HomeMy WebLinkAboutImprovement Agreement I-5 Off RampMisc. Contracts and Agreements
No. 31190
COOPERATIVE IMPROVEMENT AGREEMENT
14* Exit 33 Off -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 CENTRAL POINT, acting by and through its elected officials,
hereinafter referred to as "Agency," both herein referred to individually or coll4dively as
"Party" or "Parties.'
RECITALS
1. Interstate 5 (Pacific Highway No. 1, 1-5) Exit 33, is a part of the state highway system
under the jurisdiction and control of the Oregon Transportation Commission (OTC).
2. By the authority granted In Oregon Revised Statutes (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.
3. By the authority granted in ORS63 6.425, State may accept deposits of money or an
irrevocable letter of credit from any county, city, road district, person, firm, or
corporation for the performance of work on any public highway within the State.
When said money or a letter of credit is deposited, State shall proceed with the
Project. Money so deposited shall be disbursed for the purpose for which it was
deposited.
4. Agency approved a Conditional Use Permit to construct a Costco Store on Table
Rock Road. (Agency Decision) That approval Included a condition that requires
construction of improvements to the northbound off -ramps at Exit 33. That Agency
Decision was appealed by citizens to the Land Use Board of Appeals (LUBA).
LUBA 2016-042. On September 22, 2016, LUBA affirmed the Agency Decision.
Petitioners have appealed the LUBA decision to the Court of Appeals where it is
currently pending.
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 State shall design and construct
Improvements to f-5, Exit 33, hereinafter referred to as "Project." The Project
includes a duet right -tum lane at the 1-5, Exit 33 northbound off -ramp 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.
Key No. 19789
99.30-1s
Agency/State
Agreement No. 31190
2. If the project is designed with curbs or a pedestrian activated signal the Parties
agree:
a. That curb ramps will be designed and constricted and those curb ramps and
pedestrian -activated signals comply with the Americans with Disabilities Act
of 1990 (ADA) by meeting current ODOT Highway Design Manual standards.
b. Follow ODOT's processes for design, modification, or construction of curb
ramps and pedestrian -activated signals, including using the ODOT Highway
Design Manual, ODOT Design Exception process, ODOT Standard Drawings,
ODOT Construction Specifications, and current ODOT Curb Ramp Inspection
form.
c. At Project completion, complete an ODOT Curb Ram Inspection Form 734-
5020 for each curb ramp constructed, modified, or improved as part of the
Project. The completed form Is the documentation required to show that each
curb ram Is constructed to ODOTs standards and is ADA compliant. Slate's
fillable Curb Ramp Inspection Form and Instructions are available at the
following address;
http,/iwww.oreaon.cove/ODOT/HWY/CONSTRUCTION/PaoestHwvConstFol
msl.asox
3. The Project will be financed at an estimated cost of $967,000 in federal funds, state
funds and local Agency contribution of $500,000. The estimate for the total Project
cost is subject to change.
4. The Project will be conducted as a part of the Federal -Aid Surface Transportation
Program (STP) under Title 23, United Stales Code. The total STP Flexible funds are
limited to $419,039, with State providing the required match and any non-
participating costs, including all costs in excess of the available federal STP Flexible
funds. The Project will be financed with STP funds at the maximum allowable federal
participating amount, which Is 89.73 percent
S. State will submit the requests for federal funding to Federal Highway Administration
(FHWA). The federal funding for this Project Is contingent upon approval by the
Federal Highway Administration (FHWA). Any work performed prior to acceptance
by FHWA or outside the scope of work will be considered nonparticipating and paid
for at Agency expense.
8. State considers Agency a subrecipient of the federal funds it receives as
reimbursement under this Agreement. The Catalog of Federal Domestic Assistance
(CFDA) number and title for this Project is 20.205, Highway Planning and
Construction.
7. This Agreement shall become effective 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 facilities constructed as part of the Project
The useful Ufa is defined as twenty (20) calendar years. The Project shall be
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Agency/State
Agreement No. 31100
completed within ten (10) calendar years following the date of final execution of this
Agreement by both Parties.
AGENCY OBLIGATIONS
1. Agency shall upon receipt of a fully executed copy of this Agreement and upon a
subsequent letter of request from State, forward to State an advance deposit or
irrevocable letter of credit In the amount of $500,000 for the Project. Said deposit
may be requested by State approximately 4-6 weeks prior to Project bid opening.
2. 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 Llabilky 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.
3. 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.
4. 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 (or completion of
Project -- If applicable.) Copies of applicable records shall be made available upon
request. Payment for costs of copies is reimbursable by State.
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 Riahts 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 A.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 certifies and represents that the individual(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.
