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HomeMy WebLinkAbout2015-213 IGA - ODOT - ADA Ramp Improvements Misc. Contracts and Agreements No. 30658 INTERGOVERNMENTAL PROJECT AGREEMENT Ashland ADA Ramp Improvements THIS AGREEMENT is made and entered into by and between the STATE OF OREGON, acting by and through its Department of Transportation, hereinafter referred to as "State;" and the CITY OF ASHLAND, acting by and through its elected officials, hereinafter referred to as "Agency," both herein referred to individually or collectively as "Party," or "Parties." RECITALS 1. Portions of the Rogue Valley Highway, Oregon Route 99 (OR 99), are a part of the state highway system under the jurisdiction and control of the Oregon Transportation Commission (OTC). Oak Street, Pioneer Avenue, First Street, Second Street, Third Street, Gresham Street and portions of the Rogue Valley Highway (OR 99) also known as Lithia Way and Main Street are parts of the city street system under the jurisdiction and control of Agency. 2. By the authority granted in Oregon Revised Statute (ORS) 190.110, state agencies may enter into agreements with units of local government for the performance of any or all functions and activities that a party to the agreement, its officers, or agents have the authority to perform. 3. State established an Americans with Disability Act (ADA) Ramp Funding Program in the Statewide Transportation Improvement Program (STIP). ADA ramps are funded at $1,000,000 per year for fiscal years 16, 17 and 18. The strategy for using these funds is to install new ADA ramps where needed and upgrade existing ramps that do not meet current ADA standards in special transportation areas. 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. Under such authority, State and Agency agree to Agency designing and constructing ADA ramp improvements at various locations, hereinafter referred to as "Project." The locations of the Project are listed on the spreadsheet marked Exhibit A, attached hereto and by this reference made a part hereof. 2. Agency has determined that the total cost of the Project is estimated to be $88,950. State shall fund the Project in an amount not to exceed $88,950. Agency shall be responsible for any portion of the Project which is not covered by State funding. 3. The term of this Agreement shall begin on the date all required signatures are obtained and shall terminate on December 31, 2016, on which date this Agreement automatically terminates unless extended by a fully executed amendment. 06-12-15 Agency/State Agreement No. 30658 AGENCY OBLIGATIONS 1. Agency shall notify State when it is prepared to proceed with the development of Project to initiate State's one hundred (100) percent advanced deposit, as listed under State Obligations, Paragraph 4. 2. Agency understands and agrees that the funding may not allow for improvements to be made at all the locations listed in Exhibit A. Agency shall select which locations will be improved in order to make the most efficient use of the funding with regards to ADA ramp improvements. 3. Agency shall conduct the necessary field surveys, prepare plans and contract documents, advertise for bid proposals, award all contracts, and supervise construction of the Project. 4. Agency shall obtain a miscellaneous permit to occupy State right of way through the State District 8 Office prior to the commencement of construction. 5. Agency shall submit a copy of the plans and specifications to State through the State's Project Manager for review and concurrence prior to advertising for a construction contract or, if Agency forces will perform the construction work, prior to construction. Concurrence must be received from both State's District 8 Office and State's Project Manager prior to proceeding with the Project. The Project design, signing, and marking shall be in conformance with the current Oregon Bicycle and Pedestrian Design Guide and shall comply with the most current ADA guidelines. 6. Agency shall not award a construction contract until State's District 8 representative has reviewed and approved the low bidder's proposal and costs. 7. Agency shall, upon completion of Project, submit to State's Project Manager an itemized statement of the final actual total cost of the Project. 8. 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 279B.270 incorporated herein by reference and made a part hereof. Without limiting the generality of the foregoing, Agency expressly agrees to comply with (i) Title VI of Civil Rights Act of 1964; (ii) Title V and Section 504 of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 and ORS 659A.142; (iv) all regulations and administrative rules established pursuant to the foregoing laws; and (v) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. 9. Agency shall not enter into any subcontracts for any of the work scheduled under this Agreement without obtaining prior written approval from State. 2 Agency/State Agreement No. 30658 10. If Agency enters into a construction contract for performance of work on the Project, then Agency will require its contractor to provide the following: a. Contractor shall indemnify, defend and hold harmless State from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under the resulting contract. b. Contractor and Agency shall name State as a third party beneficiary of the resulting contract. c. Commercial General Liability. Contractor shall obtain, at Contractor's expense, and keep in effect during the term of the resulting contract, Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverages that are satisfactory to State. This insurance will include personal and advertising injury liability, products and completed operations. Coverage may be written in combination with Automobile Liability Insurance (with separate limits). Coverage will be written on an occurrence basis. If written in conjunction with Automobile Liability the combined single limit per occurrence will not be less than $ 1,000,000 for each job site or location. Each annual aggregate limit will not be less than $ 2,000,000. d. Automobile Liability. Contractor shall obtain, at Contractor's expense, and keep in effect during the term of the resulting contract, Commercial Business Automobile Liability Insurance covering all owned, non-owned, or hired vehicles. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits). Combined single limit per occurrence will not be less than $1,000,000. e. Additional Insured. The liability insurance coverage, except Professional Liability, Errors and Omissions, or Workers' Compensation, if included, required for performance of the resulting contract will include State and its divisions, officers and employees as Additional Insured but only with respect to Contractor's activities to be performed under the resulting contract. Coverage will be primary and non-contributory with any other insurance and self-insurance. f. Notice of Cancellation or Change. There shall be no cancellation, material change, potential exhaustion of aggregate limits or non-renewal of insurance coverage(s) without thirty (30) days written notice from Contractor or its insurer(s) to State. Any failure to comply with the reporting provisions of this clause will constitute a material breach of the resulting contract and will be grounds for immediate termination of the resulting contract and this Agreement. 11. Agency shall require its contractor(s) and subcontractor(s) that are not units of local government as defined in ORS 190.003, if any, to indemnify, defend, save and hold harmless the State of Oregon, Oregon Transportation Commission and its members, Department of Transportation and its officers, employees and agents from and against 3 Agency/State Agreement No. 30658 any and all claims, actions, liabilities, damages, losses, or expenses, including attorneys' fees, arising from a tort, as now or hereafter defined in ORS 30.260, caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Agency's contractor or any of the officers, agents, employees or subcontractors of the contractor ("Claims"). It is the specific intention of the Parties that the State shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the State, be indemnified by the contractor and subcontractor from and against any and all Claims. 12. Any such indemnification shall also provide that neither the Agency's contractor and subcontractor nor any attorney engaged by Agency's contractor and subcontractor shall defend any claim in the name of the State of Oregon or any agency of the State of Oregon, nor purport to act as legal representative of the State of Oregon or any of its agencies, without the prior written consent of the Oregon Attorney General. The State of Oregon may, at anytime at its election assume its own defense and settlement in the event that it determines that Agency's contractor is prohibited from defending the State of Oregon, or that Agency's contractor is not adequately defending the State of Oregon's interests, or that an important governmental principle is at issue or that it is in the best interests of the State of Oregon to do so. The State of Oregon reserves all rights to pursue claims it may have against Agency's contractor if the State of Oregon elects to assume its own defense. 13. Agency shall be responsible for all costs and expenses related to its employment of individuals to perform the work under this Agreement, including but not limited to, retirement system contributions, workers compensation, unemployment taxes, and state and federal withholdings. 14.All employers, including Agency, that employ subject workers who work under this Agreement in the State of Oregon shall comply with ORS 656.017 and provide the required Workers' Compensation coverage unless such employers are exempt under ORS 656.126. Employers Liability insurance with coverage limits of not less than $500,000 must be included. Agency shall ensure that each of its contractors complies with these requirements. 15. Agency shall, upon completion of Project, maintain the Project at its own cost and expense, and in a manner satisfactory to State. 16. Agency acknowledges and agrees that State, the Oregon Secretary of State's Office, the federal government, and their duly authorized representatives shall have access to the books, documents, papers, and records of Agency which are directly pertinent to the specific Agreement for the purpose of making audit, examination, excerpts, and transcripts for a period of six (6) years after final payment. Copies of applicable records shall be made available upon request. Payment for costs of copies is reimbursable by State. 17.Agency certifies and represents that the individual(s) signing this Agreement has been authorized to enter into and execute this Agreement on behalf of Agency, 4 Agency/State Agreement No. 30658 under the direction or approval of its governing body, commission, board, officers, members or representatives, and to legally bind Agency. 18. Agency's Project Manager for this Project is Mike Faught, Public Works Director, 20 East Main Street, Ashland, OR 97520, 541-552-2411, faughtm@ashland.or.us, or assigned designee upon individual's absence. Agency shall notify the other Party in writing of any contact information changes during the term of this Agreement. STATE OBLIGATIONS 1. State grants authority to Agency to enter upon State right of way for the construction of this Project as provided for in miscellaneous permit to be issued by State District 8 Office. 2. State's local District Office and Project Manager shall review and must concur in the plans prepared by Agency before the Project is advertised for a construction contract or before construction begins if Agency forces shall perform the work. 3. Upon notification from Agency, State shall conduct or assist Agency with final technical inspection of the completed Project. 4. Upon receipt of notification that the Agency is prepared to proceed with the development of Project, State shall deposit with Agency the sum of $88,950 in state funds, such amount being equal to one hundred (100) percent of the State's share of the estimated Project costs. Should final Project costs exceed the original estimate, extra costs shall be borne by Agency; the maximum amount of State involvement is $88,950. 5. 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 current biennial budget. 