[ Council Communication ]  [19017 ]  [19489 ]  [19686 ]

Council Communication

Title:	Approval of Three Agreements with the Oregon Department of Transportation: 1. Agreement No. 19017 - Traffic Signal Maintenance Agreement City of Ashland 2. Agreement No. 19489 - 2001 Oregon Transportation Initiative Act Agreement - Siskiyou Boulevard ~ Lithia Way & E. Main Street 3. Agreement No. 19686 - Cooperative Improvement Agreement Helman - 2n° Street & Valley View to 4th
Dept:	Public Works Department
Date:	July 16, 2002
Submitted By:	Paula Brown
Reviewed By: ........................	Greg Scoles, City Administrator

Synopsis:	Attached are copies of the two proposed agreements with the Oregon Department of Transportation (ODOT).  ODOT's policy is to have the City Council enter into these agreements. These agreements are summarized here and in more detail in the background section of this memo. 1. Agreement No. 19017 - Traffic Signal Maintenance Agreement City of Ashland: This agreement covers the electrical and maintenance responsibilities of the traffic signals within the City of Ashland. 2. Agreement No. 19489 - 2001 Oregon Transportation Initiative Act Agreement - Siskiyou Boulevard ~ Lithia Way & E. Main Street: This agreement provides the City with $500,000 for construction funds for the E. Main / Gresham / Lithia Way / Siskiyou intersection. 3. Agreement No. 19686 - Cooperative Improvement Agreement Helman - 2nd Street & Valley View to 4th: This agreement is to add curb extension at four intersections in the downtown section and to change the signal and illumination pole designs.
Recommendation:	It is recommended that Council approve the following agreements with the Oregon Department ofTransportation: 1. Agreement No. 19017 - Traffic Signal Maintenance Agreement City of Ashland 2. Agreement No. 19489 - 2001 Oregon Transportation Initiative Act Agreement- Siskiyou Boulevard ~ Lithia Way & E. Main Street [Note that as a part of accepting the Oregon Transportation Initiative Act (OTIA) Agreement, the City will also be required to accept jurisdiction of the project area. A transfer of jurisdiction requires Council resolution and is proposed in a separate Council action in this meeting.] 3. Agreement No. 19686 - Cooperative Improvement Agreement Helman - 2nd Street & Valley View to 4th
Fiscal Impact:	Each of the agreements has a unique set of requirements and fiscal impacts that are outlined below. 1. Agreement No. 19017 - Traffic Signal Maintenance Agreement City of Ashland. The City is responsible for the electricity costs of each signal. This new agreement also has the City responsible for the maintenance of the signals that are now within the City's jurisdiction. It is estimated that the maintenance costs will not exceed $1500 per operating signal per year. Once all of the new signals are installed as a part of the Siskiyou project, the City will "own" 8 signals. The maintenance costs are anticipated to be less than $12,000 annually. The electricity costs are metered and for all current signals (16) have averaged less than $16,000 per year. Typically, the City has agreed to provide electricity for each of the signals within the City limits (currently 14). ODOT has been responsible for the maintenance of all of the signals on their system - so all but the signal installed by the City at Mountain and E. Main. The City currently owns four traffic signals at Mountain and E. Main Street and the three newly acquired signals at Siskiyou and Beach, Siskiyou and Mountain, and Siskiyou and Wightman (prior jurisdictional exchange). Upon installation of the new signals for the Fire Station, and new signals as a part of the intersection redesign at Gresham / Third and E. Main, E Main and Lithia Way, and Sherman and Siskiyou the City will fully own 8 signals. 2. Agreement No. 19489 - 2001 Oregon Transportation Initiative Act Agreement - Siskiyou Boulevard ~ Lithia Way & E. Main Street. The City applied for and received approval for a grant for the intersection improvements from Third Street to E. Main Street on both Siskiyou and Lithia Way. This project is being funded under the Oregon Transportation Initiative Act and ODOT will fund up to $500,000 of the actual construction costs of this project. The current design/construction estimate is approximately $750,000. Costs beyond the $500,000 ODOT reimbursement will come from the Street Fund. As a part of the agreement, the City must assume jurisdiction of this portion of Highway 99 (as shown in item #3 below). 3. Agreement No. 19686 - Cooperative Improvement Agreement Helman - 2nd Street & Valley View to 4th . The City requested ODOT's support in providing pedestrian improvements to the Downtown core. The City had already committed to designing the pedestrian improvements and has hired Hammond Engineering to accomplish this task (contract amount includes additional intersections at a total cost of $21,000). This agreement will also require the City to maintain the signal and illumination poles, which is estimated to be less than $500 per year.
Background:	Agreement No. 19017 - Traffic Signal Maintenance Agreement City of Ashland. Typically, the City has agreed to provide electricity for each of the signals within the City limits (currently 14). ODOT has been responsible for the maintenance of all of the signals on their system - so all but the signal installed by the City at Mountain and E. Main. This new agreement requires the City to be responsible for the maintenance of the signals that are now within the City's jurisdiction. The City does not have the expertise to maintain signals and has requested this cost estimate and agreement from ODOT as they will continue to be responsible for maintaining signals on their system. The City currently owns four traffic signals at Mountain and E. Main Street and the three newly acquired signals at Siskiyou and Beach, Siskiyou and Mountain, and Siskiyou and Wightman (prior jurisdictional exchange). Upon installation of the new signals for the Fire Station, and new signals as a part of the intersection redesign at Gresham / Third and E. Main, E Main and Lithia Way, and Sherman and Siskiyou the City will fully own 8 signals. ODOT continues to have jurisdiction of the signals on Ashland Street and from Third Street north on Lithia Way and E/N Main Street. Agreement No. 19489 - 2001 Oregon Transportation Initiative Act Agreement- Siskiyou Boulevard ~ Lithia Way & E. Main Street. The City applied for and received ODOT approval for a grant for the intersection improvements from Third Street to E. Main Street on both Siskiyou and Lithia Way. This project is being funded under the Oregon Transportation Initiative Act and ODOT will fund up to $500,000 of the actual construction costs of this project. The current design/construction estimate is approximately $750,000. This agreement has several requirements and controls that staff is comfortable meeting. This project also requires the city to accept jurisdiction of the project area as shown on a separate Council action in this packet. If the City does not accept ownership, then the project will not be funded by ODOT. Agreement No. 19686 - Cooperative Improvement A~;reement Helman - 2 Street & Valley View to 4th. The City recognizes the need for better pedestrian improvements and concrete bump outs through the downtown core. As a first step, the City has requested support from ODOT to incorporate four intersections into ODOT's project to upgrade traffic signals at Helman at Main, Pioneer at Lithia Way, and 2nd Street at both Pioneer and Lithia Way. The City is completing the design and will work with ODOT to gain their approval. ODOT has also acknowledged the City's desire to maintain historic compatibility with the downtown core and will design the signal poles and luminaries to the City's standards - as long as the City agrees to maintain these "different" (than ODOT standard) fixtures.

