Loading...
HomeMy WebLinkAbout1992-161 Ski A GrantREGIONAL STRATEGIES PROGRAM GRANT AWARD CONTRACT CITY OF ASHLAND Mt. Ashland Ski Facility This Contract, dated July 1, 1992, is made and entered into by and between the State of Oregon, acting by and through its Economic Development Department, 775 Summer Street, N.E., Salem, Oregon 97310, (hereinafter "State") and the City of Ashland, 20 E. Main Street, Ashland, Oregon 97520 {hereinafter "Recipient"). 1. An award from the Regional Strategies Fund has been made by the State for the region consisting of Jackson and Josephine Counties (hereinafter "Region"), dated June 26, 1992 2. Pursuant to this Award and the Regional Economic Development Act, ORS 285.630 to 285.650 and 285.655 (hereinafter "Act"), the State is authorized to make an award from the Regional Strategies Fund created by ORS 285.650. 3. The State is willing to make the grant on the terms and conditions of this Contract. Accordingly, the parties agree as follows: 1 - REGIONAL STRATEGIES PROGRAM GRANT AWARD CONTRACT SECTION 1 GRANT AWARD Section 1.01. Grant. The State shall provide a maximum of $250,000 from the Regional Strategies Fund in accordance with the schedule set out in Exhibit B. Section 1.02. Draw Downs. Recipient shall receive grant monies after it submits a request for such monies on a Draw Down Form. Grant Draw Downs shall be requested in increments of at least $5,000 except in the case of final Draw Down. Attached to the Draw Down Form shall be documentation satisfactory to the State on the use of grant monies, such as task orders, bid proposals, and work plans. The State shall review the documents and may require reasonable modifications. If the State does not suggest modifications within thirty (30) days after receipt, the documents shall be deemed approved and payment shall be made. Recipient shall place the grant monies in a separate account and spend the grant monies on approved activities as soon as practicable after receipt. Section 1.03 Availability of Funds. This grant award is subject to the availability of lottery money in the Regional Strategies Fund. 2 - REGIONAL STP~ATEGIES PROGRAM GRANT AWARD CONTACT SECTION 2 USE OF GRANT MONIES Section 2.01. Eliqible Activities. The Recipient~s use of the grant monies is limited to those activities listed in Exhibit B. The use of these monies is also subject to the Conditions of Approval set out in Exhibit A. Section 2.02. Ineliqible Activities. Grant monies shall not be used to retire any debt, reimburse any person, entity, or municipality for expenditures made er expenses incurred prior to the date of the Award or for ongoing or continuing operating expenses. Section 2.03. Unexpended. Funds. Any grant monies disbursed to the Recipient that are not used on the Projects (hereinafter "Projects") set out in Exhibit B or which remain after the Projects are completed or this Contract is terminated shall be immediately returned to the State. Any interest earned by the Recipient on grant monies shall be spent on the Project(s) or returned to the State. Section 2.04. Use of Funds. Priorto the State approving any Draw Down of funds, the State must approve all Project expenditures and the Recipient must confirm in writing all commitments by non-state entities. The State and the Recipient may elect to modify budget allocation categories within a Project depending on Project needs. All modifications must be approved in writing by the State in advance of commitment or expenditure of funds. Section 2.05. Short List Pro.iect Completion. Any Project that is not completed within two years of the date of this contract shall be ineligible for funding under this contract. 3 - REGIONAL STRATEGIES PROGRAM GRANT AWARD CONTRACT SECTION 3 RECIPIENT'S REPRESENTATIONS AND WARRANTIES Recipient represents and warrants to the State that: Section 3.01. Existence and Power. Recipient is a municipal corporation duly organized, validly existing, and in good standing under the laws of Oregon; and Recipient has full power and authority to transact the business in which it is engaged, and full power, authority and legal right to make this Contract and to incur and perform its obligations hereunder. Section 3.02. Authority. No Contravention. The making and performance by Recipient of this Contract (a) have been duly authorized by all necessary action of the Recipient, (b) do not and will not violate any provision of any applicable law, rule, regulation or order of any court, regulatory commission, board or other administrative agency and (c) do not and will not result in the breach of, or constitute a default or require any consent under any other agreement or instrument to which Recipient is a party or by which Recipient or any of its properties may be bound or affected. Section 3.03. Bindinq Obliqation. This Contract has been duly executed and delivered by Recipient and will constitute the legal, valid and binding obligation of Recipient, enforceable in accordance with its terms. Section 3.04. APProvals. No authorization, consent, license, approval of or notification to, any governmental body or regulatory or supervisory authority is required for the execution, delivery or performance by Recipient of this Contract. Section 3.05. Hatchinq Funds. Recipient shall obtain and use Project matching funds in accordance with the Project budget set out in Exhibit B. Section 3.06. Compliance With Land Use Requlations and Comprehensive Plan. The Project complies with applicable city or county comprehensive plans, public facility plans and land use regulations. 