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HomeMy WebLinkAboutFlexible Service Agreement - ODOTMisc. Contracts and Agreements No 32423 FLEXIBLE SERVICE MAINTENANCE AGREEMENT City of Central Point 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 By the authority granted in Oregon Revised Statute (ORS) 190.110, 366.572, 366.574 and 366.576, State may enter into cooperative agreements with the counties, cities and units of local governments for the performance of work on certain types of maintenance or improvement projects with the allocation of costs on terms and conditions mutually agreeable to the contracting parties 2. State and Agency have determined that it is both to their mutual benefit and to the general public's benefit if they jointly utilize State and Agency highway maintenance resources, including equipment and operators. 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 desire to enter into this Agreement to share road and highway maintenance services including patching, shouldering, ditching, sweeping, vegetation control, brushing, signing, landscaping, striping, bridge repair, guardrail repair, winter maintenance activities, hazardous material spills, and drainage. 2 The tasks associated with the highway maintenance responsibilities referred to above are as defined in the current editions of the Oregon Department of Transportation's Maintenance Guide and the Routine Road Maintenance Water Quality and Habitat Guide Best Management Practices Manual, which are herein incorporated by reference and located at the following address: http://www oregon aov/ODOT/HWY/OOM/Pages/publications.aspx a The Oregon Department of Transportation Maintenance Guide includes the Activity numbers Other maintenance services may be included as defined on the Work Order Authorization 04-13-15 Agency/State Agreement No. 32423 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. This Agreement may be modified by mutual consent of both Parties and upon execution of amendments to this Agreement stating said modifications. 4 The total financial obligation for both Parties will not exceed $375,000 during the term of this Agreement, as further specified herein below. 5. If the total cost of this Agreement or individual Work Order Authorization exceeds $150,000, the Department of Justice must review and approve any amendments and/or Work Order Authorizations prior to performance of any work SCOPE OF WORK 1. State's Transportation Maintenance Manager may request maintenance services from Agency on an as -needed basis for work performed on State-owned and maintained highways and highway right of way. Maintenance service requests shall be a written request in the form of a Work Order Authorization, attached hereto as Exhibit A and made a part of this Agreement. The Work Order Authorization may be signed by State's Transportation Maintenance Manager. Each Work Order Authorization that is issued pursuant to this Agreement shall became a part of this Agreement. Both Parties shall sign the Work Order Authorization before commencement of work. An original signed Work Order Authorization shall be completed and returned to the originating Party within ten (10) business days. 2. Agency may request maintenance services from State on an as -needed basis for work performed on Agency -owned and maintained streets. Maintenance service requests shall be a written request in the form of a Work Order Authorization, as shown on Exhibit A. The Work Order Authorization may be signed by the Agency Public Works Director. Each Work Order Authorization that is issued pursuant to this Agreement shall become a part of this Agreement Both Parties shall sign the Work Order Authorization before commencement of work. An original signed Work Order Authorization shall be completed and returned to the originating Party within ten (10) business days. 3. State shall provide instructions to Agency employees concerning work to be performed under the Work Order Authorization, and Agency shall direct and supervise its employees who are assigned to assist State 4. Agency shall provide instructions to State's employees concerning work to be performed under the Work Order Authorization, and State shall direct and supervise its employees who are assigned to assist Agency Agency/State Agreement No. 32423 REIMBURSEMENT TO STATE 1 On a monthly basis, State shall submit invoices to Agency for actual costs incurred for work performed and equipment rentals under this Agreement. Agency shall reimburse State for equipment and services based on the State's rates used for its internal financial management of personnel and equipment adopted and in existence at the time of work being performed. Payment shall be made within forty- five (45) calendar days from receipt of the invoice. Invoices shall be submitted to City of Central Point, Public Works, 140 S. Third Street, Central Point, OR 97502. 