HomeMy WebLinkAboutResolution 03-46 09/22/2003
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RESOLUTION --..!!.L - ~
AUTHORIZING AND APPROVING AN AGREEMENT BETWEEN THE
DEPARTMENT OF THE ARMY AND IDENTIFIED LOCAL GOVERNMENTS
FOR THE EUGENE-SPRINGFIELD, OREGON METROPOLITAN WATERWAYS
GENERAL INVESTIGATION, FEASIBILITY STUDY
WHEREAS, the United States Department of the Army ("Department") has proposed to enter
into an Agreement Between The Department Of The Army And Identified Local Governments
For The Eugene-Springfield, Oregon Metropolitan Waterways General Investigation, Feasibility
Study (the "federal cost-sharing agreement" or"FCSA") with the Local Governments to perform
a study (the "Study") of the feasibility of potential enhancement and restoration projects for
waterways within the metropolitan areas of Eugene and Springfield, including areas within and
outside of the urban growth boundaries of the cities; and
WHEREAS, Local Government staff and staff of the Department have met and conferred and
reached agreement on a proposed form of an FCSA, a copy whereof, in the form of a draft dated
August 6, 2003, and marked Exhibit 1, (the "Draft Agreement") is attached hereto and by this
reference incorporated herein; and
WHEREAS, although the FCSA contemplates a study the total cost of which will not exceed $8
million, under the terms and provisions of the FCSA, the Local Governments are financially
obligated only to the extent that they have agreed upon a budget for a given fiscal year; and
WHEREAS, despite the fact that the FCSA requires the Local Governments to be jointly and
severally liable for their collective financial and other obligations as Sponsors, the Local
Governments intend that, as between and among themselves, the various costs and obligations ofthe
Sponsors shall be allocated among them by negotiation and mutual agreement, and Lane County
shall be held harmless by Eugene and Springfield from and against any obligation of a Sponsor for
which the county has not expressly agreed to be bound; and
WHEREAS, representatives of the Local Governments have reached agreement on the terms of an
intergovernmental agreement to allocate and apportion, as between and among themselves, the
various costs and obligations arising under the FCSA, which agreement is intended to be submitted
and reviewed contemporaneously with the FCSA, and to be a condition of approval of the FCSA;
and
Attachment C, Page 1 of 2
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WHEREAS, the City Manager has submitted a report reviewing the terms of the Draft Agreement
and recommending that the Draft Agreement be approved; and
WHEREAS, the Council has reviewed the terms ofthe Draft Agreement and is fully informed as to
the contents thereof, and has determined that it is in the public interest to enter into the Draft
Agreement;
NOW THEREFORE, BE IT RESOLVED, that the common Council of the City of Springfield
finds and determines that it is in the public interest to enter into the Agreement Between The
Department Of The Army And Identified Local Governments For The Eugene-Springfield,
Oregon Metropolitan Waterways General Investigation, Feasibility Study; and
BE IT FURTHER RESOLVED, that the City Manager is hereby authorized and directed to
execute the Intergovernmental Agreement Among Local Sponsors of Federal Cost Sharing
Agreement Eugene-Springfield Metropolitan Waterways Feasibility Study substantially in the form
of the Draft Agreement, with such changes or amendments thereto as he shall determine to be
necessary to effectuate the direction of the Council and give effect to the terms of the Agreement,
such determination to be evidenced by his execution ofthe Agreement Between The Department Of
The Army And Identified Local Governments For The Eugene-Springfield, Oregon Metropolitan
Waterways General Investigation, Feasibility Study.
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Adopted by the Common Council of the City of Springfield, Oregon, this 22nd
September , 2003.
day of
Adopted by a vote of ~ for and ~ against.
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ATTEST:
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City Record.
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REVIEWED &. APPROVED
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c:: ;':IGE OF CITY ATTORNEY
Attachment C, Page 2 of 2
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City of Eugene Contract No. 2004-00218
INTERGOVERNMENTAL AGREEMENT
AMONG LOCAL SPONSORS OF FEDERAL COST SHARING AGREEMENT
EUGENE-SPRINGFIELD METROPOLITAN WATERWAYS FEASIBILITY STUDY
AMONG:
The City of Eugene, and Oregon municipal corporation (Eugene)
AND:
The City of Springfield, an Oregon municipal corporation (Springfield)
AND:
Lane County a political subdivision of the State of Oregon (Lane County)
EFFECTIVE
DATE:
September 30, 2003
RECITALS
A.
ORS 190.010 provides that units oflocal government, such as Eugene, Springfield and Lane
County (the "Local Governments" and parties to this agreement), may enter into agreements
for the performance of any and all functions and activities that any party to the agreement, its
officers or agents have the authority to perform.
B. The United States Department of the Army ("Department") and the Local Governments wish
to enter into a federal cost-sharing agreement ("FCSA") to perform a study (the "Study") of
the feasibility of potential enhancement and restoration projects for waterways within the
metropolitan areas of Eugene and Springfield, including areas within and outside of the
urban growth boundaries of the cities.
C. The FCSA contemplates that the Study will be accomplished over an unspecified number of
years and that the Department and the Local Governments, as the non-federal sponsors
("Sponsors") of the Study shall collaborate to establish the schedules, budgets and
responsibilities of each party for the implementation ofthe Study.