4 - REGIONAL STRATEGIES PROGRAM GRANT AWARD CONTRACT SECTION 4 CONDITIONS PRECEDENT The obligation of the State to pay grant monies is subject each time to the conditions precedent that: Section 4.01. Availability of Hatchinq Funds. Recipient shall demonstrate to the satisfaction of the State that it has obtained all non- State funds as set out in Exhibit B. Section 4.02. No Default. No default as set out in Section 6 hereof shall have occurred and be continued on the date of Draw Down. 5 - REGIONAL STRATEGIES PROGRAM GRANT AWARD CONTRACT SECTION 5 COVENANTS OF RECIPIENT While any Projects remain unfinished and prior to the final Draw Down, Recipient agrees that, unless the State shall otherwise consent in writing: Section 5.01. Reports. Recipient shall provide reports to the Region in which it is located and to the State at such times as requested. Section 5.02. Compliance with Laws. Recipient will comply with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, except where contested in good faith and by proper proceedings. Applicable laws and rules include, but are not limited to, State procurement guidelines (ORS Chapter 279), minimum wage and hour standards (ORS Chapter 279), municipal budget and audit laws {ORS Chapter 297), workers' compensation laws (ORS Chapter 656), and affirmative action {ORS 243.305). Section 5.03. Books. Inspection. Recipient will keep 'proper books of record and account on all activities associated with the Projects. Recipient will permit the State and the Secretary of State of the State of Oregon to inspect its properties, all work done, labor performed and materials furnished in and about the Projects, and to review and make excerpts and transcripts of its books of account and records with respect to the receipt and disbursement of grant monies received from the State. Section 5.04. Project(s) Completion. While any Projects remain unfinished and prior to the final Draw Down, Recipient agrees that, unless the State shall otherwise consent in writing: Work on the Projects shall be fully completed in accordance with the schedule set out in Exhibit B. In the event that the total amount of the grant set out in Section 1.01 hereof is not available, the Recipient will not be required to complete the Projects. However, if the non-State monies which Recipient has committed to the Projects are not available or sufficient, the Recipient will nevertheless be required to complete the Projects. Section 5.05. Siqns and Notifications. Recipient shall include the following statement on all plans, reports or bid advertisements relating to the Projects: "The preparation of this report (document) was (This Project is) funded in part with a grant from the Oregon State Lottery through the Regional Strategies Fund administered by the State of Oregon Economic Development Department." 6 - REGIONAL STP~ATEGIES PROGRAM GI~ANT AWARD CONTACT The statement shall be prominently placed on the document, i.e., on the title page of reports or documents, on the cover of blueprint sets, as part of map legends. For construction Projects the Recipient shall display a sign, to be provided by the State, near the Project construction site and readily visible to the public, specifying that the Project is being funded by the Oregon State Lottery for the purpose of promoting economic development. Section 5.06. First Source Aqreement. The State may require any firm which it certifies as receiving direct or substantial benefit from Regional Strategies Funds to enter into a first source agreement with publicly funded job training providers in accordance with OAR 123-70-300 through 123-70-370. Section 5.07. Handicapped Accessibility. Any public facilities, as defined in ORS 447.210, the construction costs of which are paid for in whole or in part by lottery funds, shall be accessible to and usable by handicapped persons. Section 5.08. Special Conditions. Recipient shall comply with the requirements of the Special Conditions set out in Exhibit A. 7 - REGIONAL STRATEGIES PROGP. AH GRANT AWARD CONTP. ACT SECTION 6 TERMINATION AND DEFAULT Section 6.01. Mutual Termination. This Contract may be terminated by mutual consent of both parties. Section 6.02. Termination by the