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HomeMy WebLinkAboutIGA Library Office Building (2)li ' t INTERGOVERNMENTAL AGREEMENT BETWEEN JACKSON COUNTY AND THE CITY OF CENTRAL POINT s~ THIS IS AN AGREEMENT entered into this ~ day of m~ , 2003, by Jackson County ("County") and the City of Central Point ("Central Point"). -I 1. STATUTORY AUTHORITY A. In accordance with and pursuant to the provisions of ORS Chapter 190, entitled "INTERGOVERNMENTAL COOPERATION", the County is authorized to enter into a written agreement with any other unit of local government for the performance of any or all functions or activities that a party to the agreement has authority to perform. By acceptance of this agreement Central Point certifies that it meets the above criteria for eligibility for such cooperation with the County. B. As a result of this Agreement and pursuant to ORS 190.030, any unit of local government, consolidated department, intergovernmental entity or administrative officers designated herein to perform specified functions or activities is vested with all powers, rights and duties relating to those functions and activities that are vested by law in each separate party to the Agreement, its officers and agencies. 2. RECITAL WHEREAS, A. County passed a bond measure in the May 2000 primary election for capital construction and improvements of the entire county library system, including the Central Point Branch Library; and B. Central Point has requested that the branch library be built on city-owned property identified as assessor's map no. 3 72W 11 BB, TL 800 and 801; and C. Central Point wishes to construct asecond-story "shell" office space above the branch library; and NOW, THEREFORE, for and in consideration of the foregoing and the terms and conditions set forth herein, the parties mutually agree to the following: 3. PURPOSE OF THE AGREEMENT A. The County and Central Point shall proceed with the construction of a new library/office building located at Third and Oak Streets in Central Point, on property identified as assessor's map no. 372W11BB, TL 800 and 801. Intergovernmental Agreement, Jackson County and Central Point Page 1 of 7 B. As used herein, "the project" shall consist of the design and construction of a two-story building with approximately 16,376 square feet of floor space, housing the Central Point branch of the Jackson County Library on the first floor and city office space on the second floor, as well as off-street parking to satisfy city code requirements, landscaping, sidewalks, utilities and hardscape improvements to the property, and any other improvements to the property as may be mutually deemed necessary by the County and Central Point. The project shall also include approximately 1,800 square feet of space to be used as a City Council chamber/meeting room for the City of Central Point. C. The term of this agreement shall commence when it has been approved by the Board of Commissioners of Jackson County and the City Council of Central Point. It shall terminate when a certificate of occupancy has been issued to the County for the branch library and County and Central Point have entered into an Operating Agreement described in paragraph D, below. D. Prior to the termination of this agreement, the County and Central Point shall enter into an agreement delineating shared and separate responsibilities for the operation, maintenance and insurance of the building and grounds. Such an agreement shall provide for County ownership of the first floor of the building and Central Point ownership of the second floor and the land. Such agreement shall ensure that the County may use the portion of the building constructed with the bonds approved of by the voters in the May 2000 election for library purposes until the bonds have been paid in full. Such agreement shall provide for the county to transfer its ownership interest in the building and grounds to the city upon the 30'h anniversary of the commencement of the agreement, at which time the city shall extend to the county a lease agreement in the amount of $ I per year, ensuring the county's continued use of the building for library purposes for a period of not less than 30 years. If the county is still using the building for library space at the end of the lease period and wishes to continue to use the building for that purpose, the County and Central Point shall negotiate in good faith to extend the lease term. The parties shall also work in good faith to implement the Operating Agreement and resolve details not specified in this agreement. 4. SHARED RESPONSIBILITIES A. Costs The County and Central Point shall share all costs of the project that mutually benefit both parties. These costs are identified in the architectural cost estimate prepared by Skelton, Straus and Seibert, Architects and Planners, LLP, and attached hereto as exhibit A. Pursuant to this estimate, the county agrees to make available to the project not less than $1,542,264 (one million, five hundred forty two thousand, two hundred and sixty four dollars) and Central Point agrees to make available to the project not less than $1,895,335 (one million, eight hundred ninety five thousand, three hundred thirty five dollars). Shared costs, as shown in exhibit A, shall be borne in the following ratio: County, 45%; Central Point, 55%. This cost-sharing allocation formula is hereinafter referred to as "the formula." In the absence of any specific language or side agreement to the contrary, all costs shall be shared by the parties under this formula. Intergovernmental Agreement, Jackson County and Central Point Page 2 of 7 .