Agency/State
Agreement No. 31190
7. Agency's Project Manager for this Project is Chris Clayton, City Manager, Central
Point, 140 South 3 Street, Central point, OR 975002, 541-884-3321,
Chris.Clayton@centrelpointoregon.gov, or assigned designee upon individual's
absence. Agency shall notgy the other Party in writing of any contact information
changes during the term of this Agreement.
STATE OBLIGATIONS
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 Imitation of the current biennial budget.
2. State shall, fbilowing execution of the agreement and approxknatelly 4-8 weeks prior
to Project bid opening, forward to Agency a letter of request for an advance deposit
or irrevocable letter of credit In the amount of $500,000 for payment of the Project.
3. State, or Its consultant, shall conduct the necessary field surveys, environmental
studies, traffic investigations, preliminary engineering and design work required to
produce and provide final plans, specifications and cost estimates for the highway
Project; Identify and obtain all required permits; perform all construction engineering,
including all required materials testing and quality documentation; prepare all bid
and contract documents; advertise for construction bid proposals; award all
contracts; pay all contractor coats, provide technical Inspection, project management
services and other necessary functions for sole administration of the construction
contract entered into for this Project.
4. State shall cause to be relocated or reconstructed, all privately or publicly owned
utility conduits, lines, poles, mains, pipes, and afi other such facilities of every kind
i and nature where such relocation or reconstruction is made necessary by the plans
of the Project in order to conform the utilities and other facilities with the plans and
i the ultimate requirements for the portions of the Project which are on 1-5, Exit 33.
5. State's Project Manager for this Project is Stephanie Bentea, Project Manager, 3500
NW Stewart Parkway, Roseburg, OR 97470, 541-957-3542,
Stephanie.l.benteaaodot.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. This Agreement may be terminated by either party If the Court of Appeals does not
affirm Agency Decision or If the Oregon Supreme Court accepts further review of the
appeal. Termination is effective upon delivery of written notice to the other party.
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Agency/State
Agreement No. 31190
3. In the event this Agreement is terminated prior to construction of the Improvements,
State shall refund or release Agency's advance deposit of $500,000 within ten (10)
i days of termination.
4. 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
i time specified herein or any extension thereof.
I
b. If Agency fells to perform any of the other provisions of this Agreement,
or so falls 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 Agency falls to provide payment of Its share of the cost of the Project.
d. If State fads to receive funding, appropriations, limitations or other
expenditure authority sufiident 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.
i 5. Any termination of this Agreement shall not prejudice any rights or obligations
accrued to the Parties prior to termination.
i 0. If any third party makes any claim or brings any action, suit or proceeding alleging a
tort as now or hereafter defined In ORS 30.280 ('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 delver 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.
7. 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 attomeys' fees), judgments, fines and amounts paid in
Agency/State
Agreement No. 31190
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.
8. 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 30.280 to 30.300, If It had sole liability in the proceeding.
9. The Partlea 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.
10.This Agreement may be executed in several counterparts (facsMite 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 some counterpart. Each
copy of this Agreement so executed shall constitute an original.
11. 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.
n
Agency/State
Agreement No. 31190
THE PARTIES, by execution of this Agreement, hereby adurowledge that their signing
representatives have read this Agreement, understand it, and agree to be bound by Its
lerms and oonditions.
This Project Is In the 2015-2018 Statewide Transportation Improvement Program
(STIP), (Key #19789) that was adopted by the Oregon Transportation Commission on
December 18, 2014 (or subsequently by amendment to the STIP).
CITY OF CENTRAL POINT, by and through STATE OF OREGON, by and through
elected officia/ls .
Its t of Transportation
By ✓� ✓
Date /8/��
Highway Won Administrator
are
By ieii�)
`
Date / of //el //6
APPROVAItRECODED
/ �
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APPROVED AS TO LEGAL SUFFICIENCY
Reo16n 3 Manager
By '�'
Date 1'e v9•/ 4
CounselBy
/{ , _
Date 12^ Fi^
District 8 Area Manager
Aaencv Contact:
Date /,2
Chris Clayton
Cly Manager.
APPROVED AS TO LEGAL
140 South and Street
SUFFICIENCY
Central Point, OR 97502
541.884.3321
By: Bonnie Hekch
Chrk.Clayton@cankalpoinloregon.gov
Assistant Attorney General
Stab Contact:
Date: Octotrer 24.2018
Art Anderson
DkWd 8 Area Manager
100 Antelope Road
White City, OR 97503
541-774-03j9
Arthur.h.ardeman®odot.state.or.us
Agency/State
Agreement No. 31190
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