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July 11,2002 Misc. Contracts & Agreements

No. 19017 - TRAFFIC SIGNAL MAINTENANCE AGREEMENT CITY OF ASHLAND

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 "ODOT"; and the CITY OF ASHLAND, acting by and through its Elected Officials, hereinafter referred to as "City".

WITNESSETH

RECITALS

1. By the authority granted in ORS 190.110, 366.770 and 366.775, ODOT may enter into cooperative agreements with the various counties and 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.

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. This agreement shall cover the electrical, maintenance and timing responsibilities of the traffic signals and flashing beacons identified in Exhibit A, attached hereto and by this reference made a part hereof.

2. The traffic signals listed and flashing beacons in Unit 1 of Exhibit A are part of the City's system under the jurisdiction and control of the City.

3. The traffic signals listed in Unit 2 of Exhibit A are part of ODOT's highway system under the jurisdiction and control of ODOT.

4. This agreement will cover the electrical and maintenance responsibilities of the traffic signals identified in Exhibit A. The total cost of the maintenance of traffic signals and flashing beacons listed in Unit 1 of Exhibit A shall not exceed $1500 per traffic signal, per year. The total cost of the State's share of maintenance costs obligated under this agreement shall not exceed $120,000 in State Funds during the term of this Agreement. Said cost is subject to review for inflation, and any changes shall be by a fully executed amendment, signed by both parties. Maintenance does not include repairs performed on an emergency basis; emergency costs shall be the liability of the party that has jurisdiction of the respective traffic signal or flashing beacon. In addition, maintenance does not include repairs that are a result of a construction project, said construction costs shall be addressed under separate agreements.

