HomeMy WebLinkAbout2007-010 Project Agrmt - State of Oregon
Misc. Contracts and Agreements
No. 23840
WALKWAY/BIKEWAY PROJECT AGREEMENT
2008-2009 Pedestrian and Bicycle Program Grant
Railroad Crossing
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."
RECIT ALS
1. East Main Street is a part of the city street system under the jurisdiction and control
of Agency. East Main Street intersects with railroad tracks under the jurisdiction and
control of Central Oregon and Pacific Railroad.
2. By the authority granted in ORS 366.514, funds received from the State Highway
Trust Fund are to be expended by the State and the various counties and cities for the
establishment of footpaths and bicycle trails. For purposes of Article IX, Section 3(a),
of the Oregon Constitution, the establishment and maintenance of such footpaths and
bicycle trails are for highway, road, and street purposes when constructed within the
right of way.
3. By the authority granted in ORS 190.110, 366.572 and 366.576, State may enter into
cooperative agreements with counties, cities and units of local governments for the
performance of work on certain types of improvement projects with the allocation of
costs on terms and conditions mutually agreeable to the contracting parties.
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 design and construct a bicycle and
pedestrian railroad crossing, hereinafter referred to as "Project." The location of the
Project is approximately as shown on the sketch map attached hereto, marked
"Exhibit A," and by this reference made a part hereof.
2. Agency has determined that the total cost of the Project is estimated to be $130,000.
State shall fund the Project in an amount not to exceed $100,000. Agency's portion of
the Project cost is $30,000. Agency shall be responsible for any portion of the Project
which is not covered by State funding.
3. The work is to begin upon execution of this Agreement by all parties and be
completed no later than October 31, 2009. This agreement shall terminate upon
completion of construction and final payment, or five calendar years from date of final
City of Ashland/State
Agreement No. 23840
signature, whichever is sooner, unless extended by a fully executed amendment.
Maintenance responsibilities shall survive any termination of this agreement.
AGENCY OBLIGATIONS
1. 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.
2. Agency shall submit a copy of the plans and specifications to State through the State's
Bicycle and Pedestrian Program Manager for review and concurrence prior to
advertising for a construction contract or prior to construction, if Agency forces will
perform the construction work. Concurrence must be received from State prior to
proceeding with the Project. The Project design, signing, and marking shall be in
conformance with the current Oregon Bicycle and Pedestrian Plan.
3. Agency shall, upon completion of Project, submit to State Bicycle and Pedestrian
Program Manager an itemized statement of the final actual total cost of the Project.
4. Agency represents that this Agreement is signed by personnel duly authorized to do
so by the Ashland City Council.
5. 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 Riqhts Act of 1964; (ii) Title V and Section 504 of the Rehabilitation
Act of 1973; (iii) the Americans with Disabilities Act of 1990 and ORS 659A.142; (iv)
all regulations and administrative rules established pursuant to the foregoing laws;
and (v) all other applicable requirements of federal and state civil rights and
rehabilitation statutes, rules and regulations.
6. Agency shall not enter into any subcontracts for any of the work scheduled under this
Agreement without obtaining State's prior written approval.
7. Agency shall require its contractor to indemnify State and name State as a third
party beneficiary of the resulting contract and shall carry at a minimum personal
injury and property damage insurance with a single limit of $1,000,000 for all claims
arising out of a single accident or occurrence. Agency shall also ensure that the
contractor provides an additional $1,000,000 excess insurance coverage over the
basic $1,000,000 coverage. Each annual aggregate limit shall not be less than
$2,000,000 when applicable. The contractor shall include Agency and State as
named insured on policies issued for this Project, or shall furnish an additional
insured endorsement naming the same as additional insured to the contractor's
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City of Ashland/State
Agreement No. 23840
existing public liability and property damage insurance. The certificate of insurance
shall include the State of Oregon, Transportation Commission and its members,
Department of Transportation, officers and employees as additional insured.
Agency shall provide a copy of the certificate to State prior to construction of the
Project. The insurance coverage shall not be amended, altered, modified or
cancelled insofar as the coverage contemplated herein is concerned without at least
30 days' prior written notice.
