilitation Act of 1973, Pub.. L. No. 93-1123, 87 Stat. 355, 29 U.S.C. §794 (1988), including Executive Orders 11914 and 11250). Executive Order 12898, Environmental Justice in Minority Populations. Exec. Order No. 11,246, 30 F.R. 12319 (1965), as amended by Exec. Order No. 11,375, 32 F.R. 14303 (1967), reprinted in 42 U.S.C. §2000e (1994), and its regulations at 41 C.F.R. §§60- 1.1 to 60-999.1. . MISCELLANEOUS AUTHORITY: Uniform Relocation and Real Property Acquisition Policies Act of 1970, PL 92=646. Executive Order 12549 and 40 CFR Part 32, Debarment and Suspension. Disclosure of Lobbying Activities, Section 1352, Title 31, U.S. Code. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 29 APPENDIX E: DAVIS-BACON PROVISION Part 1 (1) Minimum wages. (i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in § 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis- Bacon poster.(WH4321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. Subrecipients may obtain wage determinations from the U.S. Department of Labor's web site, www.dol.gov. (ii)(A) The subrecipient(s), on behalf of EPA, shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The State award official shall approve a request for an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the subrecipient(s) agree on the classification and wage rate OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 30 (including the amount designated for fringe benefits where appropriate), documentation of the action taken and the request, including the local wage determination shall be sent by the subrecipient (s) to the State award official. The State award official will transmit the request, to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210 and to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification request within 30 days of receipt and so advise the State award official or will notify the State award official within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the subrecipient(s) do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the award official shall refer the request and the local wage determination, including the views of all interested parties and the recommendation of the State award official, to the Administrator for determination. The request shall be sent to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt of the request and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii)(B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as partof the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (2) Withholding. The subrecipient(s), shall upon written request of the EPA Award Official or an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the (Agency) may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 31 .(3) Payrolls and basic records. (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section I (b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section I (b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The contractor shall submit weekly, for each week in which any contract work is performed, a copy of all payrolls to the subrecipient, that is, the entity that receives the sub-grant or loan from the State capitalization grant recipient. Such-documentation shall be available on request of the State recipient or EPA. As to each payroll copy received, the subrecipient shall provide written confirmation in a form satisfactory to the State indicating whether or not the project is in compliance with the requirements of 29 CFR 5.5(a)(1) based on the most recent payroll copies for the specified week. The payrolls shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social .security numbers and home addresses shall not be included on the weekly payrolls. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and Hour Division Web site at http://www.dol:fzov/esa/whd/forms/wh347instr.htmi or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the subrecipient(s) for transmission to the State or EPA if requested by EPA, the State, the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the subrecipient(s). (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be provided under § 5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained 1 The correct website address is as follows: http://webapps.dol.gov/libraryforms/FormsByNum.asp OREGON DEPARTMENT OF ENviRONMENTAL QUALITY PAGE 32 under § 5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and.that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the State, EPA or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency or State may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees- (i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 33 of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the. contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal. employment opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. (5) Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the EPA determines may by appropriate, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 34 (7) Contract termination; debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and Subrecipient(s), State, EPA, the U.S. Department of Labor., or the employees or their representatives. (10) Certification of eligibility. (i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 3 5 Part 2 Contract Provision for Contracts in Excess of $100,000. (a) Contract Work Hours and Safety Standards Act. The subrecipient shall insert the following clauses set forth in paragraphs (a)(1), (2), (3), and (4) of this section in full in any contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by Item 3, above or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (a)(1) of this section the contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a)(1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The subrecipient upon the request of the EPA Award Official or an authorized representative of the Department of Labor, shall withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (a)(2) of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (a)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a)(1) through (4) of this section. (b) In addition to the clauses contained in Item 3, above, in any contract subject only to the Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR 5. 1, the Subrecipient shall insert a clause requiring that the contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 36 the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the Subrecipient shall insert in any such contract a clause providing that the records to be maintained under this paragraph shall be made available by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives of the Oregon Department of Environmental Quality and the Department of Labor, and the contractor or subcontractor will permit such representatives to interview employees during working hours on the job. 5. Compliance Verification (a) The subrecipient shall periodically interview a sufficient number of employees entitled to DB prevailing. wages (covered employees) to verify that contractors or subcontractors are paying the appropriate wage rates. As provided in 29 CFR 5.6(a)(6), all interviews must be conducted in confidence. The subrecipient must use Standard Form 1445 (SF 1445) or equivalent documentation to memorialize the interviews. Copies of the SF 1445 are available from EPA on request. (b) The subrecipient shall establish and follow an interview schedule based on its assessment of the risks of noncompliance with DB posed by contractors or subcontractors and the duration of the contract or subcontract. Subrecipients must conduct more frequent interviews if the initial interviews or other information indicates that there is a risk that the contractor or subcontractor is not complying with DB. Subrecipients shall immediately conduct necessary interviews in response to an alleged violation of the prevailing wage requirements. All interviews shall be conducted in confidence. (c) The subrecipient shall periodically conduct spot checks of a representative sample of weekly payroll data to verify that contractors or subcontractors are paying the appropriate wage rates. The subrecipient shall establish and follow a spot check schedule based on its assessment of the risks of noncompliance with DB posed by contractors or subcontractors and the duration of the contract or subcontract. At a minimum, if practicable, the subrecipient should spot check payroll data within two weeks of each contractor or subcontractor's submission of its initial payroll data and two weeks prior to the completion date the contract or subcontract. Subrecipients must conduct more frequent spot checks if the initial spot check or other information indicates that there is a risk that the contractor or subcontractor is not complying with DB. In addition, during the examinations the subrecipient shall verify evidence of fringe benefit plans and payments thereunder by contractors and subcontractors who claim credit for fringe benefit contributions. (d) The subrecipient shall periodically review contractors and subcontractors use of apprentices and trainees to verify registration and certification with respect to apprenticeship and training programs approved by either the U.S Department of Labor or a state, as appropriate, and that contractors and subcontractors are not using disproportionate numbers of, laborers, trainees and apprentices. These reviews shall be conducted in accordance with the schedules for spot checks and interviews described in Item 5(b) and (c) above. (e) Subrecipients must immediately report potential violations of the DB prevailing wage requirements to the EPA DB contact listed above and to the appropriate DOL Wage and Hour District Office listed at http://www.dol.g_ov/esa/contacts/whd/america2.htm.2 2 The correct website address is as follows: http://www.dol.gov/whd/america2.htm#oregon OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 37 OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 3 8 APPENDIX F EQUAL EMPLOYMENT OPPORTUNITY During the performance of this contract the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race,'color, religion, sex or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting. officer setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. (3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. (6) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 39 (7) The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 40 APPENDIX G: CERTIFICATION REGARDING LOBBYING (Contracts in Excess of $100,000.00) The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Borrower, to any person for influencing or attempting to'influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signed Title Date Recipient OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 41 APPENDIX H: AMERICAN IRON AND STEEL ("AIS") REQUIREMENT The Contractor acknowledges to and for the benefit of the City of ("Purchaser") and the State of Oregon, acting by and through the Department of Environmental Quality (the "State") that it understands the goods and services under this Agreement are being funded with monies made available by the Clean Water State Revolving Fund that have statutory requirements commonly known as "American Iron and Steel;" that requires all of the iron and steel products used in the project to be produced in the United States ("American Iron and Steel Requirement") including iron and steel products provided by the Contactor pursuant to this Agreement. The Contractor hereby represents and warrants to and for the benefit of the Purchaser and the State that (a) the Contractor has reviewed and understands the American Iron and Steel Requirement, (b) all of the iron and steel products used in the project will be and/or have been produced in the United States in a manner that complies with the American Iron and Steel Requirement, unless a waiver of the requirement is approved, and (c) the Contractor will provide any further verified information certification or assurance of compliance with this paragraph, or information necessary to support a waiver of the American Iron and Steel Requirement, as may be requested by the Purchaser or the State. Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph by the Contractor shall permit the Purchaser or State to recover as damages against the Contractor any loss, expense, or cost (including without limitation attorney's fees) incurred by the Purchaser or State resulting from any such failure (including without limitation any impairment or loss of funding, whether in whole or in part, from the State or any damages owed to the State by the Purchaser). While the Contractor has no direct contractual privity with the State, as a lender to the Purchaser for the funding of its project, the Purchaser and the Contractor agree that the State is a third-party beneficiary and neither this paragraph (nor any other provision of this Agreement necessary to give this paragraph.force or effect) shall be amended or waived without the prior written consent of the State. OREGON DEPARTMENT OFENVIRONMENTAL QUALITY PAGE 42 APPENDIX I Information required by 2 CFR § 200.331(a)(1)3 Federal Award Identification: (i) Subrecipient name (which must match registered name in DUNS): (ii) Subrecipient's DUNS number: (iii) Federal Award Identification Number (FAIN): (iv) Federal award date: (v) Sub-award period of performance, start and end date: from to (vi) Total Amount of Federal funds obligated by this Agreement: $ (vii) Total Amount of Federal funds obligated by this initial Agreement and any amendments: (viii) Total amount of Federal award committed to the Subrecipient by the pass-through entity4: $ (ix) Federal award project description: (x) Name of Federal awarding agency, pass-through entity, and contact information for awarding official of the pass-through entity: (a) Name of Federal awarding agency: (b) Name of pass-through entity: Oregon Department of Environmental Quality (c) Contact information for awarding official of the pass-through entity: (xi) CFDA number and name: Amount: (xii) Is award R&D? (xiii) Indirect cost rate for the Federal award: % 3 For the purposes of this Appendix I, "Subrecipient" refers to the Borrower and the "pass-through entity" refers to DEQ 4 4 The total amount of Federal funds obligated to the Subrecipient by the pass-through entity is the total amount of Federal funds obligated to the Subrecipient by the pass-through entity during the current State fiscal year. CLEAN WATER STATE REVOLVING FUND LOAN AGREEMENT No. 811753 BETWEEN THE STATE OF OREGON ACTING BY AND THROUGH ITS DEPARTMENT OF ENVIRONMENTAL QUALITY AND CITY OF ASHLAND OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 2 TABLE OF CONTENTS ARTICLE 1: THE LOAN - SPECIFIC TERMS ....................................................................................3 ARTICLE 2: GENERAL LOAN PROVISIONS .......................................................................................4 ARTICLE 3: GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS ..................................7 ARTICLE 4: CONDITIONS TO LOAN ................................................................................................8 ARTICLE 5: COVENANTS OF BORROWER .......................................................................................9 ARTICLE 6: REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS RELATINGTO CONSTRUCTION PROJECTS ONLY ............................................................................13 ARTICLE 7: DISCLAIMERS BY DEQ, LIMITATIONS ON DEQ'S LIABILITY .................................16 ARTICLE 8: DEFAULT AND REMEDIES ...........................................................................................17 ARTICLE 9: DEFINITIONS ..............................................................................................................18 ARTICLE 10: NIISCELLANEOUS .....................................................................................................20 APPENDIX A: REPAYMENT SCHEDULE ..........................................................................................25 APPENDIX B: ESTIMATED CWSRF LOAN DISBURSEMENT SCHEDULE ......................................26 APPENDIX.C: DBE GOOD FAITH EFFORTS .................................................................................27 APPENDIX D: APPLICABLE FEDERAL AUTHORITIES AND LAWS ("CROSS-CUTTERS") 28 APPENDIX E: DAvis-BACON PROVISION ...............................................................29 APPENDIX F: EQUAL EMPLOYMENT OPPORTUNITY .................................................38 APPENDIX G: CERTIFICATION REGARDING. LOBBYING ..............................................40 APPENDIX H: AMERICAN IRON AND STEEL ("AIS") REQUIREMENT ...............................41 APPENDIX I: INFORMATION-REQUIRED BY 2 C.F.R. §200.331(A)(1)) ............................44 OREGON DEPARTME NT OF ENVIRONMENTAL QUALITY PAGE 3 THIS LOAN AGREEMENT ("Agreement") is made and entered into as of the date ("Effective Date") it is fully executed by both parties (and in the case of the State, approved by the Attorney General's Office, if required) and is by and between the State of Oregon, acting by and through its Department of Environmental Quality ("DEQ"), and the Borrower (as defined below). Unless the context requires otherwise, capitalized terms not defined below shall have the meanings assigned to them by ARTICLE 9 of this Loan Agreement. The reference number for the Loan made pursuant to this Loan Agreement is Loan No. R11753. DEQ agrees to make, and Borrower agrees to accept, the Loan on the terms and subject to the conditions set forth below. ARTICLE 1: THE LOAN - SPECIFIC TERMS DEQ agrees to make the Loan on the following terms and conditions: (A) BORROWER: City of Ashland (B) BORROWER's ADDRESS: 20 East Main Street Ashland, Oregon 97520 Fax 541-488-6006 (C) LOAN AMOUNT: $1,300,000 (D) TYPE AND PURPOSE OF LOAN. The Loan is a "Revenue Secured Loan" made by DEQ pursuant to OAR Section 340-054-0065(2) for the purpose of financing the Project. (E) PROJECT TITLE: Irrigation Ditch Piping. (F) DESCRIPTION OF THE PROJECT: Pipe a section of the Talent Irrigation Diistrtict canal that runs through the City. (G) INTEREST RATE: One and 00/100 percent (1.00%) per annum. This is a promotional rate that assumes completion of this project and the sponsorship project associated with loan R11752. If the Projects or any part thereof is not completed in accordance with the terms of this Agreement, the interest rate shall be Two and 14/100 percent (2.14%) per annum, retroactive to the Effective Date. Calculation of interest is also discussed in ARTICLE 2(E) and in ARTICLE 2(F)(4) of this Agreement. (II) REPAYMENT PERIOD: Ending no later than twenty (20) years after the earlier of the Completion Date or the estimated Project Completion Date set forth in ARTICLE 3(A)(10). OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 4 (I) TERMS OF REPAYMENT: An interest-only payment within six months after the estimated Project Completion Date set forth in ARTICLE 3(A)(10) and thereafter semi-annual payments of principal and interest in accordance with APPENDIX A and ARTICLE 2(F) of this Agreement. (J) PLEDGE: The Borrower hereby grants DEQ a security interest in and irrevocably pledges its Net Revenues to secure payment of and to pay the amounts due under this Loan Agreement. The Net Revenues so pledged and hereafter received by the Borrower shall immediately be subject to the lien of such pledge without physical delivery or further act, and the lien of the pledge shall be superior to all other claims and liens whatsoever, to the fullest extent permitted by ORS 287A.310. The Borrower represents and warrants that the pledge of Net Revenues hereby made by the Borrower complies with, and shall be valid and binding from the date of this Agreement pursuant to, ORS 287A.310. The Borrower covenants with DEQ and any assignee of this Agreement that except as otherwise expressly provided herein, the Borrower shall not issue any other obligations which have a pledge or lien on the Net Revenues superior to or on a parity with the pledge herein granted without the written permission of DEQ. The lien of this pledge is on a parity with the liens securing all other CWSRF loans between DEQ and the Borrower. (I) ANNUAL FEE: An annual fee of 0.5% of the Outstanding Loan Amount (as determined prior to the posting of the payment due on that date) is due during the Repayment Period commencing with the second payment date hereunder and annually thereafter. ARTICLE 2: GENERAL LOAN PROVISIONS (A) AGREEMENT OF DEQ TO LOAN. DEQ agrees to loan the Borrower an amount not to exceed the Loan Amount, subject to the terms and conditions of this Loan Agreement, but solely from funds available to DEQ in the Water Pollution Control Revolving Fund for its Clean Water State Revolving Fund program. This Loan Agreement is given as evidence of a Loan to the Borrower made by DEQ pursuant to ORS Chapters 190, 286A, 287A, and 468, and OAR Chapter . 340, all as amended from time to time, consistent with the express provisions hereof. (B) AVAILABILITY OF FUNDS. DEQ's obligation to make the Loan described in this Agreement is subject to the availability of funds in the Water Pollution Control Revolving Fund for its CWSRF program, and DEQ shall have no liability to the Borrower or any other party if such funds are not available or are not available in amounts sufficient to fund the entire Loan described herein, as determined by DEQ in the reasonable exercise of its administrative. discretion. Funds may not be available ahead of the estimated schedule of disbursements submitt ed by the Borrower, which is attached as APPENDIX B. This schedule may be revised from time to time by the parties without the necessity of an amendment by replacing the then current APPENDIX B with an updated APPENDIX B which is dated and signed by both parties. Furthermore, DEQ's obligation to make any disbursement hereunder shall terminate on June 30, 2022. (C) DISBURSEMENT OF LOAN PROCEEDS. (1) Project Account(s). Loan proceeds (as and when disbursed by DEQ to the Borrower) shall be deposited in a Project account(s). The Borrower shall maintain Project account(s) as segregated account(s). Funds in the Project account(s) shall only be OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 5 used to pay for Project costs, and all earnings on the Project account(s) shall be credited to the account(s). (2) Documentation of Expenditures. The Borrower shall provide DEQ with written evidence of materials and labor furnished to and performed upon the Project and such receipts for the payment of the same, releases, satisfactions and other signed statements and forms as DEQ may reasonably require. DEQ will disburse funds to pay Project costs only after the Borrower has provided documentation satisfactory to DEQ that such Project costs have been incurred and qualify for reimbursement hereunder. (3) Adjustments and Corrections. DEQ may at any time review and audit requests for disbursement and make adjustments for, among other things, ineligible expenditures, mathematical errors, items not built or bought, unacceptable work and other discrepancies. Nothing in this Agreement requires DEQ to pay any amount for labor or materials unless DEQ is satisfied that the claim therefor is reasonable and that the Borrower actually expended and used such labor or materials in the Project. In addition, DEQ shall not be required to make any disbursement which would cause the total of all disbursements made hereunder (including the requested disbursement) to be greater than the total estimated cost of the work completed at the time of the disbursement, as determined by DEQ. (4) Contract Retainage Disbursement. DEQ will not disburse Loan proceeds to cover contractor retainage unless the Borrower is disbursing retainage to an escrow account and provides proof of the deposit, or until the Borrower provides proof that it paid retained funds to the contractor. (D) AGREEMENT OF BORROWER TO REPAY. The Borrower agrees to repay all amounts owed on this Loan as described in ARTICLE 1(I) and ARTICLE 2(F) in U.S. Dollars in immediately available funds at the place listed for DEQ in ARTICLE 10(A). In any case, the Borrower agrees to repay all amounts owed on this Loan within the Repayment Period. (E) INTEREST. Interest will accrue at the rate specified in ARTICLE 1(G) from the date that a disbursement hereunder is mailed or delivered to the Borrower or deposited into an account of the Borrower. Interest will accrue using a 365/366 day year and actual days elapsed. (I+) LOAN REPAYMENT. (1) Preliminary Repayment Schedule; Interim Parents. The attached APPENDIX A is a preliminary repayment schedule based on the estimated date of the first disbursement hereunder and Loan Amount. Until the final repayment schedule is effective, the Borrower shall make the payments set forth in the preliminary repayment schedule. (2) Final Repayment Schedule. After the Borrower has submitted its final request for Loan proceeds and DEQ has made all required disbursements hereunder, DEQ will determine the Final Loan Amount and prepare a final payment schedule that provides for level semi-annual installment payments of principal and interest (commencing on the next semi-annual payment date), each in an amount sufficient to pay accrued interest to the date of payment and to pay so much of the principal balance as to fully amortize the then Outstanding Loan Amount over the remaining Repayment Period. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 6 (3) Crediting of Scheduled Payments. A scheduled payment received before the scheduled repayment date will be applied to interest and principal on the scheduled repayment date, rather than on the day. such payment is received. Scheduled payments will be applied first to fees due, if any, and then to interest, according to the applicable repayment schedule, and then to principal. (4) Crediting of Unscheduled Pam. All unscheduled payments, including any prepayments and partial payments, will be applied first to fees due, if any, and then to accrued unpaid interest (which will be computed as otherwise provided in this Agreement, except that interest from the last payment date will be calculated using a 365/366 day year and actual days elapsed), and then to principal. In the case of a Loan prepayment that does not prepay all of the principal of the Loan, DEQ will determine, in its sole discretion, how it will apply such Loan prepayment to the Outstanding Loan Amount. After a partial payment, DEQ may, in its sole and absolute discretion, reamortize the Outstanding Loan Amount at the same interest rate for the same number of payments to decrease the Loan payment amount; provided, however, that nothing in this Agreement requires DEQ to accept any partial payment or to reamortize the Outstanding Loan Amount if it accepts a partial payment. (5) Final Payment. The Outstanding Loan Amount, all accrued and unpaid interest, and all unpaid fees and charges due hereunder are due and payable no later than twenty (20) years after the Completion Date. (G) PREPAYMENT. (1) Optional Prepa nnent. The Borrower may prepay any amount owed on this Loan without penalty on any business day upon 24 hours prior written notice. Any prepayment made hereunder will be applied in accordance with ARTICLE 2(17)(4). (2) Refinancing of Loan by the Borrower. If the Borrower refinances the portion of the Project financed by this Loan or obtains an additional grant or loan that is intended to finance the portion of the Project financed by this.Loan, it will prepay the portion of the Loan being refinanced by the additional grant or loan. (3) Ineligible Uses of the Project. If the Borrower uses the Project for uses that are other than those described in ARTICLE 1(F) ("ineligible uses"), the Borrower shall, upon demand by DEQ, prepay an amount equal to the Outstanding Loan Amount multiplied by the percentage (as determined by DEQ) of ineligible use of the Project. Such prepayment shall be applied against the most remotely maturing principal installments and shall not postpone the due date of any payment(s) hereunder. (H) LATE PAYMENT FEE. The Borrower agrees to pay immediately upon DEQ's demand a late fee equal to five percent (5%) of any payment (including any loan fee) that is not received by DEQ on or before the tenth (10'') calendar day after such payment is due hereunder. (1) TERMINATION OF LOAN AGREEMENT. Upon performance by the Borrower of all of its obligations under this Loan Agreement, including payment in full of the Final Loan Amount, all accrued interest and all fees, charges and other amounts due hereunder, this Loan Agreement will terminate, and DEQ will release its interest in any collateral given as security under this Loan Agreement. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 7 ARTICLE 3: GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS (A) REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower represents and warrants to DEQ that: (1) It is a duly formed and existing public agency (as defined in ORS 468.423(2)) and has full power and authority to enter into this Loan Agreement. (2) This Agreement has been duly authorized and executed and delivered by an authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms. (3) All acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Agreement have existed, have happened, and have been performed in due time, form and manner as required by law. (4) Neither the execution of this Loan Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with any of the terms and conditions of this Loan Agreement will violate any provision of law, or any order of any court or other agency of government, or any agreement or other instrument to which the Borrower is now a party or by which the Borrower or any of its properties or assets is bound. Nor will this Loan Agreement be in conflict with, result in a breach of, or constitute a default under, any such agreement or other instrument, or, except as provided hereunder, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower. (5) This Loan Agreement does not create any unconstitutional indebtedness. The Loan Amount together with all of the Borrower's other obligations does not, and will not, exceed any limits prescribed by the Constitution, any of the statutes of the State of Oregon, the Borrower's charter, or any other authority. (6) The Project is a project which the Borrower may undertake pursuant to Oregon law and for which the Borrower is authorized by law to borrow money. (7) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain the Facility and the Project, other than licenses and permits relating to the Facility or the Project which the Borrower expects to and shall receive in the ordinary course of business, to carry on its activities relating thereto, to execute and deliver this Agreement, to undertake and complete the Project, and to carry out and consummate all transactions contemplated by this Agreement. (8) The information contained herein which was provided by the Borrower is true and accurate in all respects, and there is no material adverse information relating to the Project or the Loan, known to the Borrower, that has not been disclosed in writing to DEQ. (9) No litigation exists or has been threatened that would cast doubt on the enforceability of the Borrower's obligations under this Loan Agreement. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 8 (10) The estimated Completion Date of the Project is May 31, 2019. The Borrower agrees to commence the Project no later than two (2) years from the Effective Date. and complete the Project by the estimated Completion Date. (11) The estimated total Costs of the Project are 1,300,000. (12) The Borrower is in compliance with all laws, ordinances, and governmental rules and regulations to which it is subject, the failure to comply with which would materially adversely affect the ability of the Borrower to conduct its activities or undertake or complete the Project or the condition (financial or otherwise) of the Borrower or the Project. (B) CONTINUING REPRESENTATIONS OF THE BORROWER. The representations of the Borrower contained herein shall be true on the closing date for the Loan and at all times. during the term of this Agreement. (C) REPRESENTATIONS AND WARRANTIES OF DEQ. DEQ represents and warrants that the Director has power under ORS Chapter 468 and OAR Chapter 340, Division 54, to enter into the transactions contemplated by this Loan Agreement and to carry out DEQ's obligations thereunder and that the Director is authorized to execute and deliver this Loan Agreement and to make the Loan as contemplated hereby. ARTICLE 4: CONDITIONS TO LOAN (A) CONDITIONS TO CLOSING. DEQ's obligations hereunder are subject to the condition that on or prior to July 31, 2017, the Borrower will duly execute and deliver to DEQ the following items, each in form and substance satisfactory to DEQ and its counsel: (1) this Agreement duly executed and delivered by an authorized officer of the Borrower; (2) a copy of the ordinance, order or resolution of the governing body of the Borrower authorizing the execution and delivery of this Agreement, certified by an authorized officer of the Borrower; (3) Certification Regarding Lobbying, substantially in the form of APPENDIX G, duly executed and delivered by an authorized officer of the Borrower; (4) an opinion of the legal counsel to the Borrower to the effect that: (a) The Borrower has the power and authority to execute and deliver and perform its obligations under this Loan Agreement; (b) This Loan Agreement has been duly executed and acknowledged where necessary by the Borrower's authorized representative(s), all required approvals have been obtained, and all other necessary actions have been taken, so that this Loan Agreement is valid, binding, and enforceable against the Borrower in accordance with its terms, except as such enforcement is affected by bankruptcy, insolvency, moratorium, or other laws affecting creditors rights generally; OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 9 (c) To such counsel's knowledge, this Loan Agreement does not violate any other agreement, statute, court order, or law to which the Borrower is a party or by which it or any of its property or assets is bound; and (d) 'The Gross Revenues from which the Net Revenues are derived and that are used as security for the Loan will not constitute taxes that are limited by Section 1 Ib, Article XI of the Oregon Constitution; and (5) such other documents, certificates, opinions and information as DEQ or its counsel may reasonably require. (B) CONDITIONS TO DISBURSEMENTS. Notwithstanding anything in this Agreement to the contrary, DEQ shall have no obligation to make any disbursement to the Borrower under this Agreement unless: (1) No Event of Default and no event, omission or failure of a condition which would constitute an Event of Default after notice or lapse of time or both has occurred and is continuing; (2) All of the Borrower's representations and warranties in this Agreement are true and correct on the date of disbursement with the same effect as if made on such date; and (3) The Borrower submits a disbursement request to DEQ that complies with the requirements of ARTICLE 2(C); provided, however, DEQ shall be under no obligation to make any disbursement if: (x) DEQ determines, in the reasonable exercise of its administrative discretion, there is insufficient money available in the SRF and CWSRF Program for the Project; or (y) there has been a change in any applicable state or federal law, statute, rule or regulation so that the Project is no longer eligible for the Loan. ARTICLE 5: COVENANTS OF BORROWER (A) GENERAL COVENANT'S OF THE BORROWER. Until the Loan is paid in full, the Borrower covenants with DEQ that: (1) The Borrower shall use the Loan funds only for payment or reimbursement of the Costs of the Project in accordance with this Loan Agreement. The Borrower acknowledges and agrees that the Costs of the Project do NOT include any Lobbying costs or expenses incurred by Borrower or any person on behalf of Borrower and that Borrower will not request payment or reimbursement for Lobbying costs and expenses. (2) If the Loan proceeds are insufficient to pay for the Costs of the Project in full, the Borrower shall pay from its own funds and without any right of reimbursement from DEQ all such . Costs of the Project in excess of the Loan proceeds. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 10 (3) The Borrower is and will be the owner of the Facility and the Project and shall defend them against the claims and demands of all other persons at any time claiming the same or any interest therein. (4) The Borrower shall not sell, lease, transfer, or encumber or enter into any management agreement or special use agreement with respect to the Facility or any financial or fixed asset of the utility system that produces the Net Revenues without DEQ's prior written approval, which approval maybe withheld for any reason. Upon sale, transfer or encumbrance of the Facility or the Project, in whole or in part, to a private person or entity, this Loan shall be immediately due and payable in full. (5) Concurrent with the execution and delivery of this Loan Agreement, or as soon thereafter as practicable, the Borrower shall take all steps necessary to cause the Project to be completed in a timely manner in accordance. with all applicable DEQ requirements. Project construction must begin within five (5) years of the environmental determination required by OAR 340-054-0022(5)(c). Borrower shall begin using the Loan proceeds within two (2) years after execution of this Agreement, and if Borrower fails to do so, DEQ may terminate this Agreement unless Borrower requests an extension in writing and DEQ has approved such extension. (6) The Borrower shall take no action that would adversely affect the eligibility of the Project as a CWSRF project or cause a violation of any Loan covenant in this Agreement. (7) The Borrower shall undertake the Project, request disbursements under this Loan Agreement, and use the Loan proceeds in full compliance with all applicable laws and regulations of the State of Oregon, including but not limited to ORS Chapter 468 and Oregon Administrative Rules Sections 340-054-0005 to 340-054-0065, as they may be amended from time to time, and all applicable federal authorities and laws and regulations of the United States, including but not limited to Title VI of the Clean Water Act as amended by the Water Quality Act of 1987, Public Law 100-4, the federal cross-cutters listed at APPENDIX D, the equal employment opportunity provisions in APPENDIX F (which must be included in Borrower's contracts with its contractors), and the regulations of the U.S. Environmental Protection Agency, all as they may be amended from time to time. (8) The Borrower shall keep the Facility in good repair and working order at all times and operate the Facility in an efficient and economical manner. The Borrower shall provide the necessary resources for adequate operation, maintenance and replacement of the Project and retain sufficient personnel to operate the Facility. (9) Interest paid on this Loan Agreement is not excludable from gross income under Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"). However, DEQ may have funded this Loan with the proceeds of State bonds that bear interest that is excludable from gross income under Section 103(a) of the Code. Section 141 of the Code requires that the State not allow the proceeds of the State bonds to be used by private entities (including the federal government) in such a way that the State bonds would become "private activity bonds" as defined in Section 141 of the Code. To protect the State bonds the Borrower agrees that it shall not use the Loan proceeds or lease, transfer or otherwise permit the use of the Project by any private person or entity in any way that that would cause this Loan Agreement or the State bonds to be treated as "private activity bonds" under Section 141 of the Code and the regulations promulgated under that Section of the Code. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 11 (B) DEBT SERVICE COVERAGE REQUIREMENT; WASTEWATER RATE COVENANT; REPORTING. (1) Debt Service Coverage Requirement. The Borrower shall maintain wastewater rates and charge fees in connection with the operation of the Facility that are adequate to generate Net Revenues in each fiscal year sufficient to pay (i) all debt service (excluding debt service on the Loan), (ii) all other financial obligations imposed in connection with prior lien obligations of the Borrower, and (iii) an amount equal to the debt service coverage factor of 105% multiplied by the debt service payments due under this Loan Agreement in that fiscal year. (2) Wastewater Rate Adjustments. The Borrower shall review its wastewater rates and fees at least annually. If, in any fiscal year, the Borrower fails to collect fees sufficient to meet the debt service coverage requirement described in ARTICLE 5(13)(1), the Borrower shall promptly adjust its wastewater rates and fees to assure future compliance with such coverage requirement. The Borrower's adjustment of the wastewater rates and fees does not constitute a cure of any default by the Borrower of the debt service coverage requirement set forth in ARTICLE 5(13)(1). The Borrower's failure to adjust rates shall not, at the discretion of DEQ, constitute a default if the Borrower.transfers to the fund that holds the Net Revenues unencumbered resources in an amount equal to the revenue deficiency to the Facility that produces the Net Revenues. (3) Reporting Requirement. By December 31 of each year the Borrower shall provide DEQ with a report that demonstrates the Borrower's compliance with the requirements of this ARTICLE 5(B). If the audit report described in ARTICLE 5(F) identifies the Net Revenues and contains a calculation demonstrating the Borrower's satisfaction of the requirements of this ARTICLE 5(B), that audit will satisfy the requirements of this ARTICLE 5(13)(3). (C) LOAN RESERVE REQUIREMENT; LOAN RESERVE ACCOUNT. (1) Loan Reserve Requirement. The Loan reserve requirement equals one-half of the average annual debt service based on the final repayment schedule. Until the Final Loan Amount is calculated, the Loan reserve requirement is $24,469. The Borrower shall deposit the Loan reserve requirement amount into the Loan Reserve Account no later than the date the first payment is due hereunder. (2) Loan Reserve Account. The Borrower shall create a segregated Loan Reserve Account that shall be held in trust for the benefit of DEQ. The Borrower hereby grants DEQ a security interest in and irrevocably pledges amounts in the Loan Reserve Account to pay the amounts due under this Loan Agreement. The funds in Loan Reserve Account so pledged and hereafter received by the Borrower shall immediately be subject to the lien of such pledge without physical delivery or further act, and the lien of the pledge shall be superior to all other claims and liens whatsoever, to the fullest extent permitted by ORS 287A.310. The Borrower represents and warrants that the pledge of the Loan Reserve Account hereby made by the Borrower complies with, and shall be valid and binding from the date of this Agreement pursuant to, ORS 287A.310. The Borrower shall use the funds in the Loan Reserve Account solely to pay amounts due OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 12 hereunder until the principal, interest, fees, and any other amounts due hereunder have been fully paid. (3) Additional Deposits. If the balance in the Loan Reserve Account falls below the Loan reserve requirement, the Borrower shall promptly deposit from the first Net Revenues available after payment of the amounts due hereunder (unless the Borrower has previously made such deposit from other money of the Borrower) an amount sufficient to restore the balance up to the Loan reserve requirement. (D) INSURANCE. At its own expense, the Borrower shall, during the term of this Agreement, procure and maintain insurance coverage (including, but not limited to, hazard, flood and general liability insurance) adequate to protect DEQ's interest and in such amounts and against such risks as are usually insurable in connection with similar projects and as is usually carried by entities operating similar facilities. The insurance shall be with an entity which is acceptable to DEQ. The Borrower shall provide evidence of such insurance to DEQ. Self insurance maintained pursuant to a recognized municipal program of, self-insurance will satisfy this requirement. (E) INDEMNIFICATION. The Borrower shall, to the extent permitted by law and the Oregon Constitution, indemnify, save and hold the State, its officers, agents and employees harmless from and (subject to ORS Chapter 180) defend each of them against any and all claims, suits, actions, losses, damages, liabilities, cost and expenses of any nature whatsoever resulting from, arising out of or relating to the acts or omissions of the Borrower or its officers, employees, subcontractors or agents in regard to this Agreement or the Project. (F) THE BORROWER'S FINANCIAL RECORDS; FINANCIAL REPORTING REQUIREMENTS. (1) Financial Records. The Borrower shall keep proper and complete books of record and account and maintain all fiscal records related to this Agreement, the Project, and the Facility in accordance with generally accepted accounting principles, generally accepted government accounting standards, the requirements of the Governmental Accounting Standards Board, and state minimum standards for audits of municipal corporations. The Borrower must maintain separate Project accounts in accordance with generally accepted government accounting standards promulgated by the Governmental Accounting Standards Board. The Borrower will permit DEQ and the Oregon