State. The State may terminate this Contract effective upon delivery of written notice to Recipient, or at such later date as may be established by the State, if insufficient monies are available in the Regional Strategies Fund or if there has been a change in federal or State laws, rules, regulations or guidelines so that the Projects funded by this Contract are no longer eligible for funding. This Contract may be modified by the State to accommodate a reduction in funds. Section 6.03. Default. The State, by written notice to the Recipient, may terminate the whole or any part of this Contract for, among other things, any of the following events: (a) Recipient defaults in the performance or observance of any of its covenants or agreements contained herein, in Exhibit A, or in Exhibit B; or (b) Any representation made by the Recipient in the Project(s) description, schedule, budget, Draw Down forms, or any other documents and reports relied upon by the State to measure progress on the Project(s) and performance by the Recipient, are untrue in any material respect; or (c) Recipient (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) is adjudicated a bankrupt or insolvent, (v) commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, or (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code; or 8 - REGIONAL STP~ATEGIES PROGRAM GP~ANT AWARD CONTACT (d) A proceeding or case is commenced, without the application or consent of Recipient, in any court of competent jurisdiction, seeking (i) the liquidation, dissolution or winding-up, or the composition or readjustment of debts, of Recipient, (ii) the appointment of a trustee, receiver, custodian, liquidator, or the like of Recipient or of all or any substantial part of its assets, or (iii) similar relief in respect to Recipient under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case continues undismissed, or an order, Judgment, or decree approving or ordering any of the foregoing is entered and continues unstayed and in effect for a period of sixty (60) consecutive days, or an order for relief against Recipient is entered in an involuntary case under the Federal Bankruptcy Code {as now or hereafter in effect). Notice of default shall specify with reasonable particularity the deficiencies in Recipient's performance and shall provide Recipient fifteen (15) days, or such longer period as the State may authorize in its sole discretion, to correct such deficiencies. Section 6.04. Remedies Upon Default. In the event Recipient is found in default, the State may pursue any remedies available at law or in equity. Such remedies may include, but are not limited to, termination of this Contract, prohibition against further grant Draw Downs, return of all or a portion of the grant amount, payment of interest earned on the grant amount, and declaration of ineligibility for the receipt of future Regional Strategies Fund awards. 9 - REGIONAL STRATEGIES PROGRAM GRANT AWARD CONTRACT SECTION 7 MISCELLANEOUS Section 7.01. No Implied Waiver. Cumulative Remedies. No failure on the part of the State to exercise, and no delay in exercising any right, power, or privilege under this Contract shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Contract preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. The remedies provided heroin are cumulative and not exclusive of any remedies provided by law. Section 7.02. Governinq Law. This Contract shall be governed by and construed in accordance with the law of Oregon. Section 7.03. Notices. All notices, requests, demands, and other communications to or upon the parties hereto shall be in writing and shall be deemed to have been duly given or made when deposited in the mails, addressed to the party to which such notice, request, demand, or other communication is requested or permitted to be given or made hereunder at the addresses set forth below or at such other address of which such party shall have notified in writing the other party hereto. Those notices, requests, demands, and other communications relating to termination, default, and amendment shall be in writing and mailed certified and postage prepaid. If to the State: Economic Development Department 775 Summer Street N.E. Salem, OR 97310 Attention: Lise B. Glancy, Manager Regional Strategies Program If to the Recipient: The Honorable Catherine Golden City of Ashland 20 E. Main Street Ashland, Oregon 97520 Section 7.04. Amendments. This Contract, including timeframes for the completion of the Projects but excluding interim timeframes, may not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by the parties. Such written modification will be made a part of this Contract and subject to all other provisions of this Contract. Section 7.05. Severability. If any provision of this Contract shall held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. be 10 - REGIONAL STRATEGIES