8. Agency shall indemnify, defend, save, and hold harmless the State of Oregon, the
Oregon Transportation Commission and its members, the Oregon Department of
Transportation, their officers, agents, and employees from and against any and all
claims, suits, actions, losses, damages, costs, expenses, and liabilities of any nature
whatsoever resulting from, arising out of, or relating to the activities of Agency or its
officers, employees, subcontractors, or agents under this A!~reement.
9. Notwithstanding the foregoing defense obligations under paragraph 10 above,
neither Agency nor any attorney engaged by Agency 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 is prohibited from defending the State of Oregon, or that
Agency 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 any
claims it may have against Agency if the State of Oregon elects to assume its own
defense.
10. Agency shall be responsible for all costs not covered by State funding. State funding
is limited to $100,000.
11. Agency shall be responsible for all costs and expenses related to its employment of
individuals to perform the work under this Agreement, including without limitation,
retirement system contributions, workers' compensation, unemployment taxes, and
state and federal with holdings.
12. 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. Agency shall ensure that each of its subcontractors complies with
these requirements.
13. Agency shall, upon completion of Project, maintain the Project at its own cost and
expense, and in a manner satisfactory to State.
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City of Ashland/State
Agreement No. 23840
STATE OBLIGATIONS
1. State's Bicycle and Pedestrian Program 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. State's Bicycle and
Pedestrian Program office shall process all billings submitted by Agency.
2. Upon receipt of notification that the Agency is prepared to proceed with the
development of Project, State shall provide to Agency an advance deposit in the sum
of $50,000, such amount being equal to 50 percent of the State's share of the
estimated Project costs. Upon completion of Project, inspection and approval by State
staff, and receipt from Agency of an itemized statement of the actual total cost of the
Project, State shall deposit with Agency a final payment, the sum of $50,000, such
amount being equal to 50 percent of the State's share of the estimated Project costs.
When added to the advance deposit, the final deposit will equal the State's share of
the originally estimated Project cost of $130,000. Should final Project costs exceed
the original estimatEl, extra costs shall be borne by Agency; the maximum amount of
State reimbursement is $100,000. If final Project costs are less than original estimate,
State shall deposit with Agency a final payment in an amount which, when added to
the advance deposit, would equal the State's proportionate share of the originally
estimated costs, based on a percentage calculated using State share and local match.
1. 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.
GENERAL PROVISIONS
1. This Agreement may be terminated by mutual written consent of the 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.
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 10 days or such
longer period as State may authorize.
c. If Agency fails to provide payment of its share of the cost of the Project.
4
City of Ashland/State
Agreement No. 23840
d. If State fails to receive funding, appropriations, limitations or other
expenditure authority sufficient to allow State, in the exercise of its
reasonable administrative discretion, to continue to make payments for
performance of this Agreement.
e. If federal or state laws, regulations or guidelines are modified or
interpreted in such a way that either the work under this Agreement is
prohibited or State is prohibited from paying for such work from the
planned funding source.
3. 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. 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 three
years after final payment. Copies of applicable records shall be made available
upon request. Payment for costs of copies is reimbursable by State.
5. 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.
6. 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.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the day and year
hereinafter written.
The Oregon Transportation Commission on June 18, 2003 approved Delegation Order
No.3, Paragraph 12, which authorizes the Director and Deputy Director, Highways to
approve and execute all agreements pertaining to OTC-approved local grant program
agreements for bicycle and pedestrian projects.
5
City of Ashland/State
Agreement No. 23840
On July 7, 2005 the Director and Deputy Director, Highways approved Subdelegation
Order No.4, Paragraph 10, in which the Director and Deputy Director, Highways,
delegates authority to the Technical Services Manager/Chief Engineer to approve and
execute all agreements pertaining to OTC-approved local grant program agreements for
bicycle and pedestrian projects.
CITY OF ASHLAND, by and through its
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1/7/07
STATE OF OREGON, by and through
its Department of Transportation
By
Technical Services Manager/Chief Engineer
Date
APPROVAL RECOMMENDED
Title
By
Bicycle/Pedestrian Program Manager
Date
Date
APPROVED AS TO LEGAL
SUFFICIE CY / "/ //..--
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By
Region 3 Manager
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Date
By
District 8 Manager
Date
Agency Contact:
Paula Brown
Public Works
20 East Main
Ashland OR 97520
. APPROVED AS TO LEGAL
SUFFICIENCY
By
Assistant Attorney General
Date
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