HomeMy WebLinkAboutPine Street Improvements - 32403Misc. Contracts and Agreements
No. 32403
COOPERATIVE IMPROVEMENT AGREEMENT
East Pine Street 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 collectively as "Party" or
"Parties."
RECITALS
1. East Pine Street, 2nd Street, 3rd Street and 4d' Street are part of the city street
system under the jurisdiction and control of city.
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 ORS 810.210, State is authorized to determine the
character or type of traffic control devices to be used, and to place or erect them
upon state highways at places where State deems necessary for the safe and
expeditious control of traffic. No traffic control devices shall be erected, maintained,
or operated upon any state highway by any authority other than State, except with
its written approval. Traffic signal work on this Project will conform to the current
State standards and specifications.
4. By the authority granted in ORS 366.425, 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.
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
Under such authority, Agency is constructing signal improvements on East Pine
Street, State will be providing inspections and turn -on services to Agency,
hereinafter referred to as "Project". The Project includes inspections and turn -on
services for the removal of traffic signals at East Pine Street at 3`d Street and 4d'
Street and installation of traffic signals at East Pine Street at 2nd Street and 4d'
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Street. 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. The Project will be financed in Agency funds. State's estimated cost of the Project,
listed under STATE OBLIGATIONS, Paragraph 4 is $10,000 in Agency funds. The
estimate for the total Project cost is subject to change. Agency shall be responsible
for any Project costs beyond the estimate.
3. The term of this Agreement shall begin on the date all required signatures are
obtained and shall terminate upon completion of the Project and final payment or
ten (10) calendar years following the date all required signatures are obtained,
whichever is sooner.
AGENCY OBLIGATIONS
1. Agency shall provide ODOT with construction plans and specifications. Agency
shall work cooperatively with ODOT, to develop the Project plans and specifications
and seek consensus regarding the Project plans and specifications.
2. Agency shall be responsible for all costs of this Project.
3. Agency, or its consultant's, electrical inspectors shall possess a current State
Certified Traffic Signal Inspector certificate, in order to inspect electrical installations
operated by the State. The State District Permitting Office shall verify compliance
with this requirement prior to construction.
4. 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 $10,000 for the Project, said amount
being equal to the estimated total cost for the work performed by State at Agency's
request under State Obligations paragraph 4. Agency agrees to make additional
deposits as needed upon request from State.
5. Upon completion of the Project and receipt from State of an itemized statement of
the actual total cost of State's participation for the Project, Agency shall pay any
amount which, when added to Agency's advance deposit, will equal 100 percent of
actual total State costs for the Project. Any portion of said advance deposit which is
in excess of the State's total costs will be refunded or released to Agency.
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. 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.
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7. 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.
8. 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.
9. 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 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.
10. 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.
11.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
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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.
12.Agency shall construct the Project in accordance with the requirements of ORS
276.071 including the public contracting laws within ORS Chapters 279A, 279B and
279C.
13.If Agency chooses to assign its contracting responsibilities to a consultant or
contractor, Agency shall inform the consultant or contractor of the requirements of
ORS 276.071, to ensure that the public contracting laws within ORS Chapters 279A,
279B and 279C are followed.
14.Agency/Developer or its contractor shall follow the Oregon Locate Laws (ORS 757
and OAR 952).
15. Agency grants State the right to enter onto Agency right of way for the performance
of duties as set forth in this Agreement.
16.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.
17.Agency's Project Manager for this Project is Matt Samitore, Public Works Director,
140 S Third Street, Central Point, OR 97502, 541-664-7602 x 205,
matt.samitore@centralpointoregon.gov, 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 shall provide Agency and/or its contractors documentation requirements and a
flow -chart which outlines the signal construction and tum on process at the pre -
construction meeting.
2. State shall, upon execution of the agreement, forward to Agency a letter of request
for an advance deposit or irrevocable letter of credit in the amount of $10,000 for
payment of Project. Requests for additional deposits shall be accompanied by an
itemized statement of expenditures and an estimated cost to complete Project.
3. Upon completion of the Project, State shall either send to Agency a bill for the
amount which, when added to Agency's advance deposit, will equal 100 percent of
the total state costs for Project or State will refund to Agency any portion of said
advance deposit which is in excess of the total State costs for Project.
4. State shall be responsible for inspection, turn -on and signal timing.
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Agreement No. 32403
5. State's Project Manager for this Project is Dan Dorrell, Traffic Operations Engineer,
100 Antelope Road, White City, OR 97503, 541-774-6354,
dan.w.dorrell@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
Agency and State agree that the maintenance and power for the signals located at
East Pine Street and 2nd Street and East Pine Street and 4u' Street will be outlined in
State's Misc. Contracts and Agreements No. 32418.
2. This Agreement may be terminated by mutual written consent of both Parties.
3. 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 ten (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.
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.
4. Any termination of this Agreement shall not prejudice any rights or obligations
accrued to the Parties prior to termination.
5. 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 Parry 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
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Agreement No. 32403
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.
6. 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.
7. 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.
8. 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.
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 of this Agreement so executed shall constitute an original.
10.This Agreement and attached exhibits constitute the entire agreement between the
Parties on the subject matter hereof. There are no understandings, agreements, or
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Agreement No. 32403
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.
CITY OF CENTRAL POINT, by and through
its elected fficials
Date kk—Z1--\—I
By
Date
APPROVED AS TO LEGAL SUFFICIENCY
By
Coun4-----.)
Date � � ` Z O —kl
Aaencv Contact:
Matt Samitore
Public Works Director
140 S Third Street
Central Point, OR 97502
541-664-7602)t 205
Matt.samitoreCeentralpointomgon.gov
7
STATE OF O ON, by and through
its Depa nt o ranspo n
By rtYl �--
Res;!OK3 Manager /
Date /1'1 7,/7
APPROVAL RECPMMENUED
By
Reg n 3 Tra�'ic Manager
Date ��- Z - 1-7
BY ^ Ilk,Reg n 3 ElectriCIPAWHOr
Date 11 — 17
State Contact:
Dan Dorrell
Traffk: Operations Engineer
100 Antelope Road
White City, OR 97502
541-774-6354
Dan.w.dorrell@odot.state.or.us
Agency/State
Agreement No. 32403
EXHIBIT A — Project Location Map
P
Project Location
45
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