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HomeMy WebLinkAbout2011-097 Agrmt - ODOT #27844 Allison-Sherman to Gresham r , . Misc, Contracts and Agreements No. 27844 2011 FUND EXCHANGE AGREEMENT Allison Street - Sherman Street to Gresham Street City of Ashland THIS AGREEMENT is made and entered into by and between the STATE OF OREGON, acting by and through its Department of Transportation, hereinafter referred to as "State"; and City of Ashland, acting by and through its elected officials, hereinafter referred to as "Agency," both herein referred to individually or collectively as "Party" or "Parties." RECITALS 1. By the authority granted in Oregon Revised Statute (ORS) 190.110, 366.572 and 366.576, ODOT may enter into cooperative agreements with counties, cities and units of local governments for the performance of work on' certain types of improvement projects with the allocation of costs on terms and conditions mutually agreeable to the contracting parties. 2, This project is listed as Key Number 14375 in the 2010-2013 State Transportation Improvement Program (STIP). NOW THEREFORE, the premises being in general as stated in the foregoing Recitals, it , is agreed by and between the Parties hereto as follows: TERMS OF AGREEMENT 1. Agency has submitted a completed and signed Part 1 of the Project Prospectus, or a similar document agreed to by State, outlining the schedule and costs associated with all phases of the Allison Street - Sherman Street to Gresham Street project, hereinafter referred to as "Project." 2. State has reviewed Agency's prospectus and considered Agency's request for the Fund Exchange. State has determined that Agency's Project is eligible for the exchange of funds. 3, To assist in funding the Project, Agency has requested State to exchange 2011 federal funds, which have been allocated to Agency, for state funds based on the following ratio: $94 state for $100 federal 4, Based on this ratio, Agency wishes to trade $350,000 federal funds for $329,000 state funds. Fund Exchange IGA (Revised April 11, 2011) 5. The term of this Agreement will begin upon execution and will terminate two (2) calendar years after the last require signature is obtained unless extended by an executed amendment. 6. The Parties agree that the exchange is subject to the following conditions: a. The federal funds transferred to State may be used by State at its discretion. b. State funds transferred to Agency must be used for the Project. This Fund Exchange will provide funding for specific roadway projects and may also be used for the following maintenance purposes: i. Purchase or Production of Aggregate. Agency shall ensure the purchase or production of aggregate will be highway related and used exclusively for highway work, ii. Purchase of Equipment. Agency shall clearly describe how it plans to use said equipment on highways. Agency shall demonstrate that the equipment will only be used for highway purposes, c, State funds may be used for all phases of the Project, including preliminary engineering, right of way, utility relocations and construction. Said use shall be consistent with the Oregon Constitution and statutes (Section 3a of Article IX Oregon Constitution). Agency shall be responsible to account for expenditure of state funds. d. This Fund Exchange shall be on a reimbursement basis, with state funds limited to a maximum amount of $329,000. All costs incurred in excess of the Fund Exchange amount will be the sole responsibility of Agency. e, State certifies, at the time this Agreement is executed, that sufficient funds are available and authorized for expenditure to finance costs of this Agreement within State's current appropriation or limitation of the current biennial budget. f. Agency and any contractors, shall perform the work as an independent contractor and will be exclusively responsible for all costs and expenses related to its employment of individuals to perform the work including, but not limited to, retirement contributions, workers compensation, unemployment taxes, and state and federal income tax withholdings. g. Agency shall comply with all federal, state, and local laws, regulations, executive orders and ordinances applicable to the work under this Agreement, including, without limitation, the provisions of ORS 279C.505, 279C.515, 279C.520, 279C.530 and 2798.270 incorporated herein by reference and made a part hereof. Without limiting the generality of the foregoing, Agency expressly agrees 27844 - 2 - to comply with (i) Title VI of Civil Riqhts Act of 1964; (ii) Title V and Section 504 of the Rehabilitation Act of 1973: (Hi) the Americans with Disabilities Act of 1990 and ORS 659A.142; (iv) all regulations and administrative rules established pursuant to the foregoing laws; and (v) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. h. Agency, or its consultant, shall conduct the necessary preliminary engineering and design work required to produce final plans, specifications and cost estimates; purchase all necessary right of way in accordance with current state and federal laws and regulations; obtain all required permits; be responsible for all utility relocations; advertise for bid proposals; award all contracts; perform all construction engineering; and make all contractor payments required to complete the Project. i. Agency shall submit invoices to State on a monthly basis, for actual costs incurred by Agency on behalf of the Project directly to State's Project Manager for review and approval. Such