5. This agreement shall become effective on the date all required signatures are obtained and shall terminate on February 28, 2012.

6. This agreement shall supercede portions of any and all previous agreements relating to electrical and maintenance responsibilities of the traffic signals and flashing beacons identified in Exhibit A. Upon execution of this agreement, the above-mentioned agreements shall be deemed terminated.

CITY OBLIGATIONS

1. City hereby grants ODOT the right to enter onto and occupy city right-of-way for the performance of necessary maintenance for the traffic signal and flashing beacon equipment, including detector loops and illumination affixed to or powered from the traffic signals or flashing beacons.

2. City shall retain ownership of traffic signals and flashing beacons outlined in Unit 1 of Exhibit A.

3. City shall maintain the asphaltic concrete pavement surrounding the vehicle detector loops installed in the City street in such a manner as to provide adequate protection for said detector loops. Damage, if any, caused from City road projects shall be the responsibility of the City.

4. Electrical Payments: City shall pay for 100 percent of electrical energy consumed in the daily operation of the traffic signals and flashing beacons in Units 1 & 2 of   Exhibit A.

5. Maintenance Payments: City shall, upon receipt of itemized monthly billing from ODOT, reimburse ODOT for 100 percent of maintenance and timing costs of traffic signals and flashing beacons listed in Unit 1 of Exhibit A. Said payments shall be within 45 days of receipt of invoice.

6. City shall enter into and execute this agreement during a duly authorized session of its City Council.

ODOT OBLIGATIONS

1. ODOT shall perform all necessary maintenance and timing of traffic signals and flashing beacons located at the intersections listed in Units 1, & 2 of Exhibit A.

2. ODOT shall retain ownership of traffic signals and flashing beacons outlined in Unit 2 of Exhibit A. ODOT shall be responsible for the timing of these traffic signals.

3. ODOT shall pay all maintenance costs of traffic signals and flashing beacons outlined in Unit 2.

4. ODOT shall initially pay all maintenance costs of traffic signals and flashing beacons outlined in Unit 1 in an amount not to exceed $1500 per signal per year. Said maintenance costs do not cover emergencies or construction projects.

5. On a monthly basis, ODOT shall submit billings to City for actual costs incurred for work performed under this agreement for traffic signals and flashing beacons listed in Unit 1. Payments shall be made within forty-five (45) days of the invoice date. Payments shall be submitted to Accounts Receivable, 355 Capitol St NE, Transportation Building, Room 434, Salem, OR 97301.

GENERAL PROVISIONS

1. Both parties, their consultants or subcontractors, if any, and all employers working under this agreement are subject employers under the Oregon Worker's Compensation Law and shall comply with ORS 656.017, which requires them to provide Workers' Compensation coverage for all their subject workers. Both parties shall ensure that each of its contractors complies with these requirements.

2. Both parties 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 279.312, 279.314, 279.316, 279.320 and 279.555, which is incorporated herein by reference. Without limiting the generality of the foregoing, City and ODOT expressly agree to comply with (i) Title VI of Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 and ORS 659.425; (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.

3. Each party shall, to the extent permitted by the Oregon Constitution and by the Oregon Tort Claims Act, indemnify, defend, save, and hold harmless the other party, that other party's governing body, their officers and employees, from any and all claims and other liabilities which may arise in the performance of this agreement, except claims and liabilities based on negligence or other tortious conduct by the other party or its officers or employees acting within the scope of their employment or duties as contemplated under the Oregon Tort Claims Act.

4. This agreement may be terminated by mutual consent of both parties, upon 30 days' notice, in writing and delivered by certified mail or in person.

5. ODOT may terminate this agreement effective upon delivery of written notice to City, or at such later date as may be established by ODOT, under any of the following conditions:

a) If City fails to reimburse ODOT for the maintenance costs of the traffic signals and flashing beacons or fails to pay for electrical energy.

b) If ODOT fails to receive funding, appropriations, limitations or other expenditure authority at levels sufficient to perform the provisions of this agreement.

c) 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 ODOT is prohibited from paying for such work from the planned funding source.

Any termination of this agreement shall not prejudice any rights or obligations accrued to the parties prior to termination.