Secretary of State and their representatives to inspect its properties, and all work done, labor performed and materials furnished in and about the Project, and DEQ, the Oregon Secretary of State and the federal government and their duly authorized representatives shall have access to the Borrower's fiscal records and other books, documents, papers, plans and writings that are pertinent to this Agreement to perform examinations and audits and make excerpts and transcripts and take copies. (2) Record Retention Period. The Borrower shall retain and keep accessible files and records relating to the Project for at least six (6) years (or such longer period as may be required by applicable law) after Project completion as determined by DEQ and financial files and records until all amounts due under this Loan Agreement are fully repaid, or until the conclusion of any audit, controversy, or litigation arising out of or related to this Agreement, whichever date is later. (3) Accounting for Costs of the Project. As soon as possible, but in no event later than six (6) months following the Project Completion Date, Borrower shall provide OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 13 DEQ with a full and complete accounting of the Costs of the Project, including but not limited to documentation to support each cost element and a summary of the Costs of the Project and the sources of funding. (4) Single Audit Requirements. The CWSRF Program receives capitalization grants through the Catalog of Federal Domestic Assistance ("CFDA") No. 66.458: Capitalization Grants for State Revolving Funds and is subject to the regulations of the U.S. Environmental Protection Agency ("EPA"). Borrower is a sub-recipient (a) Subrecipients receiving federal funds in excess of $750,000 in the subrecipient's fiscal year are subject to audit conducted in accordance with the provisions of 2 CFR part 200, subpart F. The Borrower, if subject to this requirement, shall at its own expense submit to DEQ a copy of, or electronic link to, its annual audit subject to this requirement covering the funds expended under this Agreement and shall submit or cause to be submitted to DEQ the annual audit of any subrecipient's), contractor(s), or subcontractor(s) of the Borrower responsible for the financial management of funds received under this Agreement. (b) Audit costs for audits not required in accordance with 2 CFR part 200, subpartF are unallowable. If the Borrower did not expend $750,000 or more in Federal funds in its fiscal year, but contracted with a certified public accountant to perform an audit, costs for performance of that audit shall not be charged to the funds received under this Agreement. (c) The Borrower shall save, protect and hold harmless DEQ from the cost of any audits or special investigations performed by the Federal awarding agency or any federal agency with respect to the funds expended under this Agreement. The Borrower acknowledges and agrees that any audit costs incurred by the Borrower as a result of allegations of fraud, waste or abuse are ineligible for reimbursement under this or any other agreement between the Borrower and the State of Oregon. (G) DBE GOOD FAITH EFFORT. Pursuant to the good faith efforts described in APPENDIX C, the Borrower shall make a good faith effort to promote fair share awards to Minority Business Enterprises ("MBE"), Women's Business Enterprises ("WBE"), and Small Businesses in Rural Areas ("SBRA") on all contracts and subcontracts awarded as part of the Project. The Borrower agrees to include, in its contract(s) with its prime contractor(s), the following language, which must not be altered in any way: "The contractor shall not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The contractor shall carry out applicable requirements of 40 CFR part 33 in the award and administration of contracts awarded under EPA financial assistance agreements. Failure by the contractor to carry out these requirements is a material breach of this contract which may result in the termination of this contract or other legally available remedies." The Borrower also agrees to include, in its contract(s) with its prime contractor(s), and shall cause each contract awarded by its prime contractor(s) to include, language to the following effect (the exact language may vary): (1) A prime contractor must pay its subcontractor(s) no more than 30 days from the prime contractor's receipt of payment from the Borrower. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 14 (2) The Borrower must be notified in writing by its prime contractor prior to any termination of a DBE subcontractor for convenience by the prime contractor. (3) If a DBE subcontractor fails to complete work under the subcontract for any reason, the prime contractor must employ the Six Good Faith Efforts as described in 40 C.F.R. 33.301 if soliciting a replacement subcontractor. . (4) A prime contractor must employ the Six Good Faith Efforts even if the prime contractor has achieved its Fair Share Objectives under Subpart D of 40 C.F.R. Part 33. (I) CONTRACT LANGUAGE. The Borrower shall include in all contracts (unless exempt) with its prime contractor(s) the language set forth in APPENDix F. Further, the Borrower agrees to fully comply with Subpart C of 2 C.F.R. 180 and Subpart C of 2 C.F.R. 1532 regarding debarment and suspension and agrees to include or cause to be included in any contract at any tier the requirement that a-contractor comply with Subpart C of 2 C.F.R. 180 and Subpart C of 2 C.F.R. 1532 if the contract is expected to equal or exceed $25,000. (I) PROJECT ASSURANCES. Nothing in this Loan Agreement prohibits the Borrower from requiring more assurances, guarantees, indemnity or other contractual requirements from any .party performing Project work. ARTICLE 6: REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS RELATING TO CONSTRUCTION PROJECTS ONLY (A) THE BORROWER'S REPRESENTATION AND WARRANTY REGARDING COSTS ALREADY INCURRED. (1) The Borrower represents and warrants to DEQ that, as of the date of this Loan Agreement, the Costs of the Project actually incurred by the Borrower for construction, do not exceed -zero- (2) The Borrower acknowledges that DEQ is relying upon the Borrower's representation regarding the amount of Costs of the Project incurred by the Borrower for construction prior to the date of this Loan Agreement as set forth in ARTICLE 6(A)(1) above to determine what portion of the Loan qualifies as a "refinancing" under the EPA's Clean Water State Revolving Fund regulations, 40 C.F.R. Part 35, that may be disbursed on a reimbursement basis. (B) CONDITION TO DISBURSEMENTS. DEQ's obligation to make disbursements hereunder is further conditioned on the following: (1) The Borrower's plans, specifications and related documents for the Project shall be reviewed and approved by DEQ, as required by OAR Chapter 340, Division 054. (2) The Borrower has submitted documentation satisfactory to DEQ that the disbursement is for work that complies with plans, specifications, change orders and addenda approved by DEQ, in accordance with OAR Chapter 340, Division 054. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 15 (3) The. Borrower has submitted a copy of the awarded contract and bid documents (including a tabulation of all bids received) to DEQ for the portion of the Project costs that will be funded with the disbursement. (C) GENERAL PROVISIONS. The Borrower covenants with DEQ that: (1) Construction Manual. Unless stated otherwise in this Agreement, the Borrower shall comply with the requirements set forth in the Manual as in effect from time to time. DEQ will provide the Borrower with a copy of the Manual upon request. (2) Plans and Specifications. The Borrower shall obtain DEQ's review and approval of the Borrower's plans, specifications, and related documents for the Project, as required by OAR Chapter 340, Division 054, prior to any disbursement of Loan proceeds hereunder. (3) Change Orders. The Borrower shall submit all change orders to DEQ. The Borrower must submit prior to its execution any change order that exceeds $100,000 or will alter Project performance. The Borrower shall not use any Loan proceeds to pay for costs of any change order that DEQ has not approved in writing. This ARTICLE 6(C)(3) shall not prevent the Borrower from using funds other than Loan proceeds to pay for a change order before DEQ approves it, but the Borrower bears the risk that DEQ will not approve the change order. (4) Inspections; Reports. The Borrower shall provide inspection reports during the construction of the Project as required by DEQ to ensure that the Project complies with approved plans and specifications. Qualified inspectors shall conduct these inspections under the direction of a registered civil, mechanical or electrical engineer, whichever is appropriate. DEQ or its representative(s) may enter property owned or controlled by the Borrower to conduct interim inspections and require progress reports sufficient to determine compliance with approved plans and specifications and with the Loan Agreement, as appropriate. (5) Asbestos and Other Hazardous Materials. The Borrower shall ensure that only persons trained and qualified for removal of asbestos or other Hazardous Materials will remove any asbestos or Hazardous Materials, respectively, which may be part of this Project. (6) Operation and Maintenance Manual. The Borrower shall submit to DEQ a draft Facility operation and maintenance manual before the Project is fifty percent (50%) complete. The Borrower shall submit to DEQ a final Facility operation and maintenance manual that meets DEQ's approval before the Project is ninety percent (901/o) complete. (7) Project Performance Certification. The Borrower shall submit to DEQ draft performance standards before the Project is fifty percent (50%) complete. The Borrower shall submit to DEQ final performance standards that meet DEQ's approval before the Project is ninety percent (90%) complete. The Borrower shall submit to DEQ the following done in accordance with the Manual: (i) no later than 10.5 months after the Initiation of Operation (as that term is defined in OAR 340-054-0010(26)), a performance evaluation report based on the approved performance standards; (ii) within one year after the Project's Initiation of Operation, Project performance certification statement; and (iii) within two (2) OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 16 months of submission of such Project performance certification statement, a corrective action plan for any Project deficiencies noted in said statement. (8) Alterations After Completion. The Borrower shall not materially alter the design or structural character of the Project after completing the Project without DEQ's written approval. (9) Project Initiation of Operations. (a) The Borrower shall notify DEQ of the Initiation of Operation no more than thirty (30) days after the actual Project Completion Date. (b) If the Project is completed, or is completed except for minor items, and the Project is operable, but DEQ has not received a notice of Initiation of Operation from the Borrower, DEQ may assign an Initiation of Operation date. (D) PROVISION APPLICABLE TO CONTRACTS AND SUBCONTRACTS AWARDED FOR THE PROJECT (1) Davis-Bacon Requirements. All contracts and subcontracts awarded as part of the Project shall comply with (1) the wage requirements of the Davis-Bacon Act, as amended, 40 U.S.C. §§3141 to 3144, 3146 and 3147 (2002), and (2) the requirements of the Prevailing Wage Rates for Public Works Projects in Oregon established under ORS 279C.800 through 279C.870 and OAR 839-025-0000 through 839-025-0540. The Borrower agrees that it will insert into any contract in excess of $2,000 for construction, and will cause its subcontractors to insert in any sub-contract in excess of $2,000 for construction, the Davis-Bacon language set forth in Part 1 of APPENDIX E and Part 2 of APPENDIX E as applicable. (2) Retainage. The Borrower shall require a five percent (5%) retainage in all of its contracts related to the Project for an amount greater than One Hundred Thousand Dollars ($100,000). (E) AMERICAN IRON AND STEEL The Borrower shall: (1) Comply with all federal requirements applicable to the Loan (including those imposed by the Consolidated Appropriations Act, 2014, P.L. 113-76 ("CAA"), and related CWSRF Policy Guidelines) which the Borrower understands includes, among other, requirements that all of the iron and steel products used in the Project are to be produced in the United States ("American Iron and Steel Requirement") unless (i) the Borrower has requested and obtained a waiver from the EPA pertaining to the Project or (ii) DE has otherwise advised the Borrower in writing that the American Iron and Steel . Requirement is not applicable to the Project. (2) Comply with all record keeping and reporting requirements under the Clean Water Act, 33 U.S.C. 1251 et seg. (1972) ("Clean Water Act"), including any reports required by a Federal agency or DEQ such as performance indicators of program deliverables, information on costs and Project progress. The Borrower understands that OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 17 (i) each contract and subcontract related to the Project is subject to audit by appropriate federal and state entities and (ii) failure to comply with the Clean Water Act and this Agreement may be a default hereunder that results in a repayment of the Loan in advance of the maturity thereof and/or other remedial actions. (3) Include in all contracts for the Project the language set forth in APPENDIX H. All contracts and subcontracts of Borrower for the Project must have a provision requiring compliance with the American Iron and Steel Requirement. APPENDIX H is an example provided by the EPA of what could be included in all contracts in projects that use CWSRF funds. Neither the EPA nor DEQ makes any claims regarding the legality of this clause with respect to state or local law. ARTICLE 7: DISCLAIMERS BY DEQ; LIMITATION OF DEQ's LIABILITY (A) DISCLAIMER OF ANY WARRANTY. DEQ EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE PROJECT, THE QUALITY OF MATERIALS SUPPLIED TO AND THAT BECOME A PART OF THE PROJECT, THE QUALITY OF THE WORKMANSHIP PERFORMED UPON THE PROJECT, OR THE EXTENT AND STAGE OF COMPLETION OF THE PROJECT. No such warranty or guarantee shall be implied by virtue of any inspection or disbursement made by DEQ. Any inspection done by DEQ shall be for its sole benefit. (B) DISCLAIMER OF LIABILITY OF DEQ. DEQ EXPRESSLY DISCLAIMS LIABILITY OF ANY KIND OR CHARACTER WHATSOEVER FOR PAYMENT OF LABOR OR MATERIALS OR OTHERWISE IN CONNECTION WITH THE COMPLETION OF THE PROJECT OR CONTRACTS ENTERED INTO BY THE BORROWER WITH THIRD PARTIES FOR THE COMPLETION OF THE PROJECT. All Project costs of labor, materials and construction, including any indirect costs, shall be the responsibility of and shall be paid by the Borrower. (C) NONLIABILITY OF STATE. (1) The State and its officers, agents and employees shall not be liable to the Borrower or to any other party for any death, injury, damage, or loss that may result to any person or property by or from any cause whatsoever, arising out of any defects in the plans, design drawings and specifications for the Project, any agreements or documents between