2. Under no condition shall Agency's total obligation for payments exceed $187,500 during the term of this Agreement. REIMBURSEMENT TO AGENCY 1 On a monthly basis, Agency shall submit invoices to State for actual costs incurred for work performed and equipment rentals under this Agreement. State shall reimburse Agency for equipment and services based on the Agency's rates used for its internal financial management of personnel and equipment adopted and in existence at the time of work being performed. Payment shall be made within forty- five (45) calendar days from receipt of the invoice. Invoices shall be submitted to: Department of Transportation, Assistant District Manager, 100 Antelope Road, White City, OR 97503. 2. Under no condition shall State's total obligation for payments exceed $187,500 during the term of this Agreement. EXPENDITURE AUTHORIZATION 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 the current biennial budget. State shall not be indebted or liable for any obligation created by this Agreement in excess of the debt limitation of Article XI, Section 7, of the Oregon Constitution. State shall not assume any debts of Agency in violation of Article XI, Section 8, of the Oregon Constitution. 2. Agency certifies, at the time this Agreement is executed, that sufficient funds are available and authorized for expenditure to finance costs of this Agreement within Agency's current appropriation or limitation of the current biennial budget. Agency shall not be indebted or liable for any obligation created by this Agreement in excess of the debt limitation of Article XI, Section 10, of the Oregon Constitution. Agency/State Agreement No. 32423 3. Neither State nor Agency shall be liable for any expenditure under this Agreement without proper appropriation pursuant to ORS Chapter 291 and ORS Chapter 294 respectively. 4. The Work Order Authorization form for State may be signed by State Work Order Coordinator, Assistant District 8 Manager, Jeremiah Griffin, 100 Antelope Road, White City, OR 97503, 541-774-6352, Jeremiah m.griffin@odot.state.or.us, or assigned designee upon individuals absence 5 The Work Order Authorization form for Agency may be signed by Agency Work Order Coordinator, Public Works Director, Matt Samitore, 140 S Third Street, Central Point, OR 97502, 541-664-7602 x 205, matt.samitore@centralpointoregon.gov, or assigned designee upon individuals absence. EQUIPMENT AND SERVICES 1. Each Party shall make available to the other Party vehicles, equipment, machinery, employees, related items and services in the manner and on the terms and conditions provided herein. 2 Services and equipment shall be provided upon reasonable request at mutually convenient times and locations. Each Party retains the right to refuse to honor a request if the services or equipment are needed for other purposes, if providing the equipment would be unduly inconvenient or if for any other reason the Party determines in good faith that it is not in its best interest to provide a particular item or service at the requested time It is up to the discretion of the Party providing the equipment ("owner") whether an operator is provided with the equipment. 3. The Party receiving the equipment ("user") shall take proper precaution in its operation, storage, and maintenance. Equipment shall be used only for its intended purpose. User shall permit the equipment to be used only by properly trained and supervised operators and shall be responsible for equipment repairs necessitated by misuse or negligent operation. User shall perform and document required written maintenance checks prior to and after use and shall provide routine daily maintenance of equipment during the period in which the equipment is in user's possession User shall not, however, be responsible for scheduled maintenance or repairs other than repairs necessitated by misuse or negligent operation 4. If equipment requires repair while in use, a State mechanic and Agency mechanic shall assess the problem and, in consultation with each other, determine which Party is responsible for repair. In the event an agreement cannot be reached, State's District Manager or designee and Agency shall determine the responsible Party. Agency/State Agreement No 32423 5. The entity providing the equipment ("provider") shall endeavor to provide equipment in good working order and to inform user of any information reasonably necessary for the proper operation of the equipment. The equipment, however, is provided "as is", with no representations or warranties as to its fitness for a particular purpose. User shall be solely responsible for selecting the proper equipment for its needs and inspecting equipment prior to use It is acknowledged by the Parties that the provider is not in the business of selling, leasing, renting, or otherwise providing equipment to others and that the Parties are acting only for their mutual convenience and efficiency. 