D. Despite the fact that the FCSA requires the Local Governments to be jointly and severally
liable for their collective financial and other obligations as Sponsors, the Local Governments
intend that, as between and among themselves, the various costs and obligations of the
Sponsors shall be allocated among them by negotiation and mutual agreement, and Lane
County shall be held harmless by Eugene and Springfield from and against any obligation of
a Sponsor for which the county has not expressly agreed to be bound.
E. The objective ofthis agreement (this "Agreement") is to establish the protocol by which the
parties shall collaborate to control the timing and implementation ofthe Study and assign and
assume separate responsibilities for their obligations as Sponsors under the FCSA.
Intergovernmental Agreement - Eugene-Springfield Metropolitan Waterways Study Page 1
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AGREEMENT
SECTION 1. Incorporation of FCSA; Definitions.
(a) Incorporation of FCSA. This Agreement incorporates, forreference only, that Agreement
Between the Department ofthe Army and The City of Eugene and The City of Springfield and Lane
County for the Eugene-Springfield Metropolitan Waterways General Investigation, Feasibility Study
("FCSA"), a copy of which is appended hereto as Exhibit "A."
(b) Definitions. All terms used in this Agreement and not otherwise specifically defined shall
have the meanings assigned thereto in the FCSA.
SECTION 2. Agreement to Participate in Study.
The parties agree to collaborate as Sponsors in the FCSA, subject to the following conditions:
(a) Executive Committee and Study Management Team. Each of Springfield and Eugene
shall have the right and obligation to appoint an equal number of representatives to the Executive
Committee and at least one representative to the Study Management Team. The number of
representatives that each city shall appoint to the Study Management Team may vary, from time to .
time, but shall be agreed to between Eugene and Springfield. Lane County's right and obligation to
appoint a representative to either ofthe Executive Committee or the Study Management Team shall
require the joint agreement of all three parties and shall be limited to the time period and purposes
agreed to by all three parties.
Any representative appointed to the Executive Committee or the Study Management Team shall be
the sole employee and agent ofthe appointing Local Government and shall not have the authority to
act for, or on behalf of any other Local Government. Each Local Government shall be solely
responsible for all costs and expenses ofthe representatives appointed by that Local Government and
shall hold the other parties harmless from and against any and all liabilities, costs, expenses and
claims arising under or with respect to the representative's appointments and acts.
(b) Lane County Review. Notwithstanding the fact that Lane County will not be required to
appoint a representative to the Executive Committee or the Study Management Team, Lane County
will be entitled to review all records and reports generated under the FCSA and may be asked to
respond to any request by Eugene or Springfield for comment on any matter being considered by the
Executive Committee.
(c) Annual Budget; Change Orders. For the local government budget period that runs from
July 1, 2003 to June 30, 2004, the parties shall reach a agreement concerning their respective
financial and performance obligations during the federal fiscal period that begins on October 1, 2003 .
by November 1,2003. In addition, by November 1,2003 and by November 1 of each ensuing year,
the parties shall reach an agreement with the Department concerning the scope of work to be
Intergovernmental Agreement - Eugene-Springfield Metropolitan Waterways Study
Page 2
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. accomplished under the Study for the ensuing federal fiscal year, the manner in which the work will
be accomplished, the budget for the work, the respective responsibilities ofthe Department and each
Local Government for providing work-in-kind or cash for the payment of the work, the manner in
which Excess Study Costs will be identified and avoided and such other matters as the parties deem
necessary to establish their respective responsibilities under the FCSA for the impending federal
fiscal year. The budget for the work and the respective obligations of the parties for payment or
performance of the work shall be set forth in writing and signed by the representative of each Local
Government charged with responsibility for payment or performance and shall become a binding part
of this Agreement. Thereafter, the budget for the Study shall not be amended except by a written
change order that assigns the respective responsibilities of each party for the change in work or
payment therefore and signed by the representative of each party that will be responsible for such
payment or performance.
(d) Right of Control. Each party covenants and agrees that:
(i) As between them, the Local Government that is primarily responsible for the
Sponsors' share of a study expense or for the performance of the work shall have the right of final
approval of any Sponsors' recommendation concerning that work;
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(ii) Each party will oppose any proposal for work to be performed by another party unless
that party agrees to perform the work; and
(iii) Each party will oppose any proposal that will result in the incurrence of an
expenditure unless the parties can agree as to which party will pay for the expenditure.
SECTION 3. Term of Agreement.
(a) Term of Agreement. The term ofthis Agreement shall commence on the date signed by any
two of the parties and shall expire when the FCSA Study is completed, or, if earlier on the date on
which only one of the parties to this Agreement is a Sponsor under the FCSA.
(b) Withdrawal. A party may terminate its participation in this Agreement with the consent of
the other parties, or by withdrawing from participation in the FCSA and in no other way.
(c) Survival. A party's liability for obligations incurred under this Agreement shall survive the
termination of this Agreement or the party's withdrawal from this Agreement until satisfied or
extinguished by payment, performance or the lapse of time.
SECTION 4. Status of Personnel and Subcontractors.
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(a) Independent Contractors. Each of the parties shall be deemed to be an independent
contractor with respect to any Study work-in-kind for which that party assumes responsibility and
shall be solely responsible for the engagement, employment, supervision, safety and performance of
its employees and subcontractors.