the Borrower and third parties related to the Project or any activities related to the Project. DEQ shall not be responsible for verifying cost-effectiveness of the Project, doing cost comparisons or reviewing or monitoring compliance by the Borrower or any other party with state procurement laws and regulations. (2) The Borrower hereby expressly releases and discharges DEQ, its officers, agents and employees from all liabilities, obligations and claims arising out of the Project work or under the Loan, subject only to exceptions previously agreed upon in writing by the parties. (3) Any findings by DEQ concerning the Project and any inspections or analyses of the Project by DEQ are for determining eligibility for the Loan and disbursement of Loan OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 18 proceeds only. Such findings do not constitute an endorsement of the feasibility of the Project or its components or an assurance of any kind for any other purpose. (4) Review and approval of Facilities plans, design drawings and specifications or other documents by or for DEQ does not relieve the Borrower of its responsibility to properly plan, design, build and effectively operate and maintain the Facility as required by law, regulations, permits and good management practices. ARTICLE 8: DEFAULT AND REMEDIES (A) EVENTS OF DEFAULT. The occurrence of one or more of the following events constitutes an event of default ("Event of Default"), whether occurring voluntarily or involuntarily, by operation of law or pursuant to any order of any court or governmental agency: (1) The Borrower fails to make any Loan payment within thirty (30) days after the payment is scheduled to be made according to the repayment schedule; (2) Any representation or warranty made by the Borrower hereunder was untrue in any material respect as of the date it was made; (3) The Borrower becomes insolvent or admits in writing an inability to pay its debts as they mature or applies for, consents to, or acquiesces in the appointment of a trustee or receiver for the Borrower or a substantial part of its property; or in the absence of such application, consent, or acquiescence, a trustee or receiver is appointed for the Borrower or a substantial part of its property and is not discharged within sixty (60) days; or any bankruptcy, reorganization, debt arrangement or moratorium or any dissolution or liquidation proceeding is instituted by or against the Borrower and, if instituted against the Borrower, is consented to or acquiesced in by the Borrower or is not dismissed within twenty (20) days; (4) As a result of any changes in the United States Constitution or the Oregon Constitution or as a result of any legislative, judicial, or administrative action, any part of this Loan Agreement becomes void, unenforceable or impossible to perform in accordance with the intent and purposes of the parties hereto or is declared unlawful; (5) The Borrower defaults in the performance or observance of any covenants or agreements contained in any loan documents between itself and any lender or lenders, and the default remains uncured upon the expiration of any cure period provided by said loan documents; or (6) The Borrower fails to cure non-compliance in any material respect with any other covenant, condition, or agreement of the Borrower hereunder, other than as set forth in (1) through (5) above within a period of thirty (30) days after DEQ provides notice of the noncompliance. (B) REMEDIES. If DEQ determines that an Event of Default has occurred, DEQ may, without further notice: (1) Declare the Outstanding Loan Amount plus any unpaid accrued interest, fees and any other amounts due hereunder immediately due and payable; OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 19 (2) Cease making disbursement of Loan proceeds or make some disbursements of Loan proceeds and withhold or refuse to make other disbursements; (3) Appoint a receiver, at the Borrower's expense, to operate the Facility that produces the pledged revenues and collect the Gross Revenues; (4) Set and collect utility rates and charges; (5) Pay, compromise or settle any liens on the Facility or the Project or pay other sums required to be paid by the Borrower in connection with the Project, at DEQ's discretion, using the Loan proceeds and such additional money as may be required. If DEQ pays any encumbrance, lien, claim, or demand, it shall be subrogated, to the extent of the amount of such payment, to all the rights, powers, privileges, and remedies of the holder of the encumbrance, lien, claim, or demand, as the case may be. Any such subrogation rights shall be additional cumulative security for the amounts due under this Loan Agreement; (6) . Direct the State Treasurer to withhold any amounts otherwise due to the Borrower from the State of Oregon and, to the extent permitted by law, direct that such funds be applied to the amounts due DEQ under this Loan Agreement and be deposited into the SRF; and (7) Pursue any other legal or equitable remedy it may have. ARTICLE 9: DEFINITIONS (A) "BORROWER" means the public agency (as defined in ORS 468.423(2)) shown as the "Borrower" in Article 1(A) of this Agreement. 03) "COMPLETION DATE" means the date on which the Project is completed. If the Project is a planning project, the Completion Date is the date on which DEQ accepts the planning project. If the Project is a design project, the Completion Date is the date on which the design project is ready for the contractor bid process. If the Project is a construction project, the Completion Date is the date on which the construction project is substantially complete and ready for Initiation of Operation. (C) "COSTS OF THE PROJECT" means expenditures approved by DEQ that are necessary to construct the Project in compliance with DEQ's requirements and may include but are not limited to the following items: (1) Cost of labor and materials and all costs the Borrower is required to pay under the terms of any contract for the design, acquisition, construction or installation of the Project; (2) Engineering fees for the design and construction of the Project. (3) The costs of surety bonds and insurance of all kinds that may be required or necessary during the course of completion of the Project; OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 20 (4) The legal, financing and administrative costs of obtaining the Loan and completing the Project; and (5) Any other costs approved in writing by DEQ. (D) "CWSRF PROGRAM" or "CWSRF" means the Clean Water State Revolving Fund Loan Program, a loan program administered by DEQ under ORS 468.423 to 468.440. (E) "DEQ" means the Oregon Department of Environmental Quality. (F) "DIRECTOR" means the Director of DEQ or the Director's authorized representative. (G) "FACILITY" means all property owned or used by the Borrower to provide wastewater collection, treatment and disposal services, of which the Project is a part. (H) "FINAL LOAN AMOUNT" means the total of all Loan proceeds disbursed to the Borrower under the Loan Agreement, determined on the date on which the Borrower indicates that no further Loan funds will be requested, all eligible expenditures have been reimbursed from the Loan proceeds, or all Loan proceeds have been disbursed hereunder, whichever occurs first. (n "GROSS REVENUES" means all fees and charges resulting from operation of the Facility and any interest earnings thereon; provided however, Gross Revenues does not include: the proceeds of any grants; the proceeds of any borrowings for capital improvements; the proceeds of any liability insurance; or the proceeds of any casualty insurance which the Borrower intends to and does utilize for repair or replacement of the Facility or a part thereof. (J) "HAZARDOUS MATERIALS" means and includes flammable explosives, radioactive materials, asbestos and substances defined as hazardous materials, hazardous substances or hazardous wastes in the Comprehensive Environmental Response, Compensation, and Liability Act, as amended by the Superfund Amendments and Reauthorization Act (42 U.S.C. Section 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et seq.), and regulations promulgated thereunder. (I) "LOAN" means the loan made pursuant to this Loan Agreement. (L) "LOAN AGREEMENT" or "AGREEMENT" means this loan agreement and its exhibits, appendices, schedules and attachments (which are by this reference incorporated herein), and any amendments thereto. (M) "LOAN AMOUNT" means the maximum amount DEQ agrees to loan the Borrower hereunder. (N) "LOAN RESERVE ACCOUNT" means the account described in ARTICLE 5(c)(2). "LOBBYING" means influencing or attempting to influence a member, officer or employee of a governmental agency or legislature in connection with the awarding of a government contract, the making of a government grant or loan or the entering into of a cooperative agreement with such governmental entity or the extension, continuation, renewal, amendment or modification of any of the above. (OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 21 (P) "MANUAL" means the CWSRF Manual for Construction Projects. (Q) "NET REVENUES" means the Gross Revenues less the Operating Expenses for the Facility. (R) "OPERATING EXPENSES" means all direct and indirect expenses incurred for operation, maintenance and repair of the Facility, including but is not limited to administrative expenses, legal, financial and accounting expenses, insurance premiums, claims (to the extent that monies are not available from insurance proceeds), taxes, engineering expenses relating to operation and maintenance, payments and reserves for pension, retirement, health, hospitalization, and sick leave benefits, and any other similar expenses to be paid to the extent properly and directly attributable to operations of the Facility. Operating expenses include an appropriate amount for reserves for repair and replacement of the Facility based on the expected life of the collection, treatment and disposal facilities. (S) "OUTSTANDING LOAN AMOUNT" means, as of any date, the sum of all disbursements to the Borrower hereunder less the sum of all Loan principal payments received by DEQ. (T) "PROJECT" means the facilities, activities or documents described in ARTICLE 1(E) and (F). ([T) "REPAYMENT PERIOD" means the repayment period ending on the date specified in ARTICLE 1(H) which date shall not in any event be later than twenty (20) years after the Completion Date. (V) "SRF" means the Water Pollution Control Revolving Fund established under ORS 468.427, also known as the State Revolving Fund. (W) "STATE" means the State of Oregon. ARTICLE 10: MISCELLANEOUS NOTICES. All notices, payments, statements, demands, requests or other communications under this Loan Agreement by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered by personal delivery, by certified mail, return receipt requested, or by facsimile transmission, and, if to the Borrower, delivered, addressed or transmitted to the location or number listed in ARTICLE 1(B), and if to DEQ, delivered, addressed or transmitted to: Clean Water State Revolving Fund Loan Program Water Quality Division Department of Environmental Quality 700 NE Multnomah Street Portland, Oregon 97235 Fax (503) 229-6037 or to such other addresses or numbers as the parties may from time to time designate. Any notice or other communication so addressed and mailed shall be deemed to be given five (5) days after mailing. Any notice or other communication delivered by facsimile. shall be deemed to be given OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 22 when receipt of the transmission is generated by the transmitting machine. To be effective against DEQ, such facsimile transmission must be confirmed by telephone notice to DEQ's CWSRF Program Coordinator. Any notice or other communication by personal delivery shall be deemed to be given when actually delivered. (A) WAIVERS AND RESERVATION OF RIGHTS. (1) DEQ's waiver of any breach by the Borrower of any term, covenant or condition of this Loan Agreement shall not operate as a waiver of any subsequent breach of the same or breach of any other term, covenant, or condition of this Loan Agreement. DEQ may pursue any of its remedies hereunder concurrently or consecutively without being deemed to have waived its right to pursue any other remedy. (2) Nothing in this Loan Agreement affects DEQ's right to take remedial action, including, but not limited to, administrative enforcement action and action for breach of contract against the Borrower, if the Borrower fails to carry out its obligations under this Loan Agreement. (C) TIME IS OF THE ESSENCE. The Borrower agrees that time is of the essence under this Loan Agreement. (D) RELATIONSHIP OF PARTIES. The parties agree and acknowledge that their relationship is that of independent contracting parties, and neither party hereto shall be deemed an agent, partner, joint venturer or related entity of the other by reason of this Loan Agreement. (E) No Third Party Beneficiaries. DEQ and the Borrower are the only parties to this Loan Agreement and are the only parties entitled to enforce the terms of this Loan Agreement. Nothing in this Loan Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right not held by or made generally available to the public, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Loan Agreement. Any inspections, audits, reports or other assurances done or obtained, or approvals or consents given, by DEQ are for its benefit only for the purposes of administering this Loan and the CWSRF Program. (F) ASSIGNMENT. DEQ shall have the right to transfer the Loan or any part thereof, or assign any or all of its rights under this Loan Agreement, at any time after execution of this Loan Agreement upon written notice to the Borrower. Provisions of this Loan Agreement shall inure to the benefit of DEQ's successors and assigns. This Loan Agreement or any interest therein may be assigned or transferred by the. Borrower only with DEQ's prior written approval (which consent may be withheld for any reason), and any assignment or transfer by the Borrower in contravention of this ARTICLE I O(F) shall be null and void. (G) DEQ NOT REQUIRED To ACT. Nothing contained in this Loan Agreement requires DEQ to incur any expense or to take any action hereunder in regards to the Project. (H) I+URTHERASSURANCES. The Borrower and DEQ agree to execute and deliver any written instruments necessary to carry out any agreement, term, condition or assurance in this Loan Agreement whenever a party makes a reasonable request to the other parry for such instruments. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 23 (I) VALIDITY AND SEVERABILITY; SURVIVAL. If any part, teen, or provision of this Loan Agreement or of any other Loan document shall be held by a court of competent jurisdiction to be void, voidable, or unenforceable by either party, the validity of the remaining portions, terms and provisions shall not be affected, and all such remaining portions, terms and provisions shall remain in full force and effect. Any provision of this Agreement which by its nature or terms is intended to survive termination, including but not limited to ARTICLE 5(E), shall survive termination of this Agreement. (J) NO CONSTRUCTION AGAINST DRAFTER. Both parties acknowledge that they are each represented by and have sought the advice of counsel in connection with this Loan Agreement and the transactions contemplated hereby and have read and understand the terms of this Loan Agreement. The terms of this Loan Agreement shall not be construed against either party as the drafter hereof. (K) HEADINGS. All headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Loan Agreement. (L) ATTORNEYS' FEES AND EXPENSES. In any action or suit to enforce any right or remedy under this Agreement, the prevailing parry shall be entitled to recover its reasonable attorneys' fees and costs, to the extent permitted by law. (M) CHOICE OF LAW; DESIGNATION OF FORUM; FEDERAL FORUM. (1) The laws of the State of Oregon (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance, and enforcement. (2) Any party bringing a legal action or proceeding against any other party arising out of or relating to this Agreement shall bring the legal action or proceeding in the Circuit Court of the State of Oregon for Marion County (unless Oregon law requires that it be brought and conducted in another county). Each party hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and waives any claim that such forum is an, inconvenient forum. (3) Notwithstanding ARTICLE I O(M)(2), if a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for the District of Oregon. This ARTICLE 10(M)(3) applies to a claim brought against the State of Oregon only to the extent Congress has appropriately abrogated the State of Oregon's sovereign immunity and is not consent by the State of Oregon to be sued in federal court. This ARTICLE IO(M)(3) is also not a waiver by the State of Oregon of any form of defense or immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. (N) COUNTERPARTS. This Loan Agreement may be executed in any number of counterparts, each of which is deemed to be an original, but all together constitute but one and the same instrument. ENTIRE AGREEMENT; AMENDMENTS. This Loan Agreement, including all appendices and attachments that are by this reference incorporated herein, constitutes the entire agreement between the Borrower and DEQ on the subject matter hereof, and it shall be binding on the parties thereto when executed by all the parties and when all approvals required to be obtained OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 24 by DEQ have been obtained. This Loan Agreement, including all related Loan documents and instruments, may not be amended, changed, modified, or altered without the written consent of the parties. CITY OF ASHLAND By: Authorized Officer Date Typed Name: Title: STATE OF OREGON ACTING BY AND THROUGH ITS DEPARTMENT OF ENVIRONMENTAL QUALITY By: Lydia Emer, Operations Division Administrator Date OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 25 APPENDIX A: REPAYMENT SCHEDULE Due PAYMENT Principal Date Pmt# Principal Interest Fees Total Balance 1,300.,000 8/1/2020 1 0 34,059 0 34,059 1,300,000 2/1/2021 2 30,272 6,500 6,500 43,272 1,269,728 8/1/2021 3 30,423 6,349 0 36,772 1,239,305 2/1/2022 4 30,575 6,197 6,197 42,969 1,208,730 8/1/2022 5 30,728 6,044 0 36,772 1,178,002 2/1/2023 6 30,882 5,890 5,890 42,662 1,147,120 8/1/2023 7 31,036 5,736 0 36,772 1,116,084 2/1/2024 8 31,192 5,580 5,580 42,352 1,084,892 8/1/2024 9 31,348 5,424 0 36,772 1,053,544 2/1/2025 10 31,504 5,268 5,268 42,040 1,022,040 8/1/2025 11 31,662 5,110 0 36,772 990,378 2/1/2026 12 31,820 4,952 4,952 41,724 958,558 8/1/2026 13 31,979 4,793 0 36,772 926,579 2/1/2027 14 32,139 4,633 4,633 41,405 894,440 8/1/2027 15 32,300 4,472 0 36,772 862,140 2/1/2028 16 32,461 4,311 4,311 41,083 829,679 8/1/2028 17 32,624 4,148 0 36,772 797,055 2/1/2029 18 32,787 3,985 3,985 40,757 764,268 8/1/2029 19 32,951 3,821 0 36,772 731,317 2/1/2030 20 33,115 3,657 3,657 40,429 698,202 8/1/2030 21 33,281 3,491 0 36,772 664,921 2/1/2031 22 33,447 3,325 3,325 40,097 631,474 8/1/2031 23 33,615 3,157 0 36,772 597,859 2/1/2032 24 33,783 2,989 2,989 39,761 564,076 8/1/2032 25 33,952 2,820 0 36,772 530,124 2/1/2033 26 34,121 2,651 2,651 39,423 496,003 8/1/2033 27 34,292 2,480 0 36,772 461,711 2/1/2034 28 34,463 2,309 2,309 39,081 427,248 8/1/2034 29 34,636 2,136 0 36,772 392,612 2/1/2035 30 34,809 1,963 1,963 38,735 357,803 8/1/2035 31 34,983 1,789 0 36,772 322,820 2/1/2036 32 35,158 1,614 1,614 38,386 287,662 8/1/2036 33 35,334 1,438 0 36,772 252,328 2/1/2037 34 35,510 1,262 1,262 38,034 216,818 8/1/2037 35 35,688 1,084 0 36,772 181,130 2/1/2038 36 35,866 906 .906 37,678 145,264 8/1/2038 37 36,046 726 0 36,772 109,218 2/1/2039 38 36,226 546 546 37,318 72,992 8/1/2039 39 36,407 365 0 36,772 36,585 2/1/2040 40 36,585 183 183 36,951 0 TOTALS 1,300,000 168,163 68,721 1,536,884 OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 26 APPENDIX B: ESTIMATED CWSRF LOAN DISBURSEMENT SCHEDULE Loan funds are expected to be available based on the following Project schedule: 1 130,000 8/1/2017 2 130,000 9/1/2017 3 130,000 10/1/2017 4 130,000 11/1/2017 5 130,000 12/1/2017 6 130,000 111/2018 7 130,000 2/1/2018 8 130,000 3/1/2018 9 130,000 4/1/2018 10 130,000 5/1/2018 OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 27 APPENDIX C: DBE GOOD FAITH EFFORTS At a minimum the Borrower or its prime contractor must take six affirmative steps (which apply to any procurement of construction, supplies, equipment or services) to demonstrate good faith effort to utilize minority (MBE), women-owned (WBE) and small (SBE) businesses. The six steps are: 1) To include qualified small, minority and women's businesses on solicitation lists; 2) To assure that small, minority, women's businesses are solicited whenever they are potential sources; 3) To divide total requirements, whenever economically feasible, into smaller tasks or quantities to permit maximum participation by small, minority or women's businesses; 4) To establish delivery schedules whenever the requirements of the work permit, which will encourage participation by small, minority and women's businesses; 5) To use the services and assistance of the Small Business Administration (http://pro-net.sba.gov) and the Office of Minority Business Enterprise of the U.S. Department of Commerce (http://www.mbda.gov) to identify appropriate small, minority and women businesses; and 6) To require subcontractors to take all of the affirmative action steps described above and set forth in 40 CFR 35.3145(d) in any contract awards or procurements. The Borrower shall, and shall cause its contractors to, document compliance with the above requirements on forms found at Tab 6 of the Manual.for Construction Projects. Additional resources available to recipients and contractors include the following: EPA Office of Small and Disadvantaged Business Utilization: Phone: 206 - 553 - 2931 Web Site: www.el2a.gov/osdbu Oregon Office of Minority, Women and Emerging Small Business. 350 Winter Street N.E., Room 300 Salem, OR 97301-3878 Phone: 503 - 947 - 7922 Web Site: www.cbs.state.orms/omwesb OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 28 APPENDIX D: APPLICABLE FEDERAL AUTHORITIES AND LAWS ("CROSS-CUTTERS") ENviRoNMENTAL LEGISLATION: Archaeological and Historic Preservation Act of 1974, PL 93-291. Clean Air Act, 42 U.S.C. 7506(c). Coastal Barrier Resources Act, 16 U.S.C. 3501, et seq. Coastal Zone Management Act of 1972, PL 92-583, as amended. Endangered Species Act 16 U.S.C. 1531, et seq. Executive Order 11593, Protection and Enhancement of the Cultural Environment. Executive Order 11988, Floodplain Management. Executive Order 11990, Protection of Wetlands. Farmland Protection Policy Act, 7 U.S.C. 4201, et seq. Fish and Wildlife Coordination Act, PL 85-624, as amended. National Historic Preservation Act of 1966, PL 89-665,as amended. Safe Drinking Water Act, Section 1424(e), PL 92-523, as amended. Wild and Scenic Rivers Act, PL 90-542, as amended. Federal Water Pollution Control Act Amendments of 1972, PL 92-500. ECONOMIC LEGISLATION: Demonstration Cities and Metropolitan Development Act of 1966, PL 89-754, as amended. Section 306 of the Clean Air Act and Section 508 of the Clean Water Act, including Executive Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants or Loans. SOCIAL LEGISLATION: The Age Discrimination Act of 1975, Pub. L. No. 94-135, 89 Stat. 713, 42 U.S.C. §6102 (1994). Civil Rights Act of 1964, Pub. L. No. 88-352, 78 Stat. 252, 42 U.S.C. §2000d (1988). Section 13 of PL 92-500; Prohibition against Sex Discrimination under the Federal Water Pollution Control Act. Rehabilitation Act of 1973, Pub. L. No. 93-1123, 87 Stat. 355, 29 U.S.C. §794 (1988), including Executive Orders 11914 and 11250). Executive Order 12898, Environmental Justice in Minority Populations Exec. Order No. 11,246, 30 F.R. 12319 (1965), as amended by Exec. Order No. 11,375, 32 F.R. 14303 (1967), reprinted in 42 U.S.C. §2000e (1994), and its regulations at 41 C.F.R. §§60- 1.1 to 60-999.1. MISCELLANEOUS AUTHORITY: Uniform Relocation and Real Property Acquisition Policies Act of 1970, PL 92-646: Executive Order 12549 and 40 CFR Part 32, Debarment and Suspension. Disclosure of Lobbying Activities, Section 1352, Title 31, U.S. Code. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 29 APPENDIX )E: DAVIs-BACON PROVISION Part 1 (1) Minimum wages. (i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in § 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis- Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. Subrecipients may obtain wage determinations from the U.S. Department of Labor's web site, www.dol.gov. (ii)(A) The subrecipient(s), on behalf of EPA, shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination.. The State award official shall approve a request for an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the subrecipient(s) agree on the classification and wage rate OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE-30 (including the amount designated for fringe benefits where appropriate), documentation of the action taken and the request, including the local wage determination shall be sent by the subrecipient (s) to the State award official. The State award official will transmit the request, to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210 and to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification request within 30 days of receipt and so advise the State award official or will notify the State award official within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the subrecipient(s) do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the award official shall refer the request and the local wage determination, including the views of all interested parties and the recommendation of the State award official, to the Administrator for determination. The request shall be sent to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt of the request and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii)(B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (2) Withholding. The subrecipient(s), shall upon written request of the EPA Award Official or an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the (Agency) may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 31 (3) Payrolls and basic records. (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The contractor shall submit weekly, for each.week in which any contract work is performed, a copy of all payrolls to the subrecipient, that is, the entity that receives the sub-grant or loan from the State capitalization grant recipient. Such documentation shall be available on request of the State recipient or EPA. As to each payroll copy received, the subrecipient shall provide written confirmation in a form satisfactory to the State indicating whether or not the project is in compliance with the requirements of 29 CFR 5.5(a)(1) based on the most recent payroll copies for the specified week. The payrolls shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on the weekly payrolls. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from-the Wage and Hour Division Web site at http://www.dol.gov/esa/whd/forms/wh347instr.htmi or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the subrecipient(s) for transmission to the State or EPA if requested by EPA, the State, the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the subrecipient(s). (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be provided under § 5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained 1 The correct website address is as follows: http:/ /webaPps.dol.gov/libraryforms/FormsByNum.asp OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 32 under § 5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no. deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the State, EPA or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to snake them available, the Federal agency or State may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds. for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees- (i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 33 of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work, performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage detennination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the. Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. (5) Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the EPA determines may by appropriate, and also a clause requiring the subcontractors to include these clauses in any . lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 34 (7) Contract termination; debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and Subrecipient(s), State, EPA, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility. (i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract. by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 3 5 Part 2 Contract Provision for Contracts in Excess of $100;000. (a) Contract Work Hours and Safety Standards Act. The subrecipient shall insert the following clauses set forth in paragraphs (a)(1), (2), (3), and (4) of this section in full'in any contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by Item 3, above or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (a)(1) of this section the contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a)(1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The subrecipient upon the request of the EPA Award Official or an authorized representative of the Department of Labor, shall withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (a)(2) of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (a)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a)(1) through (4) of this section. (b) In addition to the clauses contained in Item 3, above, in any contract "subject only to the Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR 5. 