6. The Parties shall provide equipment storage space to each other, at no charge, upon rental request when mutually convenient It is recognized that such storage is for the benefit of the Party requesting it The Party storing the equipment shall be responsible only for providing a reasonably safe and secure area 7. The user is responsible for any damage to rented equipment considered to be beyond normal wear and tear 8. Service and usage times, established for the purpose of record keeping and rental charges, will begin at the time the equipment and operator leave the owner's shop or maintenance yard, and end when the equipment and operator return to the owner's shop or maintenance yard. 9. Both Parties shall use their individual internal rental rates for labor and equipment. These rates may be adjusted only once per State fiscal year. 10.Both Parties shall maintain accurate and up-to-date records of all rentals of equipment and operators. Said records will be kept available for inspection by representatives of each Party for a period of six (6) years following termination of the Agreement. 11. Both Parties shall furnish fuel, maintenance, and insurance for their equipment; however, fuel for vehicles and equipment shall be provided by the user during the period in which the equipment or vehicle is in the user's possession. GENERAL PROVISIONS When the Project scope includes work on sidewalks, curb ramps, or pedestrian - activated signals or triggers an obligation to address curb ramps or pedestrian signals, the Parties shall. a. Utilize ODOT standards to assess and ensure Project compliance with the Americans with Disabilities Act of 1990 (ADA), including ensuring that all sidewalks, curb ramps, and pedestrian -activated signals meet current ODOT Highway Design Manual standards; b. Follow ODOT's processes for design, modification, upgrade, or construction of sidewalks, curb ramps, and pedestrian -activated signals, including using Agency/State Agreement No. 32423 the ODOT Highway Design Manual, ODOT Design Exception process, ODOT Standard Drawings, ODOT Construction Specifications, providing a temporary pedestrian accessible route plan and current ODOT Curb Ramp Inspection form, c. At Project completion, send an ODOT Curb Ramp Inspection Form 734- 5020 to the address on the form as well as to State's Project Manager for each curb ramp constructed, modified, upgraded, or improved as part of the Project. The completed form is the documentation required to show that each curb ramp meets ODOT standards and is ADA compliant. ODOT's fillable Curb Ramp Inspection Form and instructions are available at the following address: htto.//www.oreaon.00v/ODOT/H WY/CONSTRUCTION/Pages/H W VConstFor msl.aspx; and d Promptly notify ODOT of Project completion and allow ODOT to inspect Project sidewalks, curb ramps, and pedestrian -activated signals located on or along a state highway prior to acceptance of Project by Agency and prior to release of any Agency contractor. 2. Agency shall, at its own expense, maintain and periodically inspect any sidewalks, curb ramps, and pedestrian -activated signals on portions of the Project under Agency's maintenance jurisdiction upon Project completion and throughout the useful life of the Project to ensure continuing compliance with the ADA. This provision shall survive termination of this Agreement 3. Both Parties hereby grant the other Party authority to enter onto each other's right of way for the purpose of performing the maintenance services as stated on the Work Order Authorization. 4. Both Parties will only assign personnel to work on each other's right of way that have similar experience on State and Agency right of way. 5. Both Parties acknowledge and agree that each Party, the Oregon Secretary of State's office and the federal government and their duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans and writings of each Party that are pertinent to this Agreement to perform examinations and audits and make excerpts and transcripts Both Parties shall retain and keep all files and records for a minimum of six (6) years following termination of the Agreement. 4. 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, QQ Title V and Section 504 of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 and ORS 659A 142; (iv) Agency/State Agreement No. 32423 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 represents that this Agreement is signed by personnel who have been authorized to do so by Agency. 7. State personnel assigned to assist Agency shall not be considered employees of Agency. Agency personnel assigned to assist State shall not be considered employees of State. Agency and State shall each be responsible for the following items in regard to their own employees: a. Payment of all wages and benefits that its employees are entitled to receive through their employment including, but not limited to, vacation, holiday and sick leave; other leaves with pay; medical, dental, life, and accident insurance; other insurance coverage; overtime; Social Security; Workers' Compensation; unemployment compensation, and retirement benefits. b Withholding Social Security, federal and state taxes, and other regular deductions from wages paid to employees. c. Administration of applicable civil service statutes and rules, classification and compensation plans, collective bargaining agreements, and other laws and agreements governing personnel relations with employees. 