invoices will be in a form identifying the Project, the agreement number, the invoice number or account number or both, and will itemize all expenses for which reimbursement is claimed. Under no conditions shall State's obligations exceed $329,000, including all expenses. Travel expenses will n.ot be reimbursed. j. Agency shall, at its own expense, maintain and operate the Project upon completion at a minimum level that is consistent with normal depreciation and service demand, k. All employers, including Agency, that employ subject workers in the State of Oregon shall comply with ORS 656.017 and provide the required Workers' Compensation coverage unless such employers are exempt under ORS 656.126. Employers Liability insurance with coverage limits of not less than $500,000 must be included. Agency shall ensure that each of its subcontractors complies with these requirements. I. This Agreement may be terminated by either Party upon thirty (30) days' notice, in writing and delivered by certified mail or in person. i. State may terminate this Agreement effective upon delivery of written notice to Agency, or at such later date as may be established by State, under any of the following conditions: A. If Agency fails to provide services called for by this Agreement within the time specified herein or any extension thereof. B. If Agency fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement 27844 - 3 - in accordance with its terms, and after receipt of written notice from State fails to correct such failures within ten (10) days or such longer period as State may authorize. ii. Either Party may terminate this Agreement effective upon delivery of written notice to the, other Party, or at such later date as may be established by the terminating Party, under any of the following conditions: A. If either Party fails to receive funding, appropriations, limitations or other expenditure authority sufficient to allow either Party, in the exercise of their reasonable administrative discretion, to continue to make payments for performance of this Agreement. B. If federal or state laws, regulations or guidelines are modified or interpreted in such a way that either the work under this Agreement is prohibited or either Party is prohibited from paying for such work from the planned funding source. iii. Any termination of this Agreement shall not prejudice any rights or obligations accrued to the Parties prior to termination, m. State and Agency agree that if any term or provIsion of this Agreement is declared by a court of competent jurisdiction to be invalid, unenforceable, illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Agreement did not contain the particular term or provision held to be invalid. 7. Agency acknowledges and agrees that State, the Oregon Secretary of State's Office, the federal government, and their duly authorized representatives shall haVE;! access to the books, documents, papers, and records of Agency which are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts, and transcripts' for a period of six (6) years after final payment. Copies of applicable records shall be made available upon request. Payment for costs of copies is reimbursable by State. 8. Agency certifies and represents that theindividual(s) signing this Agreement has been authorized to enter into and execute this Agreement on behalf of Agency, under the direction or approval of its governing body, commission, board, officers, members or representatives, and to legally bind Agency. 9, This Agreement may be executed in several counterparts (facsimile or otherwise) all of which when taken together shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same counterpart, Each copy ~f this Agreement so executed shall constitute an original. 27844 - - 4- 10.This Agreement and attached exhibits constitute the entire agreement between the Parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. No waiver, consent, modification or change of terms of this Agreement shall bind either Party unless in writing and signed by both Parties and all necessary approvals have been obtained. Such waiver, consent, modification or change, if made, shall be effective only in the specific instance and for the specific purpose given. The failure of State to enforce any provision of this Agreement shall not constitute a waiver by State of that or any other provision. THE PARTIES, by execution of this Agreement, hereby acknowledge that their signing representatives have read this Agreement, understand it, and agree to be bound by its terms and conditions. The funding for this Fund Exchange program was approved by the Oregon Transportation Commission on September 22, 2010, as a part of the 2010-2013 Statewide Transportation Improvement Program (STIP). The Program and Funding Services Manager approved the Fund Exchange on June 6, 2011. 27844 - 5 - . . :'~L~ D're~b/tl . By MA {f~'t1 Da:e vlu/I! APPRO~ AS TO LEGAL SUFFICCYCV fi By J~ ..:.. ,- Counsel Date 0/.2 ~/ / , Agency Contact: Karl Johnson Assistant Engineer 20 East Main Street Ashland, OR 97520 541.488.5347 johnsonk@ashland.or.us State Contact: Alexandra Krull Region 3 Fund Exchange Coordinator 3500 NW Stewart Parkway Roseburg, OR 97470 541,957.3635 allie.krull@odot.state.or.us 27844 STATE OF OREGON, by and through its Department of Transportation By Region 3 Manager .,. )ate APPROVAL RECOMMENDED By Region 3 Fund Exchange Coordinator Date By Date APPROVED AS TO LEGAL SUFFICIENCY By Assistant Attorney General Date -6-