Intergovernmental Agreement - Eugene-Springfield Metropolitan Waterways Study
Page 3
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(b) Employees and Volunteers. Each party shall maintain workers compensation coverage, .
including coverage for employers liability for all employees and volunteers assigned to perform work
in the Study and shall be solely responsible for the handling and payment of all claims by its
employees and volunteers for injury, loss and damages arising out of the Study. The fact that one
party may have the right to supervise or direct the activities ofthe employees or volunteers of another
party shall not make the supervising party the employer of such employees and volunteers.
SECTION 5. Financial Obligations.
(a) Separate Liability. Each party agrees to be separately and solely liable for all payment and
work-in-kindobligations agreed to by that party during the annual budget planning or upon approval
of any change order, and to hold the others harmless from and against any liability for the payment or
performance obligations assumed by the party by written agreement during the parties annual budget
planning.
(b) Appropriations. Each party agrees to continually seek sufficient budget appropriations to
satisfy its agreed obligations hereunder. In addition, Springfield and Eugene shall each seek and
retain such reserves against unanticipated Study costs as each party deems prudent.
(c) Unanticipated Study Costs, If, at any time, the aJ?ount of any payment required to be made
by the Sponsors under the FCSA exceeds. the aggregate amount agreed to and approved by the
parties, the parties shall first attempt to effect a change order that will eliminate the anticipated .
payment. If a change order cannot be accomplished in a sufficient time to avoid a default under the
FCSA, Springfield and Eugene shall, to the extent such funds are legally available, each contribute-
50% ofthe unanticipated amount and the parties shall thereafter continue to work to either reduce the
overall costs ofthe Study and/or to determine the manner in which the amount ofthe unanticipated
payment, and any related interest earnings, should be re-allocated among the parties.
(d) Commingling of Funds. The parties may agree to commingle funds in an escrow or other
interest earning account pending expenditure for Study costs under any arrangement that the parties
deem reasonable for the allocation of expenditures and earnings.
SECTION 7. Indemnification.
Subject to applicable limitations under the Oregon Constitution and statutes, including but not
limited to the Oregon Tort Claims Act, each party hereto agrees to hold harmless, defend and
indemnify the other parties to this agreement, and their elected officials, officers and employees from
and against any and all claims, actions, liabilities, costs, including attorney fees and other costs of
defense arising from or as a result of the wrongful acts of its own officials, officers and employees
hereunder. In addition to the foregoing, each party shall hold each other party harmless from and
against all claims, actions, liabilities, costs, including attorney fees and other costs of defense arising
out of or resulting from injury to or claims by such party's employees and volunteer, including claims
alleging wrongful supervision by another party, subject to applicable legal limitations.
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Intergovernmental Agreement - Eugene-Springfield Metropolitan Waterways Study
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. SECTION 8. Special Disclaimer of Lane County.
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Notwithstanding any other provision of this Agreement, Lane County's participation as a Sponsor
shall be limited. Lane County, at its sole discretion, may provide staff participation to attend
meetings, and review documents. Lane County will not otherwise be obligated to participate, absent
a written modification of this agreement. The City of Eugene and the City of Springfield each
recognize that the FCSA imposes obligations upon the Sponsors. In consideration of Lane County
becoming a Sponsor of the study, Eugene and Springfield do jointly and severally agree to save,
defend, and hold Lane County harmless from any obligation, claim, or suit, under or resulting from
that agreement, whether monetary or non-monetary, and whether claimed, charged, or alleged to be
payable to the Government, another sponsor, or a third party. This defense, indemnification and hold
harmless agreement shall be limited only to the extent required by the Oregon Constitution and the
Oregon Tort Claims Act.
Before Lane County may participate in the Study or as a Sponsor in any way that would require
payment or performance by Lane County or its agents, Eugene and Springfield may require Lane
County to amend this Section 8 to provide for Lane County's liability for responsibility for its
voluntary undertaking.
SECTION 9. Compliance with Laws
Each of the parties intends and agrees that it will conduct all activities related to the Study in full
compliance with all state, federal and local laws, including all applicable provisions ofORS 279.312,
279.314,279.316,279.320, and 279.350.
SECTION 10.
Counterparts
This agreement may be executed in one or more counterparts each of which, when accompanied by
the executed counterparts of the parties, shall constitute a fully executed original ofthis agreement.