1, the Subrecipient shall insert a clause requiring that the contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 3 6 the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the Subrecipient shall insert in any such contract a clause providing that the records to be maintained under this paragraph shall be made available by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives of the Oregon Department of Environmental Quality and the Department of Labor, and the contractor or subcontractor will permit such representatives to interview employees during working hours on the job. 5. Compliance Verification (a) The subrecipient shall periodically interview a sufficient number of employees entitled to DB prevailing wages (covered employees) to verify that contractors or subcontractors are paying the appropriate wage rates. As provided in 29 CFR 5.6(a)(6), all interviews must be conducted in confidence. The subrecipient must use Standard Form 1445 (SF 1445) or equivalent documentation to memorialize the interviews. Copies of the SF 1445 are available from EPA on request. (b) The subrecipient shall establish and follow an interview schedule based on its assessment of the risks of noncompliance with DB posed by contractors or subcontractors and the duration of the contract or subcontract. Subrecipients must conduct more frequent interviews if the initial interviews or other information indicates that there is a risk that the contractor or subcontractor is not complying with DB. Subrecipients shall immediately conduct necessary interviews in response to an alleged violation of the prevailing wage requirements. All interviews shall be conducted in confidence. (c) The subrecipient shall periodically conduct spot checks of a representative sample of weekly payroll data to verify that contractors or subcontractors are paying the appropriate wage rates. The subrecipient shall establish and follow a spot check schedule based on its assessment of the risks of noncompliance with DB posed by contractors or subcontractors and the duration of the contract or subcontract. At a minimum, if practicable, the subrecipient should spot check payroll data within two weeks of each contractor or subcontractor's submission of its initial payroll data and two weeks prior to the completion date the contract or subcontract. Subrecipients must conduct more frequent spot checks if the initial spot check or other information indicates that there is a risk that the contractor or subcontractor is not complying with DB. In addition, during the examinations the subrecipient shall verify evidence of fringe benefit plans and payments thereunder by contractors and subcontractors who claim credit for fringe benefit contributions. (d) The subrecipient shall periodically review contractors and subcontractors use of apprentices and trainees to verify registration and certification with respect to apprenticeship and training programs approved by either the U.S Department of Labor or a state, as appropriate, and that contractors and subcontractors are not using disproportionate numbers of, laborers, trainees and apprentices. These reviews shall be conducted in accordance with the schedules for spot checks and interviews described in Item 5(b) and (c) above. (e) Subrecipients must immediately report potential violations of the DB prevailing wage requirements to the EPA DB contact listed above and to the appropriate DOL Wage and Hour District Office listed at http://www.dol.gov/esa/contacts/whd/america2.htm.2 2 The correct website address is as follows: http://www.dol.gov/whd/america2.htm#oregon OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 37 OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 3 8 APPENDIX >F EQUAL EMPLOYMENT OPPORTUNITY During the performance of this contract the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. (3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The contractor will comply with all provisions of Executive Order 11246 of September 24; 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. (6) In the event of the contractor's noncompliance with.the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further _Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or. as otherwise provided by law. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 3 9 (7) The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 40 ,APPENDIX G: CERTIFICATION REGARDING LOBBYING (Contracts in Excess of $100,000.00) The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Borrower, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signed Title Date Recipient OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 41 APPENDIX H: AMERICAN IRON AND STEEL ("AIS" ) REQUIREMENT The Contractor acknowledges to and for the benefit of the City of ("Purchaser") and the State of Oregon, acting by and through the Department of Environmental Quality (the "State") that it understands the goods and services under this Agreement are being funded with monies made available by the Clean Water State Revolving Fund that have statutory requirements commonly known as "American Iron and Steel;" that requires all of the iron and steel products used in the project to be produced in the United States ("American Iron and Steel Requirement") including iron and steel products provided by the Contactor pursuant to this Agreement. The Contractor hereby represents and warrants to and for the benefit of the Purchaser and the State that (a) the Contractor has reviewed and understands the American Iron and Steel Requirement, (b) all of the iron and steel products used in the project will be and/or have been produced in the United States in a manner that complies with the American Iron and Steel Requirement, unless a waiver of the requirement is approved; and (c) the Contractor will provide any further verified information certification or assurance of compliance with this paragraph, or information necessary to support a waiver of the American Iron and Steel Requirement, as may be requested by the Purchaser or the State. Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph by the Contractor shall permit the Purchaser or State to recover as damages against the Contractor any loss, expense, or cost (including without limitation attorney's fees) incurred by the Purchaser or State resulting from any such failure (including without limitation any impairment or loss of funding, whether in. whole or in part, from the State or any damages owed to the State by the Purchaser). While the Contractor has no direct contractual privity with the State, as a lender to the Purchaser for the funding of its project, the Purchaser and the Contractor agree that the State is a third-party beneficiary and neither this paragraph (nor any other provision of this Agreement necessary to give this paragraph force or effect) shall be amended or waived without the prior written consent of the State. OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 42 APPENDIX I Information required by 2 CFR § 200.331(a)(1)3 Federal Award Identification: (i) Subrecipient name (which must match registered name in DUNS): (ii) Subrecipient's DUNS number: (iii) Federal Award Identification Number (FAIN): (iv) Federal award date: (v) Sub-award period of performance, start and end date: from to (vi) Total Amount of Federal funds obligated by this Agreement: $ (vii) Total Amount of Federal funds obligated by this initial Agreement and any amendments: (viii) Total amount of Federal award committed to the Subrecipient by the pass-through entity 4: $ (ix) Federal award project description: (x) Name of Federal awarding agency, pass-through entity, and contact information for awarding official of the pass-through entity: (a) Name of Federal awarding agency: (b) Name of pass-through entity: Oregon Department of Environmental Quality (c) Contact information for awarding official of the pass-through entity: (xi) CFDA number and name: Amount: (xii) Is award R&D? (xiii) Indirect cost rate for the Federal award: % 3 For the purposes of this Appendix I, "Subrecipient" refers to the Borrower and the "pass-through entity" refers to DEQ 4 4 The total amount of Federal funds obligated to the Subrecipient by the pass-through entity is the total amount of Federal funds obligated to the Subrecipient by the pass-through entity during the current State fiscal year. RESOLUTION NO. 2017- A RESOLUTION AUTHORZING AND APPROVING A STATE REVOLVING FUND LOAN AGREEMENT TO FINANCE WASTEWATER SYSTEM PROJECTS RECITALS: A. The City of Ashland (the "City") has entered into negotiations with the State of Oregon Department of Environmental Quality (the "DEQ") for a loan to the City from the State Revolving Fund in the approximate amount of $9,900,000 for the purposes of engineering and construction of a wastewater oxidation ditch, collection system priority pipeline improvements per the adopted wastewater master plan. B. The DEQ has provided to the City a proposed State Revolving Fund Loan Agreement. C. The Interest rate on the proposed loan is 1.00% per annum. D. The proposed loan is to be fully repaid 20 years after the estimated or actual date of completion of the project, whichever is earlier. E. The proposed loan would be secured by the Net Operating Revenues of the City's wastewater system. F. Under the proposed loan, the City would pay an annual fee of 0.5% of the Outstanding Loan Amount, in addition to interest. G. The proposed loan requires the City to review its wastewater rates and fees at least annually and to adjust them as necessary to ensure collections sufficient to meet a specified debt service requirement. H. The City Attorney and Director of Finance have approved this proposed agreement as to legal sufficiency and conformance with generally accepted accounting principles. THE CITY COUNCIL OF THE CITY OF ASHLAND RESOLVES AS FOLLOWS: SECTION 1. The City does authorize and approve of the form of the SRF Loan Agreement for the financing of wastewater system projects. SECTION 2. The City does authorize and approve the establishment and funding of a designated reserve account to meet the "Loan Reserve" requirement of the SRF Loan Agreement, and does direct the Director of Finance to establish this loan reserve. SECTION 3. The City does authorize and approve the. Director of Finance and the City Administrator, acting for and on behalf of the City and without further action by the City Page 1 of 2 Council, to execute the final SRF Loan Agreement and such other and additional documents as may reasonably be required for the consummation and closing of the loan, and any amendments required thereafter. This resolution was duly PASSED and ADOPTED this day of , 2017, and takes effect upon signing by the Mayor. Melissa Huhtala, City Recorder SIGNED and APPROVED this day of '2017. John Stromberg, Mayor Reviewed as to form: David H. Lohman, City Attorney Page 2 of 2 RESOLUTION NO. 2017- A RESOLUTION AUTHORZING AND APPROVING A STATE REVOLVING FUND LOAN AGREEMENT TO FINANCE WATER SYSTEM PROJECTS RECITALS: A. The City of Ashland (the "City") has entered into negotiations with the State of Oregon Department of Environmental Quality (the "DEQ") for a loan to the City from the State Revolving Fund in the approximate amount of $1,300,000 for the purposes of engineering and construction for piping the City's irrigation canal B. The DEQ has provided to the City a proposed State Revolving Fund Loan Agreement. C. The Interest rate on the proposed loan is 1.00% per annum. D. The proposed loan is to be fully repaid 20 years after the estimated or actual date of completion of the project, whichever is earlier. E. The proposed loan would be secured by the Net Operating Revenues of the City's water system. F. Under the proposed loan, the City would pay an annual fee of 0.5% of the Outstanding Loan Amount, in addition to interest. G. The proposed loan requires the City to review its water rates and fees at least annually and to adjust them as necessary to ensure collections sufficient to meet a specified debt service requirement. H: The City Attorney and Director of Finance have approved this proposed agreement as to legal sufficiency and conformance with generally accepted accounting principles. THE CITY COUNCIL OF THE CITY OF ASHLAND RESOLVES AS FOLLOWS: SECTION 1. The City does authorize and approve of the form of the SRF Loan Agreement for the financing of water system projects. SECTION 2. The City does authorize and approve the establishment and funding of a designated reserve account to meet the "Loan Reserve" requirement of the SRF Loan Agreement, and does direct the Director of Finance to establish this loan reserve. SECTION 3. The City does authorize and approve the Director of Finance and the City Administrator, acting for and on behalf of the City and without further action by the City Council, to execute the final SRF Loan Agreement and such-other and additional documents as Page 1 of 2 may reasonably be required for the consummation and closing of the loan, and any amendments required thereafter. This resolution was duly PASSED and ADOPTED this day of , 2017, and takes effect upon signing by the Mayor. Melissa Huhtala, City Recorder SIGNED and APPROVED this day of , 2017. John Stromberg, Mayor Reviewed as to form: David H. Lohman, City Attorney Page 2 of 2 LEGAL DEPARTMENT David H. Lohman, City Attorney Douglas M. McGeary, Asst City Attorney Kris Bechtold, Paralegal August 1, 2017 Kathy Estes, Loan Specialist CWSRF Loan Program Department of Environmental Quality 700 NE Multnomah, Suite 600 Portland, OR 97204-1390 Re: City of Ashland/CWSRF Loan No. R11752 Dear Ms. Estes: As City Attorney to the City of Ashland (referred to as the "City") which is entering into the Clean Water State Revolving Fund Loan Agreement (approved by the Ashland City Council on August 1, 2017) (the "Loan Agreement") in the principal amount of $9,900,000. I am writing to you in my capacity as City Attorney for the City in regards to the above-referenced loan. In so acting, I have examined such records, documents, certificates, and other instruments and made such investigation of law in my judgment as deemed necessary or appropriate to enable the rendering of the opinions expressed below. Based upon the foregoing, I am of the opinion that: ,i 1. The City has full legal right and authority to enter into the Loan Agreement and execute and deliver and perform its obligations under the Loan Agreement; subject, however, to the effect of, restrictions and limitations imposed by or resulting from Bankruptcy, insolvency, moratorium, reorganization, debt adjustment or other similar laws affecting creditors' rights generally (Creditor's Rights Limitations) heretofore or hereafter enacted, and also subject to legal. restrictions, if any, on the power of the governing body of the City to bind the City beyond the term(s) of the present members of the governing body, and to the extent such power is restricted, subject to appropriation of funds for payments in future fiscal years (the latter matters are collectively referred to hereinafter as "Other Limitations). r i i LEGAL DEPARTMENT TeI: 541-488-5350 david.lohman@ashland.orms 20 East Main Street Fax: 541-552-2092 legalcontractor@ashland.or.us Ashland, Oregon 97520 kris.bechtold@ashland.orms h 3 i Kathy Estes, Loan Specialist CWSRF Loan Program Department of Environmental Quality August 1, 2017 Page 2 2. The Loan Agreement has been duly executed, acknowledged, where necessary, by the City's authorized representatives and, to the best of my knowledge, all other necessary actions have been taken so that the Loan Agreement is valid, binding and enforceable upon the City in accordance with its terns; subject, however, to the effect of Creditor's Rights Limitations, Other Limitations, and other laws, judicial decisions and principles of equity relating to the enforcement of contractual obligations generally. 