HomeMy WebLinkAboutItem 10 Intergovernmental Agreement for the Walking and Biking Safety Improvements Project AGENDA ITEM SUMMARY Meeting Date: 10/2/2017
Meeting Type: Regular Meeting
Staff Contact/Dept.: Jeff Paschall/DPW Staff Phone No: 541-726-1674 Estimated Time: Consent Calendar
S P R I N G F I E L D C I T Y C O U N C I L Council Goals: Maintain and Improve Infrastructure and
Facilities ITEM TITLE: INTERGOVERNMENTAL AGREEMENT FOR THE WALKING AND BIKING
SAFETY IMPROVEMENTS PROJECT
ACTION REQUESTED: Approve a motion to authorize the City Manager to execute the Intergovernmental Agreement (IGA) with the Oregon Department of Transportation (ODOT) for the
Walking and Biking Safety Improvement Project.
ISSUE STATEMENT: The Walking and Biking Safety Improvements Project helps implement the policies
and projects adopted by City Council in the Springfield 2035 Transportation System Plan, which prioritizes safety for all modes of transportation.
ATTACHMENTS: 1. Draft Intergovernmental Agreement
DISCUSSION FINANCIAL
IMPACT:
The City of Springfield applied for and received federal MPO discretionary transportation FY18 funds totaling $840,000 ($650,000 federal, $190,000 local
match) for Walking and Biking Safety Improvements through the Surface
Transportation Planning Urban program.
ODOT has sent the City a draft IGA to fund exchange the $650,000 of federal
funding for state funds. The fund exchange rate is $0.94 state dollars for $1.00 federal dollars. This will give the City $611,000 to pair with local funds to begin
work on the project. Entering the fund exchange program minimizes some of the
additional administrative expenses that would typically be required with a federal project.
Staff recommends Council approve a motion giving the City Manager authority to sign the agreement once the IGA language is finalized.
Misc. Contracts and Agreements
No. 32104
Key No.19920
LOCAL AGENCY AGREEMENT
Locally Delivered State Funded Project Program
Springfield Bike & Ped Safety Improvements
City of Springfield
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” or “ODOT;” and the CITY OF SPRINGFIELD, 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 and
366.576, state agencies may enter into cooperative agreements with counties, cities,
and units of local government 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. Various named streets, as listed in Exhibit A, are part of the city street system under
the jurisdiction and control of Agency.
3. State has determined that Agency is eligible for State funds for the work to be
performed under this Agreement through the Locally Delivered State Funded Project
Program.
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. State and Agency agree to Agency performing planning, design, and construction of
walking and biking safety projects to include crossings, sidewalks, curb ramps, bike
facilities and lighting improvements, hereinafter referred to as “Project.” The Project
location and approximate limits are shown the map Marked “Exhibit A,” attached
hereto and by this reference made a part hereof.
2. The total Project cost for the work to be performed under this Agreement is
estimated at $724,395.41, which is subject to change. The federal share of the total
Project cost is $650,000.00.
a. Per the fund exchange ratio of $0.94 state dollars for $1.00 federal dollars,
Agency will exchange $650,000.00 of federal dollars allocated for this Project for
$611,000.00 of state dollars. State funds under this Agreement are limited to
$611,000.00.
AIS ATTACHMENT 1, Page 1 of 11
City of Springfield/ODOT
Agreement No. 32104
2
b. State shall reimburse Agency one hundred (100) percent of eligible, actual costs
incurred in carrying out the Project, up to the maximum amount of state funds
committed for the Project.
3. Agency is solely responsible for any and all costs incurred in excess of the state
funds identified in this Agreement. In the event of an underrun, any unspent state
funds will be retained by State and will not be available for Agency use. State funds
transferred to Agency must be used for the Project.
4. To be eligible for reimbursement, expenditures must comply with the requirements of
Article IX, Section 3a of the Oregon Constitution. Eligible costs are defined as
reasonable and necessary costs incurred by the Agency in performance of the
Project.
5. The term of this Agreement will begin upon the date all required signatures are
obtained and will terminate upon completion of the Project and final payment or ten
(10) calendar years following the date of final execution, whichever is sooner.
AGENCY OBLIGATIONS
1. Agency shall perform the work described in Terms of Agreement, Parargraph 1 of
this Agreement.
2. Agency agrees that the Project shall be developed in conformance with the current
edition of A Policy on Geometric Design of Highways and Streets by the American
Association of State Highway and Transportation Officials (AASHTO). For non-
highway projects Agency shall use applicable AASHTO standards.
3. Agency shall submit the following items to State’s Project Manager, at Project
completion and prior to final payment:
a. Final Project completion Inspection form No. 734-5063 (completed with State’s
Project Manager);
b. Final Cost; and
c. As-Constructed Drawings.