City of Springfield City of Eugene
By: (i~~ ~B: ~~ k' t -
p';;;; I9';"e: C ~I-I'-" ~ ~ ~ Dennis M. Taylor ~
Print Title: F\C\' ~ C R"-( M A~~'-En. City Manager
Date: <'I \ '2 b 1'2 =" c;'V!cWFD ~ AP~~~VED If 'l-folO )
Lane County /":\.'-0 FOF;M
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W~q U~-O-FlC-ITY~\T!{ORNEY
Print Name:
Print Title:
APPROVED AS Tn FORM
IntergOVffi1.al~~l}~Jff;;&~.,f~~~~~~~Pringfield Metropolitan Waterways Study
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',)F~iCt OF LEG,l;,l COUNSEL
By:
Date: 0; - d &'-03
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AGREEMENT
BETWEEN THE DEPARTMENT OF THE ARMY
AND
THE CITY OF EUGENE
AND
THE CITY OF SPRINGFIELD
AND
LANE COUNTY
FOR THE
EUGENE-SPRINGFIELD, OREGON
METROPOLITAN WATERWAYS
GENERAL INVESTIGATION, FEASIBILITY STUDY
THIS AGREEMENT is entered into this 30th day, of September, 2003, by and
between the Department of the Army (hereinafter the "Government"), represented by the
U.S. Army Engineer, Portland District (hereinafter the District Engineer ), and the City
of Eugene, Oregon, represented by Dennis Taylor, and the City of Springfield, Oregon,
represented by Michael A. Kelly, and Lane County, represented by Bill Van Vactor
(hereinafter the "Sponsors"). -
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WITNESSETH, that
WHEREAS, the Congress has authorized or requested a study of Amazon Creek,
to include a comprehensive watershed review of the Willamette River Basin with
particular emphasis on the watersheds in and around the Eugene-Springfield Metropolitan
Area, pursuant to the Senate resolution for the Willamette River Basin Comprehensive
Study, November 15, 1961, and House resolution for the Willamette Basin Review
Study, September 8, 1988; and
WHEREAS, the Government has conducted a reconnaissance study of Amazon
Creek and a comprehensive review of the Willamette River Basin with particular
emphasis on the watersheds in and around the Eugene-Springfield Metropolitan Area,
and has detern1ined that further study in the nature ofa"Feasibility Phase Study"
(hereinafter the "Study") is required to fulfill the intent of the study authority and to
assess the extent of the Federal interest in participating in a solution to the identified
problem; and
WHEREAS, Section 105 of the Water Resources Development Act of 1986,
Public Law 99-662, as amended, specifies the cost sharing requirements applicable to the
Study; and
WHEREAS, the Sponsors have the authority and capability to furnish the
cooperation hereinafter set forth and are willing to participate in study cost sharing and
financing in accordance with the tenns of this Agreement; and
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WHEREAS, the Sponsors and the Government understand that entering into this
Agreement in no way obligates any party to implement a project and that whether the
Government supports a project authorization and budgets it for implementation depends
upon, among other things, the outcome of the Study and whether the proposed solution is
consistent with the Economic and Environrnental Principles and Guidelines for Water
and Related Land Resources .Implementation Studies and with the budget priorities of the
Administration.
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NOW THEREFORE, the parties agree as follows:
ARTICLE I - DEFINITIONS
For the purposes of this Agreement:
A. The term "Study Costs" shall mean all disbursements by the Government
pursuant to this Agreement, from Federal appropriations or from funds made available to
the Government by the Sponsors, and all negotiated costs of work performed by the
Sponsors pursuant to this Agreement. Study Costs shall include, but not be limited to:
labor charges; direct costs; overhead expenses; supervision and administration costs; the
costs of participation in Study Management and Coordination in accordance with Article
IV of this Agreement; the costs of contracts with third parties, including termination or
suspension charges; and any tennination or suspension costs (ordinarily defined as those
costs necessary to terminate ongoing contracts or obligations and to properly safeguard
the work already accomplished) associated with this Agreement.
B. The tenn estimated Study Costs shall mean the estimated cost of perf orn1ing
the Study as of the effective date of this Agreement, as specified in Article Ill.A. of this
Agreement.
C. The tern1 excess Study Costs shall mean Study Costs that exceed the
estimated Study Costs and that do not result from mutual agreement of the parties, a
change in Federal law that increases the cost of the Study, or a change in the scope of the
Study requested by the Sponsors.
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D. The term "Study Period" shall mean the time period for conducting the Study,
commencing with the release to the U.S. Army Corps of Engineers, Portland District of
initial Federal feasibility funds following the ex..ecution of this Agreement and ending
when the Assistant Secretary of the Arn1Y (Civil Works) submits the feasibility report to
the Office of Management and Budget (OMB) for review for consistency with the
policies and programs of the President.
E. The term "PMP" shall mean the Project Management Plan, which is attached
to this Agreement and which shall not be considered binding on any party and is subject
to change by the Government, in consultation with the Sponsors.
F. The tenn "negotiated costs" shall mean the costs of in-kind services to be
provided by the Sponsors in accordance v/ith the PMP.
G. The term "fiscal year" shall mean one fiscal year of the Government. The
Government fiscal year begins on October 1 and ends on September 30.
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ARTICLE II - OBLIGATIONS OF PARTIES
A. The Government, using funds and in-kind services provided by the Sponsors
and funds appropriated by the Congress of the United States, shall expeditiously
prosecute and complete the Study, in accordance with the provisions of this Agreement
and Federal laws, regulations, and policies.
B. In accordance with this Article and Articles ULA., IlI.B. and lILe. of this
Agreement, the Sponsors shall contribute cash and in-kind services equal to fifty (50)
percent of Study Costs other than excess Study Costs. The Sponsors may, consistent with
applicable law and regulations, contribute up to 50 percent of Study Costs through the
provision of in-kind services. The in-kind services to be provided by the Sponsors, the
estimated negotiated costs for those services, and the estimated schedule under which
those services are to be provided are specified in the PMP. Negotiated costs shall be
subject to an audit by the Government to determine reasonableness, allocability, and
allowability.
e. The Sponsors shall pay a fifty (50) percent share of excess Study Costs in
accordance with Article III.D. of this Agreement.