3. To the best of my knowledge, the Loan Agreement does not violate any other agreement, financial obligation, statute, court order, or law to which the Municipality is a party or by which it is bound. 4. Gross Revenues from which the Net Revenues are derived and that are used as security for the Loan do not currently constitute taxes that are limited by Section 1 lb, Article XI of the Oregon Constitution. This opinion is rendered on the basis of the laws of the State of Oregon, as enacted and construed on the date hereof. I express no opinions as to any matter not set forth in numbered paragraphs herein. Yours ttuly, David H. Lohman City Attorney DHL/kb cc: John Kars, Interim City Administrator Mark Welch, Finance Director Mike Faught, Public Works Director LEGAL DEPARTMENT David H. Lohman, City Attorney Douglas M. McGeary, Asst City Attorney Kris Bechtold, Paralegal August 1, 2017 Kathy Estes, Loan Specialist CWSRF Loan Program Department of Environmental Quality 700 NE Multnomah, Suite 600 Portland, OR 97204-1390 Re: City of Ashland/CWSRF Loan No. R11753 Dear Ms. Estes: As City Attorney to the City of Ashland (referred to as the "City") which is entering into the Clean Water State Revolving Fund Loan Agreement (approved by the Ashland City Council on August 1, 2017) (the "Loan Agreement") in the principal amount of $1,300,000. I am writing to you in my capacity as City Attorney for the City in regards to the above-referenced loan. In so acting, I have examined such records, documents, certificates, and other instruments and made such investigation of law in my judgment as deemed necessary or appropriate to enable the rendering of the opinions expressed below. Based upon the foregoing, I am of the opinion that: 1. The City has full legal right and authority to enter into the Loan Agreement and execute and deliver and perform its obligations under the Loan Agreement; subject, however, to the effect of, restrictions and limitations imposed by or resulting from Bankruptcy, insolvency, moratorium, reorganization, debt adjustment or other similar laws affecting creditors' rights generally (Creditor's Rights Limitations) heretofore or hereafter enacted, and also subject to legal restrictions, if any, on the power of the governing body of the City to bind the City beyond the term(s) of the present members of the governing body, and to the extent such power is restricted, subject to appropriation of funds for payments in future fiscal years (the latter matters are collectively referred to hereinafter as "Other Limitations). b SSK l 1= l LEGAL DEPARTMENT Tel: 541-488-5350 david.Iohman@ashland,or.us 20 East Main Street Fax: 541-552-2092 Iegalcontractor@ashland.or.us Ashland, Oregon 97520 kris.bechtold@ashland.orms z i 3 Kathy Estes, Loan Specialist CWSRF Loan Program Department of Environmental Quality August 1, 2017 Page 2 2. The Loan Agreement has been duly executed, acknowledged, where necessary, by the City's authorized representatives and, to the best of my knowledge, all other necessary actions have been taken so that the Loan Agreement is valid, binding and enforceable upon the City in accordance with its.terms; subject, however, to the effect of Creditor's Rights Limitations, Other Limitations, and other laws, judicial decisions and principles of equity relating to the enforcement of contractual obligations generally. 3. To the best of my knowledge, the Loan Agreement does not violate any other agreement, financial obligation, statute, court order, or law to which the Municipality is a party or by which it is bound. 4. Gross Revenues from which the Net Revenues are derived and that are used as security for the Loan do not currently constitute taxes that are limited by Section 11 b, Article XI of the Oregon Constitution. This opinion is rendered on the basis of the laws of the State of Oregon, as enacted and construed on the date hereof. I express no opinions as to any matter not set forth in numbered paragraphs herein. Yours truly, David H. Lohman City Attorney DHL/kb cc: John Karns, Interim City Administrator Mark Welch, Finance Director Mike Faught, Public Works Director Council Business-Meeting August 01, 2017 Title: Downtown Parking Management Strategy From: Michael R. Faught Public Works Director mike.faught@ashland.or.us Summary: Council requested to revisit the adoption of the Downtown Parking Management & Circulation plan following a decision not to adopt the plan on May 2, 2017. Council will hear an updated presentation on the draft plan at a study session on July 31, 2017. Actions, Options, or Potential Motions: 1. Move to approve the Downtown Parking Management Plan as submitted, or 2. Move to approve the Downtown Parking Management Plan with amendments, or 3. Take no Action Staff Recommendation: Staff recommends that Council approve the Parking Management Plan without funding the proposed new city staff employee to manage the program. Resource Requirements: The parking program has $370,085 dedicated to the program and additional revenue for parking fees and fines are estimated to generate $486,000 in FY 2017/18 and $493,000 in FY 2018/19. However, those funds are already allocated (the costs below are part of the current parking program and part of the beginning General Fund Balance) in the proposed biennium budget. Current Parking Expenses Current Parking Program FY 17/18 FY 18/19 Biennium Diamond Parking $ 145,000 $ 150,000 $295,000 Facility Maintenance $ 60,000 $ 60,000 $120,000 Total $ 205,000 $ 210,000 $415,000 If the enforcement area were to be expanded as recommended in the ';tip i+~S~~wNO draft plan then staff estimates an additional $102,000 of revenue per M 1 year. If the plan is approved without the new employee the additional expenses would be as follows: Pagel of 4 C I T Y O F ASHLAND Expanding Parking Program FY 17/18 FY 18/19 Biennium Expanded Enforcement (Diamond Parking) $ - $ 52,000 52,000 Misc (office supplies, vehicle) $ 8,000 $ 9,000 17,000 Admin Fee $ 26,500 $ 32,300 58,800 Total $ 34,500 $ 93,300 $127,800 Policies, Plans and Goals Supported: 21. Be proactive in using best practices in infrastructure management and modernization. 21.1 Complete downtown parking management and traffic circulation plan. BackLrround and Additional Information: The adopted 2012 Transportation System Plan identified the Downtown Parking and Multi- Modal Circulations study as a high priority project (0-5) years. To that end, the City Council appointed the Downtown Parking Management and Multi-modal Circulation Advisory Committee at its November 5, 2013, business meeting. Committee membership includes ex officio members from the Chamber, trucking industry and city staff. In addition, 13 voting members were appointed (2 from the Chamber board, 2 Planning Commissioners, 2 Transportation Commissioners, and 7 stakeholders from the downtown area). Stakeholders include: merchant/business owners-managers, property owners, downtown residents, OSF, Pioneer/A Street, Fourth/A Street, and one citizen at large. With the help of Rick Williams Consulting, the committee was able to develop a long term downtown strategic parking management plan. They held monthly meetings and received a lot of public input throughout the process (which included large a community meeting December 1, 2016 to ensure the draft plan would fit our community objectives. Minutes for this committee can be found at: http://www.ashland.or.us/Agendas.asp?CCBID=241. .On February 1, 2017 the Downtown Parking Management & Circulation Ad-Hoc Advisory Committee moved to forward the proposed Downtown Strategic Parking Management Plan to the City Council. Draft Parkins Plan Summary: The first primary component of the plan is Guiding Themes and Principles which include the City's role and coordination, priority customers, active capacity management, information systems (supply & customer based) and integration with other modes. The proposed phase 1 (0-18 months) action strategies include: 1. Formalize the guiding themes and principles as policies for downtown access within the parking and transportation system plan; 2. Adopt the 85% rule as the optimum occupancy standard for measuring performance of the parking supply and triggering specific management strategies and rate ranges ; Page 2 of 4 CITY OF -ASHLAND 3. Establish a Downtown Parking and Transportation Fund as a mechanism to direct funds derived from parking into a dedicated fund; 4. Centralize Parking Management. Consolidate the management and administration of parking management within a single division for Parking Services; 5. Develop a job description and submit a service package to create and hire a position of Downtown Parking Coordinator for the City of Ashland; 6. Establish a Downtown Parking Advisory Committee (DPAC) consisting of downtown stakeholders to assist in program implementation and review; 7. Develop a reasonable schedule of data collection to better assess performance of downtown parking; 8. Identify off-street shared use opportunities and feasibilities based on data findings in Strategy #7, Establish goals for transitioning employees, begin outreach to opportunity sites, negotiate agreements, and assign employees to facilities (see Downtown Ashland Parking Utilization map below); _ rem - 'cam' , f. J A a; u A } t ~ Downtown As Ian. Study area boundary 201 ParkingOmgo n ~at%=70% Saturday, August 22 asrra;,d,d orega, 69%- 55% 3:00 - 4:00 PM Peak Nour RICK WILLIAms CONSULTING 55.1 Parking &Transportation o ids saa 700 1.090 7;470 Feet Page 3 of 4 CITY OF -ASHLAND Phase 2 18-36 months: 9. Create a critical path timeline to a new parking brand that can be utilized at all City- owned lots and shared supplies and in parking marketing/communications; 10. Simplify on-street time stays. Consider incorporation of new brand/logo into on-street signage per input derived in Strategy 9; 11. Deploy new off-street signage package; 12. Expand the bike parking network to create connections between parking and downtown to encourage employee bike commute trips and draw customers to downtown businesses; 13. Evaluate and pursue on-street pricing in high occupancy areas (85%); 14. Solicit firms to establish wayfinding and dynamic signage systems in the public right of way integrated with the off-street system using City parking brand developed in Strategy 15. Deploy wayfinding system as developed in Strategy 14 16. Implement on-street pricing; 17. Explore expanding access capacity - new parking supply and/or transit/shuttle options; 18. Develop cost forecasts for preferred parking supply and shuttle/transit system options; 19. Explore and develop funding options; 20. Initiate new capacity expansion. Attachments: None (for full Downtown Parking Management Strategy, see the July 31, 2017 agenda) Page 4of4 CITY OF ASHLAND Council Business Meeting August 1, 2:017 Title: Resolution Declaring Indigenous Peoples' Day in Ashland From: Dennis Slattery Council Member Dennis@council. ash land. or. us Summary: With general support and direction from Council at the July 17, 2017, study session, a resolution declaring the second Monday of each October as Indigenous Peoples' Day in Ashland has been drafted and presented for Council review and approval. Actions, Options, or Potential Motions: I move to approved a resolution titled, "A Resolution Declaring the Second Monday of October as Indigenous Peoples' Day in Ashland." Staff Recommendation: N/A Resource Requirements: N/A Policies, Plans and Goals Supported: 3. Support and empower our community partners Background and Additional Information: As presented at the July 17, 2017, study session, Southern Oregon University leadership recently received and honored a request from the SOU Diversity and Inclusion Committee (a coalition of SOU faculty, staff and students) to formally and publicly recognize Indigenous Peoples Day at SOU on the second Monday of each October. Further expansion of this support and recognition was requested in the form of a resolution declaring the second Monday of each October Indigenous Peoples' Day in Ashland. This date was chosen to be consistent with several other Cities in Oregon who have made similar formal statements of support and recognition, including Portland, Eugene and Corvallis. Indigenous Peoples' Day was first proposed to the United Nations International Conference on Discrimination Against Indigenous Populations in the Americas by a delegation of Native Nations. Since that time, many states and municipalities have voiced their support and provided recognition of the concept of raising awareness of the inequities and continued questioning of widespread celebration of a historic figure, Christopher Columbus, whose legacy on the Indigenous People of the Americas was far worse than common history lessons have espoused. Attachments: Resolution Page 1 of 1 CITY OF ASHLAND RESOLUTION NO. 2017- A RESOLUTION DECLARING THE SECOND MONDAY OF OCTOBER AS INDIGENOUS PEOPLES' DAY IN ASHLAND RECITALS: A. The City Council of the City of Ashland recognizes that the Indigenous peoples of the lands that would later become known as the Americas have lived on these lands since time immemorial. B. The City Council honors the fact that the community. of Ashland is built upon the traditional homelands of the Takelma, Shasta and Klamath Basin peoples and affirms the legal rights of the nine federally recognized tribal nations in the State of Oregon and all Indigenous peoples everywhere. C. Indigenous People's Day was first proposed in 1977 by a delegation of Native Nations to the United Nations sponsored International. Conference on Discrimination Against Indigenous Populations in the Americas. D. The City of Ashland is committed to protecting and advocating for justice, human rights, and the dignity of all people who live, work and visit in Ashland, and to supporting the principles contained in the United Nations Declaration on the Rights of Indigenous Peoples (the "Declaration") endorsed by the United States on December 16, 2010. E. The Declaration recognizes the right of Indigenous peoples "to the dignity and diversity of their cultures, traditions, histories and aspirations which shall be appropriately reflected in education and public information," and places an obligation on States to "take effective measures, in consultation and cooperation with the Indigenous peoples concerned, to combat prejudice and eliminate discrimination and to promote tolerance, understanding and good relations among Indigenous peoples and all other segments of society". THE CITY OF ASHLAND RESOLVES AS FOLLOWS: SECTION 1. The City of Ashland hereby declares the second Monday in October as Indigenous People's Day in Ashland as an opportunity for the community to reflect on the ongoing struggles of Indigenous people of this land, to celebrate the thriving cultures and values of the Indigenous Peoples of our region, and to stand in solidarity with Indigenous peoples everywhere. SECTION 2. The City Council encourages other businesses, organizations and public institutions to recognize Indigenous Peoples' Day in Ashland the second Monday of each October. Resolution No. 2015- Page 1 of 2 This resolution was duly PASSED and ADOPTED this day of , 2017, and takes effect upon signing by the Mayor. Melisa Huhtala, City Recorder SIGNED and APPROVED this day of , 2017. John Stromberg, Mayor Reviewed as to form: David H. Lohman, City Attorney Resolution No. 2015- Page 2 of 2