8. The Parties to this Agreement are of equal authority. Each Party acts independently in the performance of its obligations and functions under this Agreement, and neither Party is to be considered the agent of the other 9. 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 Parry 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. 10 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 Agency/State Agreement No 32423 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. 11.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. 12.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. 13.All employers, including both Parties, 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 656126. Employers Liability insurance with coverage limits of not less than $500,000 must be included. Both Parties shall ensure that each of their subcontractors complies with these requirements Agency/State Agreement No 32423 14, This Agreement may be terminated by mutual written consent of both Parties, or by either Party, upon thirty (30) calendar days' written notice. Any termination of this Agreement shall not prejudice any rights or obligations accrued to the Parties prior to termination In the event of termination, a Party shall pay any unpaid service and equipment fees incurred up to the date of termination within 45 -calendar days from receipt of the invoice. Said obligation survives termination of this Agreement. 15. Neither Party shall enter into any subcontracts for any of the work scheduled under this Agreement without obtaining prior written approval from the other Party 16.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. 17.This Agreement and attached exhibit 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. 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. Agencpztft ApeowdMa. 52423 CRy O! CERTRAL POOR, by and STATE OF by thmlgh W thmLtffh W I , eIm uft r G.ke� sy If Tuan, By_ l� c/ Date I"r--I S'! 3- F y DbW07 Daae//5�/i+ / r Ode ii. 15 -li APPROVADASTOL2SAL SUFFf Y LWWWK Pine Waft DAaebrr 1q Data_ ` I/—'y >LZ.Oawi 160 S TMrd Sbaat CW" Pabd, OR 67602 5614047002:206 L40.L f.. y,., .. .,, „;n.0av Aoki" C%brW 8 Maea6ar 100 ArWWC Road C6y, OR➢7566 561-774-0r 352 J r lmtLMlMh *odoLata%.sus 10 i EXHIBIT A WORK ORDER AUTHORIZATION ❑ State Requesting to Perform Work ❑ Requesting State to Perform Work Agreement No 32423 Work Order No Under the terms of Agreement No 32423 between the Oregon Department of Transportation (State) and , which is hereby Incorporated by reference, the following Project work is authorized Protect Name [-1 Flexible Maintenance Services State Work Order Coordinator Agency Work Order Coordinator Total Authorized Amt. this Work Order $ Expenditure Acct No: Equipment Rental Fee, Work Order Start Date Work Order End Date. Effective Date: No Work shall occur until signed by all Parties. I State Totals I Expenditure Account No I No. I I A Amount authorized for this Work Order I $ 1 B Amount authorized on prior Work Orders I $ 1 C Total Amount authorized for all Work Orders (A+B=C) $ I 1 D Agreement Not -to -Exceed amount $ I 1 E Amount remaining on Agreement (D -C=E) $ ) SCOPE OF WORK (tasks, hours per task, estimated cost per task, and staff assigned to do the work and their hourly rate. Specify the Party responsible for providing materials and the Party responsible for material costs associated with the Protect or services). Work necessary to complete Protect or services as described in original Agreement scope of work (Indicate which services are to be used by checking appropriate box(es)). Maintenance Services and Equipment Rental (Lost work srrown eeww) ❑ Patching (100-102, 107-108) ❑ Shouldering (111-112, 119) ❑ Ditching (120) ❑ Sweeping (116-117) ❑ Vegetation Control (131) ❑ Striping (140-141, 147) ❑ Winter Maintenance (170-171, 179-181, 192) ❑ Brushing (132-133) ❑ Signing (142-143) ❑ Landscaping (136) ❑ Drainage (121) ❑ Guardrail Repair (151) ❑ Bridge Repair (163, 169) ❑Hazardous Material Spills (149) ❑ Equipment Rental (specify equipment) General Description of Project This Work Order Authorization 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 Work Order Authorization so executed shall constitute an original 11 ACCEPTANCE OF TERMS AND ACTION APPROVED BY STATE I acknowledge and certify that the work in this Work order authorization is within the scope of work of the original Agreement State's (approp title) Date ACCEPTANCE OF TERMS BY LOCAL AGENCY Name / Title Date APPROVED AS TO LEGAL SUFFICIENCY: If work exceeds $150,000, signature required Asst. Attorney General Date cc District q Manager or Transportation Maint. Mgr EXHIBIT A State's Work Order Coordinator Work Order — Local Agency Central Services. Procurement Office (OPO) for Agreement File Rev. 04-08-2008 12