D. The Sponsors understand that the schedule of work may require the Sponsors
to provide cash or in-kind services at a rate that may result in the Sponsors temporarily
diverging from the obligations concerning cash and in-kind services specified in
paragraph B. of this Article. Such temporary divergences shall be identified in the
quarterly reports provided for in Article IILA. of this Agreement and shall not alter the
obligations concerning costs and services specified in paragraph B. of this Article or the
obligations concerning payment specified in Article III of this Agreement.
E. If, upon the award of any contract or the performance of any in-house work for
the Study by the Government or the Sponsors, cumulative financial obligations of the
Government and the Sponsors would result in excess Study Costs, the Government and
the Sponsors agree to defer award of that and all subsequent contracts, and performance
of that and all subsequent in-house work, for the Study until the Government and the
Sponsors agree to proceed. Should the Government and the Sponsors require time to
arrive at a decision, this Agreement shall be suspended in accordance with Article X of
this Agreement, for a period of not to exceed six months. In the event the Government
and the Sponsors have not reached an agreement to proceed by the end of their 6-month
period, this Agreement may be subject to termination in accordance with Article X of this
Agreement.
F. No Federal funds may be used to meet the Sponsors share of Study Costs
unless the Federal granting agency verifies in writing that the expenditure of such funds
is expressly authorized by statute. .
G. The award and management of any contract with a third party in furtherance
of this Agreement, which obligates Federal appropriations, shall be exclusively within the
control of the Government. The award and management of any contract by the Sponsors
with a third party in furtherance of this Agreement which obligates funds of the Sponsors
and does not obligate Federal appropriations shall be exclusively within the control of the
Sponsors, but shall be subject to applicable Federal laws and regulations.
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ARTICLE III - METHOD OF PAYMENT
A. The Government shall maintain current records of contributions provided by the
parties, current projections of Study Costs, current projections of each party's share of
Study Costs, and current projections of the amount of Study Costs that will result in
excess Study Costs. At least quarterly, the Government shall provide the Sponsors a
report setting forth this information. As of the effective date of this Agreement,
estimated Study Costs are $3,500,000 and the Sponsors share of estimated Study Costs
is $1,750,000. The dollar amounts set forth in this Article are based upon the
Government's best estimates, which reflect the scope of the study described in the PMP,
projected costs, price-level changes, and anticipated inflation. Such cost estimates are
subject to adjustment by the Government and are not to be construed as the total financial
responsibilities of the Government and the Sponsors.
B. The Sponsors shall provide their cash contribution required under Article ILB.
of this Agreement in accordance with the following provisions:
1. For purposes of budget planning, with the exception of the fiscal year
commencing on October l, 2003, the Government shall notify the Sponsors by November
1 of each year of the estimated funds that will be required from the Sponsors to meet the
Sponsors' share of Study Costs for the upcoming fiscal year.
2. No later than 30 calendar days prior to the scheduled date for the
Government's issuance of the solicitation for the first contract for the Study or for the
Government's anticipated first significant in-house expenditure for the Study, the
Govenm1ent shall notify the Sponsors in writing of the funds the Government determines
to be required from the Sponsors to meet their required share of Study Costs for the first
fiscal year of the Study. No later than 15 calendar days thereafter, the Sponsors shall
provide the Government the full amount of the required funds by delivering a check
payable to "F AO, USAED, Portland" to the District Engineer, or verifying to the
satisfaction of the Government that the Sponsors have deposited the required funds in an
escrow or other account acceptable to the Government, with interest accruing to the
Sponsors, or presenting the Government with an irrevocable letter of credit acceptable to
the Government for the required funds, or providing an Electronic Funds Transfer in
accordance with procedures established by the Government.
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3. For the second and subsequent fiscal years ofthe Study, the
Government shall, no later than 60 calendar days prior to the beginning of the fiscal year,
notify the Sponsors in writing of the funds the Government determines to be required
from the Sponsors to meet their required share of Study Costs for that fiscal year, taking
into account any temporary divergences identified under Article 11.0. of this Agreement.
No later than 30 calendar days prior to the beginning of the fiscal year, the Sponsors shall
make the full amount of the required funds available to the Government through any of
the payment mechanisms specified in paragraph B.2. of this Article.
4. The Government shall draw from the funds provided by the Sponsors
such sums as the Government deems necessary to cover the Sponsors' share of
contractual and in-house financial obligations attributable to the Study as they are
incurred.
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5. In the event the Government detennines that the Sponsors must provide
additional funds to meet their share of Study Costs, the Government shall so notify the
Sponsors in writing. No later than 60 calendar days after receipt of such notice, the
Sponsors shall make the full amount of the additional required funds available through
any of the payment mechanisms specified in paragraph B.2. of this Article.
C. Within ninety (90) days after the conclusion ofthe Study Period or
termination of this Agreement, the Government shall conduct a final accounting of Study
Costs, including disbursements by the Government of Federal funds, cash contributions
by the Sponsors, the amount of any excess Study Costs, and credits for the negotiated
costs of the Sponsors, and shall furnish the Sponsors with the results of this accounting.