4. Agency shall present invoices for the eligible, actual costs incurred by Agency on
behalf of the Project directly to State's Project Manager listed in this Agreement for
review and approval. Such invoices shall be in a form identifying the Project, the
Agreement number, the Project phase (such as preliminary engineering, right of way
and construction), the invoice number or the account number or both, and will
itemize all expenses for which reimbursement is claimed. Invoices shall not be
presented for periods of less than one month, based on actual expenses incurred,
and must clearly specify the percentage of completion of the Project. Agency shall
also include with the invoice a Project progress report or summary that describes
work accomplished for the period being invoiced and work expected for the next
AIS ATTACHMENT 1, Page 2 of 11
City of Springfield/ODOT
Agreement No. 32104
3
invoicing period. Travel expenses shall be reimbursed to Agency in accordance with
the current State of Oregon Department of Administrative Services’ rates
5. Agency, or its consultant, shall conduct the necessary preliminary engineering and
design work required to produce final plans, specifications and cost estimates in
accordance with current state and federal laws and regulations; obtain all required
permits; be responsible for all utility relocations; advertise for bid proposals; award
all contracts; perform all construction engineering; and make all contractor payments
required to complete the Project.
6. Agency shall, at its own expense, maintain and periodically inspect any sidewalks,
curb ramps, shared use path, and pedestrian-activated signals on portions of the
Project under Agency’s maintenance jurisdiction upon Project completion and
throught the usefule life of the Project to ensure continuing compliance with the
ADA. This provision shall survive termination of the Agreement.
7. Agency or its consultant shall acquire all necessary right of way in accordance with
the Uniform Relocation Assistance and Real Property Acquisition Policies Act of
1970, as amended, ORS Chapter 35 and the State Right of Way Manual.
8. 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; (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.
9. Agency shall perform the services 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.
10. 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 subcontractors
complies with these requirements.
11. Agency shall, at its own expense, maintain, operate, and provide power as needed
upon Project completion at a minimum level that is consistent with normal
AIS ATTACHMENT 1, Page 3 of 11
City of Springfield/ODOT
Agreement No. 32104
4
depreciation and/or service demand and throughout the useful life of the Project.
State and Agency agree that the useful life of this Project is defined as 20 years.
Maintenance and power responsibilities shall survive any termination of the Project
Agreement.
12. Utility relocation or reconstruction may or may not be an eligible Project expense
according to the following standard:
a. The expense is an eligible expense if the owner of the utility facility possesses a
property right for its location on the public right of way.
b. The expense is not an eligible expense if the owner of the utility facility does not
possess a property right for its location, but the facility exists on the public right of
way solely under the permission of the Agency or other road authority, whether
that permission is expressed or implied, and whether written or oral.
13. 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 budget. Agency further
agrees that they will only submit invoices to State for reimbursement on work that
has been performed and paid for by Agency as described in this Agreement.
14. 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 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.
15. Any such indemnification shall also provide that neither 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.
AIS ATTACHMENT 1, Page 4 of 11
City of Springfield/ODOT
Agreement No. 32104
5
16. If Agency enters into a construction contract for performance of work for the Project,
then Agency will include provisions in that contract requiring its contractor to comply
with the following:
a. Contractor and Agency shall name State as a third party beneficiary of the
resulting contract.
b. Contractor shall indemnify, defend and hold harmless State from and against all
claims, suits, actions, losses, damages, liabilities, costs and expenses of any
nature whatsoever resulting from, arising out of, or relating to the activities of
Contractor or its officers, employees, sub-contractors, or agents under the
resulting contract.
c. Commercial General Liability. Contractor shall obtain, at Contractor’s expense,
and keep in effect during the term of the resulting contract, Commercial General
Liability Insurance covering bodily injury and property damage in a form and with
coverages that are satisfactory to State. This insurance shall include personal
and advertising injury liability, products and completed operations. Coverage may
be written in combination with Automobile Liability Insurance (with separate
limits). Coverage shall be written on an occurrence basis. If written in conjunction
with Automobile Liability the combined single limit per occurrence shall not be
less than $1,000,000 for each job site or location. Each annual aggregate limit
shall not be less than $2,000,000.
d. Automobile Liability. Contractor shall obtain, at Contractor’s expense, and keep in
effect during the term of the resulting contract, Commercial Business Automobile
Liability Insurance covering all owned, non-owned, or hired vehicles. This
coverage may be written in combination with the Commercial General Liability
Insurance (with separate limits). Combined single limit per occurrence shall not
be less than $1,000,000.
e. Additional Insured Endorsement. The liability insurance coverage, except
Professional Liability, Errors and Omissions, or Workers’ Compensation, if
included, required for performance of the resulting contract will include State and
its divisions, officers and employees as Additional Insured but only with respect
to the Contractor’s activities to be performed under the resulting contract.
Coverage shall be primary and non-contributory with any other insurance and
self-insurance.
f. Notice of Cancellation or Change. There shall be no cancellation, material
change, potential exhaustion of aggregate limits or non-renewal of insurance
coverage(s) without thirty (30) days written notice from the Contractor or its
insurer(s) to State. Any failure to comply with the reporting provisions of this
clause shall constitute a material breach of the resulting contract and shall be
grounds for immediate termination of the resulting contract and this Agreement.