6. State's Project Manager for this Project is Kelli Sparkman, Local Agency Liaison, 100 Antelope Road, White City, OR 97503, 541-774-6383, kelIi.sparkman@odot.state. or.us, or assigned designee upon individual's absence. State shall notify the other Party in writing of any contact information changes during the term of this Agreement. GENERAL PROVISIONS 1. This Agreement may be terminated by mutual written consent of both Parties. 2. State may terminate this Agreement effective upon delivery of written notice to 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. 5 Agency/State Agreement No. 30658 b. If Agency fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement in accordance with its terms, and after receipt of written notice from State fails to correct such failures within ten (10) days or such longer period as State may authorize. c. If State fails to receive funding, appropriations, limitations or other expenditure authority sufficient to allow State, in the exercise of its reasonable administrative discretion, to continue to make payments for performance of this Agreement. d. If federal or state laws, regulations or guidelines are modified or interpreted in such a way that either the work under this Agreement is prohibited or State is prohibited from paying for such work from the planned funding source. 3. Any termination of this Agreement shall not prejudice any rights or obligations accrued to the Parties prior to termination. If any funds are remaining from the advance deposit, they shall be refunded to State. 4. If any third party makes any claim or brings any action, suit or proceeding alleging a tort as now or hereafter defined in ORS 30.260 ("Third Party Claim") against State or Agency with respect to which the other Party may have liability, the notified Party must promptly notify the other Party in writing of the Third Party Claim and deliver to the other Party a copy of the claim, process, and all legal pleadings with respect to the Third Party Claim. Each Party is entitled to participate in the defense of a Third Party Claim, and to defend a Third Party Claim with counsel of its own choosing. Receipt by a Party of the notice and copies required in this paragraph and meaningful opportunity for the Party to participate in the investigation, defense and settlement of the Third Party Claim with counsel of its own choosing are conditions precedent to that Party's liability with respect to the Third Party Claim. 5. With respect to a Third Party Claim for which State is jointly liable with Agency (or would be if joined in the Third Party Claim), State shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Agency in such proportion as is appropriate to reflect the relative fault of State on the one hand and of Agency on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of State on the one hand and of Agency on the other hand shall be determined by reference to, among other things, the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. State's contribution amount in any instance is capped to the same extent it would have been capped under Oregon law, including the Oregon Tort Claims Act, ORS 30.260 to 30.300, if State had sole liability in the proceeding. 6 Agency/State Agreement No. 30658 6. With respect to a Third Party Claim for which Agency is jointly liable with State (or would be if joined in the Third Party Claim), Agency shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by State in such proportion as is appropriate to reflect the relative fault of Agency on the one hand and of State on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of Agency on the one hand and of State on the other hand shall be determined by reference to, among other things, the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. Agency's contribution amount in any instance is capped to the same extent it would have been capped under Oregon law, including the Oregon Tort Claims Act, ORS 30.260 to 30.300, if it had sole liability in the proceeding. 7. The Parties shall attempt in good faith to resolve any dispute arising out of this Agreement. In addition, the Parties may agree to utilize a jointly selected mediator or arbitrator (for non-binding arbitration) to resolve the dispute short of litigation. 8. This Agreement may be executed in several counterparts (facsimile or otherwise) all of which when taken together shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same counterpart. Each copy of this Agreement so executed shall constitute an original. 9. 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 State 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 a Party to enforce any provision of this Agreement shall not constitute a waiver by a Party 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. 7 Agency/State Agreement No. 30658 CITY OF ASHLAND, by and through its STATE O ON, by and through elected officials its De of T nspo71 on By B gion 3 Manager Date 117 By • Date Date r 1k APPROVAL RECOMMENDED APPROVED AS TO LEGAL By SUFFICIENCY (If required in Agency DisX8 anager process) BY Z~ Date Agency ounsel v^7 Date Agency Contact: Mike Faught Public Works Director 20 East Main Street Ashland, OR 97520 541-552-2411 faughtm@ashland.or.us State Contact: Kelli Sparkman Local Agency Liaison 100 Antelope Road White City, OR 97503 541-774-6383 Kelli.sparkman@odot.state.or.us 8 Agency/State Agreement No. 30658 EXHIBIT A CITY HIGHWAY HWY NAME MILEPOINT CROSS STREET ASHLAND 063 OR 99 LITHIA WAY 19.17 OAK ST. ASHLAND 063 OR 99 LITHIA WAY 19.21 PIONEER AVE. ASHLAND 063 OR 99 LITHIA WAY 19.32 FIRST ST. ASHLAND 063 OR 99 LITHIA WAY 19.37 N SECOND ST. ASHLAND 063 OR 99 LITHIA WAY 19.45 3RD ST ASHLAND 063 OR 99 MAIN ST. 19.19 OAK ST. ASHLAND 063 OR 99 MAIN ST. 19.23 PIONEER ST. ASHLAND 063 OR 99 MAIN ST. 19.32 FIRST ST. ASHLAND 063 OR 99 MAIN ST. 19.40 2ND ST. ASHLAND 063 OR 99 MAIN ST. 19.46 GRESHAM ST. 9 CITY OF ASHLAND NOTICE OF TRANSMITTAL TO: Barbara Christensen DATE: 9-17-2015 PROJECT: JOB NO.: SUBJECT: THE FOLLOWING ITEMS ARE BEING SENT TO YOU: ENCLOSED X UNDER SEPARATE COVER REMARKS: Original signature IGA #30658 for the Ashland ADA Ramp Improvements for safe keeping. Department of Public Works c7f By: Scott A. Fleury Title: Engineering Services Manager PUBLIC WORKS Tel: 541-488-5587 20 E. Main Street Fax: 541-488-6006 Ashland, Ore on 97520 TTY: 800-735-2900 www.ashland.or.us