Within thirty (30) days thereafter, the Government, subject to the availability of funds,
shall reimburse the Sponsors for the excess, if any, of cash contributions and credits
given over their required share of Study Costs, other than excess Study Costs, or the
Sponsors shall provide the Government any cash contributions required for the Sponsors
to meet their required share of Study Costs other than excess Study Costs by delivering a
check payable to "F AO, USAED, Portland" to the District Engineer or providing an
Electronic Funds Transfer in accordance with the procedures established by the
Government.
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D. The Sponsors shall provide their cash contribution for excess Study Costs as
required under Article Il.C. of this Agreement by either: delivering a check payable to
"F AO, USAED, Portland" to the District Engineer; or providing an Electronic Funds
Transfer in accordance with procedures established by the Government; as follows:
L After the project that is the subject of this Study has been authorized
for construction, no later than the date on which a Project Cooperation Agreement is
entered into for the project; or
2. In the eventthe project that is the subject of this Study is not
authorized for construction by a date that is no later than 5 years after the date of the final
report of the Chief of Engineers concerning the project, or by a date that is no later than 2
years after the date of the termination of the Study, the Sponsors shall pay their share of
excess Study Costs on that date (5 years after the date of the final report of the Chief of
Engineers or 2 years after the date of the termination of the Study).
ARTICLE IV - STUDY MANAGEMENT AND COORDINATION
A. To provide for consistent and effective conm1Unication, the Sponsors and the
Government shall appoint named senior representatives to an Executive Committee.
Thereafter, the Executive Committee shall meet regularly until the end of the Study
Period.
B. Until the end of the Study Period, the Executive Committee shall generally
oversee the Study consistently with the PMP.
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C. The Executive Committee may make recommendations that it deems
warranted to the District Engineer on matters that it oversees, including suggestions to
avoid potential sources of dispute. The Government in good faith shall consider such
recommendations. The Government has the discretion to accept, reject, or modify the
Executive Committee's recommendations.
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D. The Executive Committee shall appoint representatives to serve on a Study
Management Team. The Study'Management Team shall keep the Executive Committee
informed of the progress of the Study and of significant pending issues and actions, and
shall prepare periodic reports on the progress of all work items identified in the PMP.
E. The costs of participation in the Executive Committee (including the cost to
serve on the Study Management Team) shall be included in Study Costs and shared in
accordance with the provisions of this Agreement.
ARTICLE V - DISPUTE RESOLUTION
As a condition precedent to a party bringing any suit for breach of this
Agreement, that party must first notify the other parties in writing of the nature of the
purported breach and seek in good faith to resolve the dispute through negotiation. If the
parties cannot resolve the dispute through negotiation, they may agree to a mutually
acceptable method of non-binding alternative dispute resolution with a qualified third
party acceptable to all parties. The parties shall each pay an equal share of any costs for
the services provided by such a third party as such costs are incurred. Such costs shall not
be included in Study Costs. The existence of a dispute shall not excuse the parties from
performance pursuant to this Agreement.
ARTICLE VI - MAINTENANCE OF RECORDS
.
A. Within 60 days of the effective date of this Agreement, the Government and
the Sponsors shall develop procedures for keeping books, records, documents, and other
evidence pertaining to costs and expenses incurred pursuant to this Agreement to the
extent and in such detail as will properly reflect Study Costs. These procedures shall
incorporate, and apply as appropriate, the standards for financial management systems set
forth in the Unifoffi1 Administrative Requirements for Grants and Cooperative
Agreements to state and local governments at 32 CF.R. Section 33.20. The Government
and the Sponsors shall maintain such books, records, documents, and other evidence in
accordance with these procedures for a minimum of three years after completion of the
Study and resolution of all relevant claims arising therefrom. To the extent peffi1itted
under applicable Federal laws and regulations, the Government and the Sponsors shall
each allow the other to inspect such books, documents, records, and other evidence.
B. In accordance with 31 U.S.C Section 7503, the Government may conduct
audits in addition to any audit that the Sponsors are required to conduct under the Single
Audit Act of 1984, 31 U.S.C Sections 7501-7507. Any such Government audits shall be
conducted in accordance with Government Auditing Standards and the cost principles in
OMB Circular No. A-87 and other applicable cost principles and regulations. The costs
of Government audits shall be included in Study Costs and shared in accordance with the
provisions of this Agreement.
ARTICLE VI! - RELA TlONSHIP OF PARTIES
.
6
.
The Government and the Sponsors act in independent capacities in the
perfom1ance of their respective rights and obligations under this Agreement, and neither
is to be considered the officer, agent, or employee of the other.
ARTICLE VIII - OFFICIALS NOT TO BENEFIT
No member of or delegate to the Congress, nor any resident commissioner, shall
be admitted to any share or part of this Agreement, or to any benefit that may arise there
from.
ARTICLE IX - FEDERAL AND STATE LAWS
In the exercise of the Sponsors rights and obligations under this Agreement, the
Sponsors agree to comply with all applicable Federal and State laws and regulations,
including Section 601 of Title VI of the Civil Rights Act of 1964 (Public Law 88-352)
and Department of Defense Directive 5500.11 issued pursuant thereto and published in
32 e.F.R. Part 195, as well as Army Regulation 600-7, entitled "Nondiscrimination on
the Basis of Handicap in Programs and Activities Assisted or Conducted by the
Department of the Army.