- r, --, B. Architecture and Design The County and Central Point agree that Skelton, Straus and Seibert, Architects and Planners, LLP, shall provide architectural and design services for the project. Both parties shall appoint up to five individuals to serve on a citizen design and planning team to work with the architect through the programming and schematic design phase of the project. The citizen team shall advise the architect on design issues and shall participate in at least two meetings at which the general public shall be invited to provide input. At least one member of the Central Point City Council shall be appointed to serve on the design team. The County and Central Point shall act expeditiously to approve architectural plans, as necessary, in order to avoid delays to the project. In no event shall architectural plans, except for interior design and layout plans, be deemed approved unless approved by both parties. C. Construction Administration The County shalt appoint a project manager and Central Point shall appoint an owner's representative who shall be jointly responsible for administering the construction of the project. The project manager shall be responsible for approving alt applications for payment from contractors on the project, as well as change orders related to the project, but shall not approve change orders without first receiving the consent of the owner's representative. The County and Central Point shall act expeditiously to approve contracts, supplemental instructions, change request proposals, change orders and other construction-related documents in order to avoid delays to the project. 1. The cost of change orders shall be borne proportionately by the County and Central Point under the formula, unless the change order results from an owner request that is solely for the benefit, enjoyment or use of one party, in which case that party shall bear the entire cost of the change order. 2. Central Point may, at its sole discretion, contract for the services of an owner's representative. The cost of such a contract shall be borne proportionately by the County and Central Point under the formula. D. Land Use and Design Approval The County and Central Point shall act as co-applicants in seeking any required land use or design approvals from the city, and shall jointly participate in any hearings or other public meetings related thereto. 5. COUNTY RESPONSIBILITIES A. Builder's Risk Insurance The County shall acquire a builder's risk insurance policy for the project. The cost of any premiums, claims and out-of-pocket expenses related to any claims shall be shared pursuant to the formula. Intergovernmental Agreement, Jackson County and Central Point Page 3 of 7 .= B. Architectural Contract The County shall contract with Skelton, Straus & Seibert, Architects and Planners, LLP, for architecture and design services for the project. C. Bidding and Construction Contract The County shall prepare all bidding documents, advertise for bids from general contractors, open bids at the prescribed time and place and award a construction contract to the lowest responsive responsible bidder. The bid specifications shall be submitted to Central Point for its review and approval of the project. The County may, as allowed by the Attorney General's Model Contracting Rules and the Jackson County Local Contract Review Board Rules, award a Construction Manager/General Contractor (CM/GC) contract, pursuant to a request for proposals that has been reviewed and approved by the county and the city. The final award of the construction contract, whether awarded on the basis of low bid or CM/GC RFP, shall be subject to the approval of the Jackson County Board of Commissioners and the Central Point City Council. D. Unique Costs The County shall be solely responsible for the costs of all items that are unique to the library portion of the project, including signs, data cabling, furniture, fixtures and equipment, and computer/telecom hardware and software that are provided for the exclusive benefit, enjoyment and use of the library. County shall be solely responsible for system development charges and utility permits and fees related to its portion of the project. E. Demolition and Off-Site Parkin The County shall be solely responsible for the cost of demolishing existing structures on the building site and for providing off-street parking sufficient to meet Central Point city code parking requirements. Central Point, however, will be solely responsible for any environmental hazards that may exist on its land or within its existing structures. F. Contract Administration The County shall administer the construction contract and all other contracts appurtenant to the project, except for those contracts related to Central Point's unique costs, as described in Section 6.A, below. The County shall make prompt payment on all bona fide invoices, shall hold all necessary retainage, shall file with the Bureau of Labor and Industries a "Notice of Award of Public Works Contract" and shall keep and have available for public inspection the certified payroll records of the general contractor. The County shall, not less than once per month, invoice Central Point for its share of project costs under the formula. 