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HomeMy WebLinkAbout2008-198 IGA ODOT Ashland Creek Mural Misc. Contracts and Agreement No. 25126 INTERGOVERNMENTAL AGREEMENT Ashland Creek Bridge, Rogue Valley Highway (Northbound) Bridge Walkway Mural Artwork Maintenance 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", collectively referred to as the "Parties." RECITALS 1. By the authority granted in ORS 190.110 and 283.110, state agencies may enter into agreements with units of local government or other state agencies 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. 2. Agency's Planning Commission approved a Governmental Sign Conditional Use Permit (Planning Action 2008-00813) for the installation of artwork on the underside of Ashland Creek Bridge, Rogue Valley Highway (Northbound), hereinafter referred to as "bridge walkway mural artwork". Agency's conditions of approval include this Agreement to be signed by State and Agency for the maintenance of the bridge walkway mural artwork. 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 wishes to retain the services of Agency to perform maintenance of the bridge walkway mural artwork attached to the underside of Ashland Creek Bridge, Rogue Valley Highway (Northbound). 2. The term of this Agreement shall begin on the date all required signatures are obtained and shall remain in effect for the purpose of ongoing maintenance responsibilities for the useful life of the bridge walkway mural artwork. The useful life is defined as twenty (20) calendar years. AGENCY OBLIGATIONS 1. Agency shall perform routine maintenance and upkeep for the bridge walkway mural artwork. --------rr . r Agency/State Agreement No. 25126 2. Upon thirty (30) day notice from State, Agency shall remove bridge walkway mural artwork for State's routine inspection and maintenance of the Ashland Creek Bridge, Rogue Valley Highway (Northbound). Upon completion of State's inspection, Agency will be notified that the bridge walkway mural artwork can be reinstalled. Agency understands the routine inspection occurs every two years, but could be more frequently, depending on the condition of the Ashland Creek Bridge, Rogue Valley Highway (Northbound). 3. Agency shall conduct all maintenance for the bridge walkway mural artwork according to industry standards. 4. Agency agrees to comply with all federal, state, and local laws, regulations, executive orders and ordinances applicable to the work under this Agreement. 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. 5. Agency shall perform the service under this Agreement as an independent contractor and shall be exclusively 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 contributions, workers compensation, unemployment taxes, and state and federal income tax withholdings. 6. 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. 7. Agency shall, to the extent permitted by the Oregon Constitution and the Oregon Tort Claims Act, indemnify, defend, save, and hold harmless the State of Oregon, Oregon Transportation Commission and its members, Department of Transportation, its officers and employees from any and all claims, suits, and liabilities which may occur in the performance of this Project. The Agency shall assume full responsibility for any and all damage to the murals from water leakage through the bridge deck and any other damage sustained in the execution of maintenance or inspection work on the bridge by State forces. 8. Notwithstanding the foregoing defense obligations under the paragraph 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 2 Agency/State Agreement No. 25126 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 ma~ have against Agency if the State of Oregon elects to assume its own defense. 9. Agency's Project Manager is the Permit Center Manager, City of Ashland, 51 Winburn Way, Ashland, OR 97520; or assigned designee upon individual's absence. STATE OBLIGATIONS 1. State grants Agency the authority to enter State right of way for the maintenance of the bridge walkway mural artwork as provided for in miscellaneous permit to be issued by State District 8 Office. 2. State shall, at least thirty (30) days prior to State's scheduled inspection of the Ashland Creek Bridge, notify Agency to remove bridge walkway mural artwork for State's routine inspection and maintenance. State shall notify Agency when bridge walkway mural artwork can be reinstalled. 3. State's Project manager is District 8 Manager, ODOT Region 3, Rogue Valley Area Office, 100 Antelope Road, White City, OR 97503, or assigned designee upon individual's absence. 4. State reserves the right to remove the bridge walkway mural artwork, if in the judgement of the State, a condition exists in the bridge deck that endangers or potentially endangers the public, including either traffic on the deck or pedestrians under the bridge. State shall notify Agency after removal; Agency will then assume responsibility for the artwork and its re-installation after repairs are made to the bridge. 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: 3 Agency/State Agreement No. 25126 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 ten (10) days or such longer period as State may authorize. 3. Agency acknowledges and agrees that State, the Secretary of State's Office of the State of Oregon, 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. 4. 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. 5. 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. IN WITNESS WHEREOF, the Parties hereto have set their hands as of the day and year hereinafter written. On June 18, 2003, the Oregon Transportation Commission approved Delegation Order No. 4 which delegates to the Director, Deputy Director, Highways, Deputy Director, Central Services and Chief of Staff the authority to approve and execute agreements up to $75,000 not included in the Statewide Transportation Improvement Program or not included in a line item in the biennial budget approved by the Commission. On August 2, 2005, the Director, Deputy Director, Highways and Chief Engineer approved Subdelegation Order No.5, in which the Director, Deputy Director, Highways and Chief Engineer delegate authority to the Region Managers to approve and sign 4 Agency/State Agreement No. 25126 intergovernmental agreements up to $75,000 not included in the Statewide Transportation Improvement Program (STIP) or not included in a line item in the biennial budget approved by the Commission, provided that engineering sufficiency is recommended by the Technical Services Manager/Chief Engineer. City of Ashland elected offici By Date Date )O'~ dJ... - 0 ~ - Agency Contact: Adam Hanks Permit Center Manager City of Ashland Dept. of Community Development 51 Winburn Way Ashland, OR 97520 STATE OF OREGON, by and through its D , ~Of ~ransportation Manager Date l).-/rju b APPROVAL RECOMMENDED ~~ Date // - c r; -0$ BY~ State Bna Engineer Date /1- /y: 0 d REVIEWED FOR STATE BY By Assistant Attorney General Date: 5