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Res 1884 - ODOT Fund Agr 24,6222COUNCIL BILL NO. 2711 RESOLUTION NO. 1884 A RESOLUTION ENTERING INTO IMMEDIATE OPPORTUNITY FUND AGREEMENT NUMBER 24,622 WITH THE STATE OF OREGON AND AUTHORIZING THE CITY ADMINISTRATOR TO SIGN SUCH AGREEMENT. WHEREAS, by authority granted in ORS 190.110, 366.572 and 366.576 the State of Oregon acting through its Department of Transportation is authorized to enter into agreements with cities for the performance of work on certain types of improvement projects with the allocation of costs on terms and conditions mutually agreeable to the contracting parties; and WHEREAS, North Front Street is a part of the City street system under the jurisdiction and control of the City of Woodburn; and WHEREAS, a project has been developed to improve the North Front Street gateway to downtown Woodburn that enhances the appearance and access to the downtown area that meets Immediate Opportunity Fund Type B criteria; and WHEREAS, the Oregon Economic and Community Development Department has recommended use of Immediate Opportunity Fund not to exceed $250,000 for the North Front Street project; and WHEREAS, the State of Oregon, Department of Transportation, has provided Immediate Opportunity Fund Agreement No. 24,622 outlining terms and conditions for a grant of $250,000 to improve the North Front Street gateway to downtown Woodburn and enhance the appearance and access to the downtown area; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City of Woodburn enter into Immediate Opportunity Fund Agreement No. 24,622, which is affixed as Attachment "A" and by this reference incorporated herein, with the State of Oregon acting by and through its Department of Transportation to improve the North Front Street gateway to downtown Woodburn and enhance the appearance and access to the downtown area. Page 1 - COUNCIL BILL NO. 2711 RESOLUTION NO. 1884 Section 2. That the City Administrator of the City of Woodburn is authorized to sign said agreement on behalf of the City. Approved as to form City Attorngn Appro Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder r) rn P ATTEST: Mary nant City Recorder City of Woodburn, Oregon Page 2 - COUNCIL BILL NO. 2711 RESOLUTION NO. 1884 March 26, 2008 March 26, 2008 March 26, 2008 February 28, 2008 Misc. Contracts & Agreements No. 24,622 IMMEDIATE OPPORTUNITY FUND AGREEMENT Woodburn Downtown Revitalization City of Woodburn THIS AGREEMENT is made and entered into by and between the STATE OF OREGON, acting by and through its Department of Transportation, hereinafter referred to as "State"; and the CITY OF WOODBURN, acting by and through its elected officials, hereinafter referred to as "Agency", collectively referred to as "Parties." RECITALS 1. The Oregon Transportation Commission (OTC) at its July 15, 1988, meeting approved establishing an Immediate Opportunity Fund (IOF) to support primary economic development in Oregon through the construction and improvement of streets and roads. The OTC, at its meeting on October 10, 2006, revised the guidelines for the use of this fund. IOF funds are limited to Type A) specific economic development projects that affirm job retention and job creation opportunities; Type B) revitalization of business or industrial centers to support economic development and quality development objectives, and Type C) preparation of Oregon certified project -ready industrial sites. 2. North Front Street is a part of the city street system under the jurisdiction and control of Agency. 3. By the authority granted in ORS 190.110, 366.572 and 366.576, State may enter into cooperative agreements with counties, cities and units of local governments for the performance of work on certain types of improvement projects with the allocation of costs on terms and conditions mutually agreeable to the contracting Parties. 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. Agency, in order to improve the North Front Street Gateway to downtown Woodburn, agrees to make roadway improvements to North Front Street from Harrison Street to OR 214 to enhance the appearance and access to the downtown core area that meets the IOF criteria. The improvements will consist of the installation of new curbs, planter strip, driveway approaches and bulb -outs between Harrison Street and Hardcastle Street; the section north of Hardcastle Street will require full reconstruction and will consist of two 12 -foot travel lanes, curb extensions, planter strips and sidewalk; finally, overhead utility lines will be moved underground between the downtown core area to OR 214, hereinafter referred to as "Project". Key Number: 15583 City of Woodburn/ODOT Agreement No. 24,622 The North Front Street Gateway Project meets Type B IOF criteria. The location of the Project is approximately as shown on the sketch map attached hereto, marked "Exhibit A," and by this reference made a part hereof. 2. The Oregon Economic and Community Development Department (OECDD) recommends use of IOF for this Project. State agrees to provide IOF not to exceed $250,000 to help finance the road construction portion of this Project. Agency and/or others will provide the remaining Project funding. The total estimated cost of this Project is $2,257,045. 3. This Agreement is effective on the date all required signatures are obtained and shall terminate upon completion of the Project and receipt of documentation of created and filled positions outlined under Agency obligations or five (5) years, whichever occur first. STATE OBLIGATIONS 1. State shall, at its own expense, assign a liaison person to monitor work performed. State shall review all environmental documents, Project plans, specifications, and cost estimates prepared by Agency or its consultants within twenty (20) working days of submittal by Agency and before advertisement of construction bids. 2. Once construction is under way, and approved monthly itemized invoices have been received, State shall reimburse Agency for 90 percent of the eligible Project construction costs incurred within 45 days. State shall reimburse Agency until the total of $250,000 of approved IOF have been paid, or until the Project is completed, whichever comes first. 