ARTrCLE X - TERMINATION OR SUSPENSrON
.
A. This Agreement shall tenninate at the conclusion of the Study Period, and
neither the Government nor the Sponsors shall have any further obligations hereunder,
except as provided in Article HLe. of this Agreement; provided, that prior to such time
and upon thirty (30) days written notice, any party may terminate or suspend this
Agreement. In addition, the Government shall terminate this Agreement immediately
upon any failure of the parties to agree to extend the study under Article ILE. of this
Agreement, or upon the failure of the Sponsors to fulfill their obligation under Article III
of this Agreement. In the event that any party elects to terminate this Agreement, the
parties shall conclude their activities relating to the Study and proceed to a final
accounting in accordance with Article IILe. and III.D. of this Agreement. Upon
tern1ination of this Agreement, all data and information generated as part of the Study
shall be made available to all parties.
B. Any tern1ination of this Agreement shall not relieve the parties of
liability for any obligations previously incurred, including the costs of closing out or
transferring any existing contracts.
.
e. In the event that either of the Sponsors elect to terminate its own
responsibilities under this Agreement, and the remaining Sponsor elects to continue to
participate in the Study, the Government shall negotiate in good faith with the remaining
Sponsor to effect a timely and productive conclusion to that portion of the Study
pertaining to the remaining Sponsor s area of statutory authority. The Government shall
prepare a revised PMP and revised estimated Study Costs, including the remaining
Sponsor s share, to complete that portion of the Study of interest to the remaining
Sponsor. lfthe remaining Sponsor elects to complete the Study, this Agreement shall be
amended to reflect the negotiated revisions to the PMP and Study Costs. Cost
amendments to this Agreement made pursuant to this paragraph shall reflect credits for
7
the previous cash and in-kind contributions of all Study Sponsors and shall reflect task
reductions made as a result of withdrawal of any Study Sponsor.
.
ARTICLE XI - NOTICES
A. Any notice, request, demand, or other communication required or permitted to
be given under this Agreement shall be deemed to have been duly given if in writing and
either delivered personally or by telegram or mailed by first-class, registered, or certified
. mail, as follows:
If to the City of Eugene, Oregon:
City of Eugene,
City Engineer (currently Mark Schoening)
858 Pearl Street
Eugene, OR 97401
If to the City of Springfield, Oregon:
City of Springfield
Public Works Director
225 Fifth Street
Springfield, OR 97477
.
If to Lane County:
Ollie Snowden
Lane County, Public Works Director
3040 North Delta Highway
Eugene, Oregon 97408
If to the Government:
District Engineer
USA ED, Portland
P.O. Box 2946
Portland, Oregon 97208-2946
(cc: Eric Bluhm, Project Manager, CENWP-PM-FP)
B. A party may change the address to which such communications are to be
directed by giving written notice to the other party in the manner provided in this Article.
C. Any notice, request, demand, or other communication made pursuant to this
Article shall be deemed to have been received by the addressee at the earlier of such time
as it is actually received or seven calendar days after it is mailed.
.
8
'.
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.
.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
which shall become effective upon the date it is signed by the District Engineer.
DEPARTMENT OF THE ARMY
CITY OF EUGENE, OREGON
BY:
Richard W. Hobernicht
Colonel, Corps of Engineers
District Engineer
Portland District
;;-BY: I ~ \ - fr,'
de ~ennis Taylor
t- City Manager
DATE:
DATE:
ClTY OF SPRINGFIELD, OREGON
LANE COUNTY, OREGON
BY:
-
~p. 'Y
~.. . C'l~ P\"\~"i\')
City Manager
.. c
'-~
wJJ~q.U~~
BY:
Ac\\f'"<':"
Bill Van Vactor
County Administrator
DATE: S E: {\~ <'-" \!.t({
C,_ :l L, - 0 '7
2. b -:l. (::)() -:s
\
DATE:
APPROVED AS TO FORM
Date f- .2 b - 03 lane county.
...._.__~~_ h/
'-~:"Irr. t......:.: . -.:'- "~~-;--El
'--'\' .....l. ...... L./. "':'!"'\L '-'-.......,.....::, L..
9
CERTIFICATE OF AUTHORITY
I,Gle...1/V\. K\e.....~ , do hereby certify that I am the principal legal officer of the
City of Eugene, Oregon, that the City of Eugene is a legally constituted public body with
full authority and legal capability to perform the terms of the Agreement between the
Department of the Army, the City of Eugene, the City of Springfield, and Lane County in
connection with the Eugene-Springfield, Oregon Metropolitan Waterways General
Investigation, Feasibility Study, and that the persons who have executed this Agreement
on behalf of the City of Eugene have acted within their statutory authority.
IN WITNESS WHEREOF, I have made and executed this certification this
)-u~ dayof ~- , ~}
10
.
.
.
.