6. CENTRAL POINT RESPONSIBILITIES A. Unique Costs Central Point shall be solely responsible for the costs of all items that are unique to the second- story office space portion of the project, including signs, data cabling, furniture, fixtures and equipment, and computer/telecom hardware and software that are provided for the exclusive benefit, enjoyment and use of the office space. Central Point shall be solely responsible for Intergovernmental Agreement, Jackson County and Central Point Page 4 of 7 ~ /~ system development charges and utility permits and fees related to its portion of the project. Central Point will perform periodic inspections of the project to ensure compliance with its regulations and standards. B. Prompt Pam Upon receiving an invoice from the County pursuant to Section S.F, above, Central Point shall make payment in full within 30 days of billing. C. Land Central Point agrees to provide the land for the project at no cost to the County. The land is generally described as Jackson County assessor's map no. 372W11BB, TL 800 and 801. Central Point shall remain solely liable and financially responsible for any environmental conditions on its land or existing structures requiring remediation. 7. DISPUTE RESOLUTION Should the parties arrive at an impasse regarding any dispute related to this agreement, it is agreed that the parties shall participate in mediation before commencing litigation. The mediation process will be considered to have been commenced as of the date one party notifies the other in writing of its request to mediate. The mediator shall be an individual mutually acceptable to both parties, but in the absence of agreement each party shall select a temporary mediator and the temporary mediators shall jointly select the permanent mediator. Each party shall pay its own costs for the time and effort involved in mediation. The cost of the mediator shall be split equally between the two parties. Both parties agree to exercise their best effort in good faith to resolve all disputes in mediation. Participation in mediation is a mandatory requirement of both parties. The schedule, time and place for mediation will be mutually acceptable, or, failing mutual agreement, shall be as established by the mediator. The parties agree to comply with the statutory and administrative rules governing the confidentiality of mediation, if any, and shall execute all necessary documents to give effect to such confidentiality rules. In any event, the parties shall not subpoena the mediator or otherwise require the mediator to produce records, notes or work product, or to testify in any future proceedings as to information disclosed or representations made in the course of mediation, except to the extent disclosure is required by law. Neither party shall claim attorneys fees incurred during the mediation process or in relation to the mediation process. 8. ~ LIMITATIONS OF USE Both parties agree and promise that the county-owned portion of the project will be used only for public library purposes for as long as indebtedness remains outstanding on any bonds sold pursuant to the countywide bond election for library capital improvements. Neither party shall allow any use of the county-owned portion of the premises for any private purpose or non-library purpose, nor take any other action which compromises the tax-exempt status of those bonds; this promise shall be enforceable by injunctive, declaratory or other relief. In any event, if either party breaches this specific promise, the breaching party shall indemnify the other party and all Intergovernmental Agreement, Jackson County and Central Point Page 5 of 7 ~ .. - ! , bondholders from any resulting tax or financial impact. The limitations on use shall survive the termination of this agreement until all bonds applicable to it have been paid. 9. INDEMNIFICATION Each party shall be responsible for the negligent acts or omissions of its officers, agents or employees, in carrying out the terms of this agreement, subject to the limitations and conditions of the Oregon Tort Claims Act, ORS 30.260, et sea•, and the Oregon Constitution, Article XI, Section 9. 10. TERMINATION In the event construction on the project has not commenced by December 31, 2004, this agreement shall terminate. In the event the parties mutually determine that the project cannot be accomplished, such determination must be set forth in a written agreement signed by both Parties (the "Termination Agreement"). Such Termination Agreement shall specify the rights and obligations of the parties, if any, with respect to the project. 11. CONSTRUCTION/MODIFICATION This agreement may not be amended, changed or modified in any way, except by written agreement signed by all parties. This agreement constitutes the entire agreement between the parties and supersedes any and all prior oral or written express and/or implied statements, negotiations or agreements between the parties, except as otherwise noted herein. In the event any portion of this agreement is not enforceable, the remainder shall be enforced. Each party, by signature below of its authorized representative, hereby acknowledges that it has read this agreement, understands it and agrees to be bound by it. Each person signing this agreement represents and warrants she or he has the authority to execute it. This agreement shall become effective only upon the signatures of all parties. CITY OF CENTRAL POINT c BY•. Title ~p~ DATE: JACKSON COUNTY BY ~-~...~!,!'~ ~~~, ~ DATE: ~/2/ 0 3 Title Intergovernmental Agreement, Jackson County and Central Point Page 6 of 7 ~ ,, ~. REVIEWED AS TO FORM: City Attorn ~~~ ~~ County Counsel Intergovernmental Agreement, Jackson County and Central Point Page 7 of 7