3. State's Project Manager for this Project is the Region 2 STIP Coordinator, McGregor Lynde, 455 Airport Road, Building B, Salem, Oregon, 97301-5395; Phone (503) 986.2651, email mcgregor.lynde odot.state.or.us, or an individual designated by the Region 2 Manager in the event of the unavailability of the aforementioned individual. AGENCY OBLIGATIONS Agency, or its consultant, shall conduct the necessary preliminary engineering and design work required to produce final plans, specifications and cost estimates; obtain all required permits; arrange for all utility relocations or reconstruction; perform all construction engineering, including all required materials testing and quality documentation; prepare all bid documents; provide Project management services, and other necessary functions for sole administration of the contract. 2. Agency shall advertise and award all contracts, and pay all contractor costs. Within two (2) years after the Agreement execution date, unless granted an extension by 2 City of Woodburn/ODOT Agreement No. 24,622 State, Agency shall award a contract for construction of Project. Construction must be completed within five (5) years of the Agreement date. If either time limit expires, this Agreement shall terminate immediately with all Parties. 3. Agency ensures that State's contribution of 50 percent of the actual road construction costs not to exceed $250,000 will be applied to preliminary engineering and construction only. Agency shall be responsible for funding the remaining Project costs. 4. Agency shall submit to the assigned Project Manager all environmental documents, Project plans, scope of work, specifications and cost estimates before advertisement for construction bids. 5. Agency shall lay out and paint the necessary lane lines and erect the required directional and traffic control signing for the Project. 6. Agency shall be responsible for 100 percent of electrical energy costs associated with the luminaries installed as a part of this Project. The power company shall send power bills directly to Agency. 7. Agency agrees that State road standards shall be used for that portion within State rights of way. 8. Agency shall require contractor to obtain and keep in effect during the term of the contract Comprehensive or Commercial General Liability Insurance covering bodily injury and property damage. This insurance shall include personal injury coverage, contractual liability coverage for the indemnity provided under this Agreement and products/completed operations liability. Combined single limit per occurrence shall not be less than $1,000,000 or the equivalent. Each annual aggregate limit shall not be less than $2,000,000 when applicable. The certificate of insurance shall include the State of Oregon, Transportation Commission and its members, Department of Transportation, officers and employees as additional insured. Agency shall provide a copy of the certificate to State prior to construction of the project. The insurance coverage shall not be amended, altered, modified or cancelled insofar as the coverage contemplated herein is concerned without at least thirty (30) days prior written notice. 9. 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. Agency shall ensure that each of its subcontractors complies with these requirements. 11.Agency shall keep accurate cost accounting records. Agency shall prepare and submit monthly itemized, progress billings for construction directly to State's Region K3 City of Woodburn/ODOT Agreement No. 24,622 2 Project Manager for review and approval. Such billings shall be in a form acceptable to State and documented in an easily verified manner. 12.Agency shall maintain and operate the Project at a minimum level that is consistent with normal depreciation and/or service demand. Maintenance responsibilities shall survive termination of this Agreement. 13.Agency agrees that should any environmental or land -use issues arise at any time during the development or construction of the Project, State may, at its discretion and when exercised in good faith, suspend payments until it is satisfied that the issue has been resolved. However, Agency may use its own funds to continue the Project and shall be reimbursed by State as provided for in this Agreement once State is satisfied that the issue has been resolved. 14.Agency shall submit to State any change orders that substantially change the plans and specifications or the submitted scope of work as outlined in Agency Obligations, 4, or to the improvements listed in Terms of Agreement, Paragraph 1. 15. Agency shall provide to State permanent mylar "as constructed" plans for work on state highways. 16. Agency shall, to the extent permitted by the Oregon Constitution and the Oregon Tort Claims Act, indemnify, defend, save, and hold harmless the State of Oregon, Oregon Transportation Commission and its members, Oregon Department of Transportation and its officers and employees, from all claims, suits or actions of any nature arising out of activities of Agency, its consultant, its contractor, its officers, subcontractors, agents, or employees under this Agreement. 