AIS ATTACHMENT 1, Page 5 of 11
City of Springfield/ODOT
Agreement No. 32104
6
17. Agency acknowledges and agrees that State, the Oregon Secretary of State's Office,
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 during the course of the Project and 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.
18. 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.
19. Agency’s Project Manager for this Agreement is Emma Newman, Senior
Transportation Planner, City of Springfield, 225 Fifth Street, Springfield, Oregon
97477; telephone: (541) 726-4585; email: enewman@springfield-or.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. In consideration for the services performed under this Agreement, State shall
reimburse Agency one hundred (100) percent of eligible costs incurred in carrying
out the Project up to the maximum amount of state funds committed for the Project
in Terms of Agreement, Paragraph 3 of this Agreement. Reimbursements shall be
made by State within forty-five (45) days of State’s approval of a request for
reimbursement from Agency. Final payment will be withheld until the State’s Project
Manager has completed final project inspection and project acceptance.
2. State shall provide the following items to Agency’s Project Manager no later than
execution of this Agreement:
a. Scoping Notes; and
b. Any other project specific information gathered during the scoping and selection
process
3. State’s Project Manager will arrange for a final project inspection upon notification
from Agency of Project completion, to confirm project completeness and fulfillment of
Agreement obligations, prior to final payment.
4. State’s Project Manager for this Agreement is Brennan Burbank, P.E., OPMA, Acting
Local Agency Liaison, Region 2, Area 5, 455 Airport Road SE, Building B, Salem,
Oregon 97301; telephone: (503) 986-2825; email:
Brennan.Burbank@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.
AIS ATTACHMENT 1, Page 6 of 11
City of Springfield/ODOT
Agreement No. 32104
7
GENERAL PROVISIONS
1. This Agreement may be terminated by mutual 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:
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 if State is
prohibited from paying for such work from the planned funding source.
3. If State terminates this Agreement for the reasons described in General Provisions
2, “a” or “b” above, Agency must reimburse State for all state funds expended. If
Agency fails to reimburse State, State may withhold Agency’s proportional share of
State Highway Fund distribution necessary to reimburse State for costs incurred by
such Agency breach.
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 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 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.
AIS ATTACHMENT 1, Page 7 of 11
City of Springfield/ODOT
Agreement No. 32104
8
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. State and Agency are the only Parties to this Agreement and, as such, are the only
Parties entitled to enforce its terms. Nothing in this Agreement gives or shall be
construed to give or provide any benefit, direct, indirect or otherwise to third persons
unless such third persons are expressly identified by name and specifically
described as intended to be beneficiaries of its terms.
10. 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.
11. This Agreement and attached exhibits constitute the entire agreement between the
Parties on the subject matter hereof. There are no understandings, agreements, or
AIS ATTACHMENT 1, Page 8 of 11
City of Springfield/ODOT
Agreement No. 32104
9
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 either Party to enforce any provision of this Agreement shall not constitute a
waiver by that Party 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.
This Project is in the 2015-2018 Statewide Transportation Improvement Program
(STIP), (Key #19920) that was adopted by the Oregon Transportation Commission on
December 18, 2014 (or subsequently by amendment to the STIP).
Signature Page Follows
AIS ATTACHMENT 1, Page 9 of 11
City of Springfield/ODOT
Agreement No. 32104
10
CITY OF SPRINGFIELD, by and through
its elected officials
By _______________________________
Title:
Date _____________________________
By _______________________________
Title:
Date _____________________________
APPROVED AS TO LEGAL
SUFFICIENCY (If required in Agency’s
process)
By _______________________________
Agency Counsel
Date _____________________________
Agency Contact:
Emma Newman
Senior Transportation Planner
City of Springfield
225 Fifth Street
Springfield, Oregon 97477
(541) 726-4585
enewman@springfield-or.gov
State Contact:
Brennan Burbank, P.E., OPMA
Acting Local Agency Liaison
ODOT Region 2, Area 5
455 Airport Road SE, Building B
Salem, Oregon 97301
(503) 986-2825
Brennan.burbank@odot.state.or.us
STATE OF OREGON, by and through
its Department of Transportation
By _______________________________
Highway Division Administrator
Date _____________________________
APPROVAL RECOMMENDED
By _______________________________
State Traffic-Roadway Manager
Date _____________________________
By _______________________________
Region 2 Manager
Date _____________________________
By _______________________________
Area 5 Manager
Date _____________________________
APPROVED AS TO LEGAL
SUFFICIENCY
By_______________________________
Assistant Attorney General
Date_____________________________
AIS ATTACHMENT 1, Page 10 of 11
Mi
s
c
.
C
o
n
t
r
a
c
t
s
a
n
d
A
g
r
e
e
m
e
n
t
s
No. 32104
Ke
y
N
o
.
1
9
9
2
0
EX
H
I
B
I
T
A
–
P
r
o
j
e
c
t
L
o
c
a
t
i
o
n
M
a
p
AI
S
AT
T
A
C
H
M
E
N
T
1,
Pa
g
e
11
of
11