PROGRAM GP~ANT AWARD CONTP, ACT Section 7.06. Successors and Assiqns. This Contract shall be binding upon and inure to the benefit of the State, Recipient, and their respective successors and assigns except that Recipient may not assign or transfer its rights or obligations hereunder or any interest herein without the prior consent in writing of the State. Section 7.07. Attorney's Fees. The prevailing party in any dispute arising from this Contract shall be entitled to recover from the other its reasonable attorney's fees at trial and on appeal. Section 7.08. Indemnity. To the extent permitted by Recipient's charter, applicable statutes, and by the Oregon Tort Claims Act, Recipient shall indemnify the State and its officers, employees and agents against any liability for damage to life or property arising from the Recipient's actions under this Contract or the actions of Recipient's subcontractors, agents or employees. Section 7.09. Entire Aqreement. This Contract constitutes the entire agreement between the parties. There are no understandings, agreements or representations, oral or written, not specified herein regarding this Contract. Any waiver or consent, if made, shall be effective only in the specific instance and for the specific purpose given. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be duly executed as of the dates set forth below their respective signatures. STATE OF OREGON acting by and through its Economic velopment Department BY:~ctor Date: CITY OF ASHLAND Catherine Golden, Nayor Date: EXHIBIT A - Conditions of Approval EXHIBIT B - Project Description f:\user\jackiy\contract\ashland.cnt 11 - REGIONAL STI~ATEGIES PROGRAM GRANT AWARD CONTRACT GRANT AWARD CONTRACT EXHIBIT A Conditions of Approval $250,000 in Regional Strategies Funds shall be disbursed for purchase of the Ht. Ashland Ski Facility as described in Exhibit B. Prior to the drawdown of Regional Strategies Funds, the City of Ashland shall provide documentation to the Oregon Economic Development Department (OEDD) which verifies that the pledges ($1,100,000) have been secured. Prior to the drawdown of Regional Strategies Funds, the City of Ashland shall provide OEDD with a copy of the Special Use permit issued by the U.S. Forest Service for the Mt. Ashland Ski Facility. Prior to the drawdown of Regional Strategies Funds, the City of Ashland shall provide certification of liability insurance coverage for the Ht. Ashland Ski Facility. Prior to December 1, 1992, the City of Ashland shall provide certification of continued liability insurance coverage for the Mt. Ashland Ski Facility after the responsibility for carrying such coverage has transferred from the City of Ashland to the Mt. Ashland Association. The City of Ashland shall provide OEDD with a copy of the signed lease agreement between the City of Ashland and the Mt. Ashland Association within thirty (30) days of finalization of the Ht. Ashland Ski Facility purchase agreement. Following the management assessment being conducted by the Mt. Ashland Association's Board of Directors, the City of Ashland shall provide OEDD with an updated operations and maintenance plan, including a budget, for the Mt. Ashland Ski Facility. In the event that the Ht. Ashland AssociatiOn ceases to operate the Ht. Ashland Ski Facility and the City of Ashland liquidates the assets of the Ski Facility, the City of Ashland shall, from the liquidation proceeds: 1) first pay reasonable costs of liquidation and reasonable costs of restoring Mt. Ashland as required by the permit issued to the City by the U.S. Forest Service, and 2) pay the Oregon Economic Development Department the total of the Regional Strategies grant monies minus $25,000 for each year from the date of this contract. In the event that the Mt. Ashland Association ceases to operate the Ht. Ashland Ski Facility and the City of Ashland sells the assets to another entity, the City of Ashland shall pay the Oregon Economic Development Department the total of the Regional Strategies grant monies minus $25,000 for each year from the date of this contract. 12 - REGIONAL STRATEGIES PROGRAM GRANT AWARD CONTP. ACT GRANT AMARD CONTRACT EXHIBIT B Project Description 13 - REGIONAL STRATEGIES PROGRAM GRANT AWARD CONTRACT Regtonal Strategies Program Short List Proposal Form List: A B Project Number: ) Delayed? Yes No__ Region: JACKSON-JOSEPHINE Strategy: INTERSTATE TOURISM Project Name and Location: MT. ASHLAND SKI FACILITY - CITY OF ASHLAND Contact Person (Nane/Address/Phone) Stephen G. Jamieson 39 S. Central Medford, Oregon 97501 503-779-2333 FAX 503-779-6379 Brian Almquist, Administrator City of Ashland 20 E. Main Ashland, Oregon 97520 503-482-3211 Regional Strategies Fund Request Other State Funds Other Matching Funds Funds to be Raised Total Project Cost (Attach a completed "leverage Form" $ 250.000 $ 250,000 $ 1,100,000 $ -0- $ 1,600,000 and "Budget Spreadsheet.")