17. Notwithstanding the foregoing defense obligations under the Paragraph above, neither Agency nor any attorney engaged by Agency 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 is prohibited from defending the State of Oregon, or that Agency 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 any claims it may have against Agency if the State of Oregon elects to assume its own defense. 18.Agency acknowledges and agrees that State, the Oregon Secretary of State's Office, the federal government, and their duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans and writings of Agency that are pertinent to this Agreement to perform examinations and 12 City of Woodburn/ODOT Agreement No. 24,622 audits and make excerpts and transcripts. Agency shall retain and keep all files and records for a minimum of six (6) years after completion of the Project. 19. 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 27913.270 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. 20.Agency shall not enter into any subcontracts for any of the work scheduled under this Agreement without obtaining prior written approval from State. 21. Agency shall enter into and execute this Agreement during a regular, duly authorized session of its City Council. 22. Agency's project manager is the Public Works Program Manager, 190 Garfield Street, Woodburn, Oregon 97071; Phone (503) 982-5245, or designee. GENERAL PROVISIONS 1. State and Agency grant authority to each other to enter onto its respective right of way for construction and Project monitoring. 2. Termination a. Parties Right to Terminate for Convenience. This Agreement may be terminated at any time by mutual written consent of the Parties. b. State's Right to Terminate for Convenience. State may, at its sole discretion, terminate this Agreement, in whole or in part, upon thirty (30) days' written notice to Agency. c. State's Right to Terminate for Cause. State may terminate, in whole or in part, immediately upon notice to Agency, or at such later date as State may establish in such notice, upon the occurrence of any of the. following events: 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. 0 City of Woodburn/ODOT Agreement No. 24,622 ii. If federal or state laws, regulations or guidelines are modified or interpreted in such a way that either the work under this Agreement is prohibited, or State is prohibited from paying for such work from the planned funding source; iii. If Agency fails to provide its share of the cost of the Project. A. Any termination of this Agreement shall not prejudice any rights or obligations accrued to the Parties before termination. 3. Agency agrees to refund to State all IOF paid to Agency in connection with this Project if this Agreement is terminated for any reason prior to completion of Project. Refund to State shall be within six months from termination date. 4. 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. 5. This Agreement and attached exhibits constitute the entire agreement between the Parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. No waiver, consent, modification, or change of terms of this Agreement shall bind either Party unless in writing and signed by both Parties and all necessary approvals have been obtained. Such waiver, consent, modification, or change, if made, shall be effective only in the specific instance and for the specific purpose given. The failure of State to enforce any provision of this Agreement shall not constitute a waiver by State of that or any other provision. IN WITNESS WHEREOF, the Parties hereto have set their hands as of the day and year hereinafter written. This Project is in the 2006-2009 Statewide Transportation Improvement Program, (Key #15583) that was approved by the Oregon Transportation Commission on September 12, 2007 (or subsequently approved by amendment to the STIP). The Oregon Transportation Commission on June 18, 2003, approved Delegation Order No. 2, which authorizes the Director to approve and execute agreements for day-to-day operations. Day-to-day operations include those activities required to implement the biennial budget approved by the Legislature, including activities to execute a project in the Statewide Transportation Improvement Program. Signature Page to Follow R City of Woodburn/ODOT Agreement No. 24,622 On August 2, 2005, the Director, Deputy Director, Highways and Chief Engineer approved Subdelegation Order No. 5, in which the Director, Deputy Director, Highways and Chief Engineer delegate authority to the Region Managers to approve and sign intergovernmental agreements over $75,000 up to a maximum of $500,000 when the work is related to a project included in the Statewide Transportation Improvement Program (STIP) or in a line item in the legislatively adopted biennial budget. CITY OF WOODBURN, by and through its STATE OF OREGON, by and elected officials through its Department of Transportation By By Title Region 2 Manager Date Date By APPROVAL RECOMMENDED Title By Region 2 Planning and Development Date Manager APPROVED AS TO LEGAL SUFFICIENCY Date By Agency Counsel APPROVED AS TO LEGAL SUFFICIENCY Date By Agency Contact: Assistant Attorney General Randy Rohman Public Works Director Date City of Woodburn 190 Garfield Street State Contact: Woodburn, Oregon 97071 McGregor Lynde Phone: 503.982.5245 Region 2 STIP Coordinator 455 Airport Road, Building B Salem, Oregon 97301-5395 Phone: 503.986.2651 7 LEC STATE HIG IMMEDIATE OPPORTUNITY FUND PROJECT LOCATION ODOT REGION 2 } CITY OF WOODBURN DOWNTOWN REVITALIZATION 'This product is for informational purposes and may not have been prepared for or be suitable for legal, 0 SCALE 0.5 MILES engineering, or surveying purposes. Users of this I i information should review or consult the primary data SPECIAL PROJECT p 1992 and information sources to ascertain the usability JUNE 2007 of the information.' PRODUCED BY COOT - GIS UNIT - (503)986.3154