CERTIFICATE OF AUTHORITY
~ 00~O\-
I, t) )u..,. ~ l crp,\-'rl, do hereby certi fy that I am-'the principal legal offic<;Sof
the City of Springfield, Oregon, that the City of Springfield is a legally constituted public
body with full authority and legal capability to perform the terms of the Agreement
between the Department of the Am1Y, the city of Eugene, the City of Springfield, and
Lane County in connection with the Eugene-Springfield, Oregon Metropolitan
Watef\vays General Investigation, Feasibility Study, and that the persons who have
executed this Agreement on behalf of the City of Springfield have acted within their
statutory authority.
IN WITNESS WHEREOF, I have made and executed this certification this
2. G 1'4- day of sc:...{>"t1:.......a~{( , '2 Dc.3 .
.
.
Signature:
~O>'U''->.-~ LQ.P.\~
Pril~l~d name:~ c>.. ~ <,,-",, ..~ Lc::..A~'
Full Title:
C I"""\' ( \-,,-'0: D-.."\ ~~~ \
11
CERTIFICATE OF AUTHORITY
A1K
ivJI. .t'~ /Cj-r:lN</ .4--rr/~/... (
F.(~./1;
.
/1ft-' /.!rTv4!/1c-7
I, A1,4/2c ~4./cL-L , do hereby certify that I ami-the principal legal officer of
Lane County, Oregon, that Lane County is a legally constituted public body with full
authority and legal capability to perfoffi1 the terms of the Agreement between the
Department of the Army, the city of Eugene, the City of Springfield, and Lane County in
connection with the Eugene-Springfield, Oregon Metropolitan Waterways General
Investigation, Feasibility Study, and that the persons who have executed this Agreement
on behalf of th.:: C:t) &f Springfield have acted within their statutory authority.
Lvi:J.z.. ~i.'<-(.I1-d
IN WITNESS WHEREOF, I have made and executed this certification this
2 {, day of ~/r , Jot73 .
r
Signature:
";;;~ '
0't:~ ~~~
.,/ " _ t'
Printed name: /f1:.fJ2 ( 1<-'<t'/.h./c~L-L
Full Title:
LkV~/ ~.I5 ~~~J
.
.
12
.
CERTIFICATION REGARDING LOBBYING
The undersigned certifies, to the best of his or her knowledge and belief that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf
of the undersigned, to any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of Congress, or
an employee ofa Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering
into of any cooperative agreement, and the extension, continuation, renewal, amendment,
or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be
paid to any person for influencing or attempting to influence an officer or employee of
any agency, a Member of Congress, an officer or employee of Congress, or an employee
of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form-LLL,
"Disclosure Fom1 to Report Lobbying," in accordance with its instructions.
.
(3) The undersigned shall require that the language of this certification be
included in the award documents for all subawards at all tiers (including subcontracts,
subgrants, and contracts under grants, loans, and cooperative agreements) and that all
subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into. Submission of this certification is
a prerequisite for making or entering into this transaction imposed by Section 1352, Title
31, U.S. Code. Any person who fails to file the required certification shall be subject to a
civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
~. ~ h L-1-
~ City of Eugene, Oregon
--
DATE~ v" 1'93
(
.
13
.
CERTIFICATION REGARDING LOBBYING
The undersigned certifies, to the best of his or her knowledge and belief that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf
of the undersigned, to any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of Congress, or
an employee ofa Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering
into of any cooperative agreement, and the extension, continuation, renewal, amendment,
or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be
paid to any person for influencing or attempting to influence an officer or employee of
any agency, a Member of Congress, an officer or employee of Congress, or an employee
of a Member of Congress in cOlmection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard FOffi1-LLL,
"Disclosure Form to Report Lobbying," in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be
included in the award documents for all subawards at all tiers (including subcontracts,
subgrants, and contracts under grants, loans, and cooperative agreements) and that all
subrecipients shall certify and disclose accordingly.
.
This certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into. Submission of this certification is
a prerequisite for making or entering into this transaction imposed by Section 1352, Title
31, U.S. Code. Any person who fails to file the required certification shall be subject to a
civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
~~ P~10L'r
City of Springfield, Oregon
DATE:
0, - Z~ - D >
.
14
. .
.
CERTIFICATION REGARDING LOBBYING
The undersigned certifies, to the best of his or her knowledge and belief that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf
of the undersigned, to any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of Congress, or
an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federalloan~ the entering
into of any cooperative agreement, and the extension, continuation, renewal, amendment,
or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be
paid to any person for influencing or attempting to influence an officer or employee of
any agency, a Member of Congress, an officer or employee of Congress, or an employee
of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form-LLL,
"Disclosure Form to Report Lobbying," in accordance with its instructions.
.
(3) The undersigned shall require that the language of this certification be
included in the award documents for all subawards at all tiers (including subcontracts,
sub grants, and contracts under grants, loans, and cooperative agreements) and that all
subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into. Submission of this certification is
a prerequisite for making or entering into this transaction imposed by Section 1352, Title
31, U.S. Code. Any person who fails to file the required certification shall be subject to a
civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
~
CJJfl~q'c)4~
Lane County, Oregon
DA TE: ~'~ ~ fa -O'?
APPROVED AS TO FORM
Date r.- 2 t' - <.;-J lane county
.~ h~.
--~.:::.~ ~-Y-::7
. CJi';I"'C ,,,",C I E'-t.' CO" 'I~E'
.......... ....... - -..J.-"L U '!oJ L.
15