6. City may terminate this agreement effective upon delivery of written notice to ODOT, or at such later date as may be established by City, if ODOT fails to perform the work provided for under this agreement, within 30 days' written notice from City of such failure to perform, if such failure is not remedied within that time.

7. Both parties acknowledge and agree that each party, the Secretary of State's Office of the State of Oregon, the federal government, and their duly authorized representatives shall have access to the books, documents, papers, and records of both parties which are directly pertinent to the specific agreement for the purpose of making audit, examination, excerpts, and transcripts for a period of three years after final payment. Copies of applicable records shall be made available upon request. Payment for costs of copies is reimbursable by the requesting party. The City's access to ODOT's records is subject to the Oregon public records laws.

8. This agreement and the attached exhibit constitute the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this agreement.

No waiver, consent, modification or change of terms of this agreement shall bind either party unless in writing and signed by both parties and all necessary approvals have been obtained. Such waiver, consent, modification or change, if made, shall be effective only in the specific instance and for the specific purpose given. The failure of ODOT to enforce any provision of this agreement shall not constitute a waiver by ODOT of that or any other provision.

IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their seals as of the day and year hereinafter written.

The Oregon Transportation Commission on January 16, 2002, approved Delegation Order No. 2, which authorizes the Director to approve and execute agreements for day-to-day operations when the work is related to a project included in the StatewideTransportation Improvement Program or a line item in the biennial budget approved by the Commission.

On January 31, 2002, the Director of the Oregon Department of Transportation approved Subdelegation Order No. 2, in which the Director delegates authority to the Executive Deputy Director for Highways to approve and execute agreements over $75,000 when the work is related to a project included in the Statewide TransportationImprovement Program, other system plans approved by the Commission such as the Traffic Safety Performance Plan.

CITY OF ASHLAND, by and through its City STATE OF OREGON, by and through its Council Department of Transportation

- Signature Page -

EXHIBIT A

Unit 1: Under the jurisdiction and control of Unit 2: Under the Jurisdiction and the City Control of ODOT

City pays 100% maintenance & 100% electrical City pays 100% electrical, no maintenance

ODOT pays 100% maintenance, no electrical

Traffic Signals Traffic Signals

OR 99 (Siskiyou Blvd.) ~ E. Main/4t~ Streets (Fire Signal) Maple St. ~ OR 99 (Main St.)

OR 99 (Siskiyou Blvd.) ~ Beach St. Laurel St. ~ OR 99 (Main St.)

OR 99 (Siskiyou Blvd.) ~ Mountain Ave. Helman St. ~ OR 99 (Main St.)

OR 99 (Siskiyou Blvd.) ~ Wightman St. Pioneer St. ~ OR 99 (Main St.)

Mountain Ave. ~ E. Main St. Second St. ~ OR 99 (Main St.)

OR 99 SB (Main St.) ~ Gresham Pioneer St. ~ OR 99 (Lithia Way)

Lithia Way ~ E. Main St. Second St. ~ OR 99 ("C" St.)

Sherman ~ Siskiyou Blvd. OR 99 (Siskiyou Blvd.) ~ OR 66 (Ashland St.)

OR 99 (Siskiyou Blvd.) ~ Walker Ave.

OR 66 (Ashland St.) ~ Walker Ave.

OR 66 (Ashland St.) ~ Tolman Creek Rd.

Flashing Beacons Flashing Beacons

OR 99 NB ~ Fire Station None

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No. 19489

2001 OREGON TRANSPORTATION INVESTMENT ACT AGREEMENT SISKIYOU BLVD. @ LITHIA WAY & EAST MAIN STREET

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 "ODOT"; and the City of Ashland, acting by and through its City Council, hereinafter referred to as "Agency".

RECITALS

1. The 2001 Oregon Transportation Investment Act Program, hereinafter referred to as the "2001 OTIA Program", provides funding for preservation and modernization projects chosen by the Oregon Transportation Commission.

2. The Oregon Transportation Commission selected the projects to be funded under the 2001 OTIA Program at its January 16, 2002 meeting. This selection included Agency's project Siskiyou Blvd. at Lithia Way and East Main Street, as described in Exhibit A.

3. By the authority granted in ORS 190.110, 366.770 and 366.775, 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.

4. By the authority granted in ORS 810.210, ODOT is authorized to determine the character or type of traffic control devices to be used, and to be placed or erected upon state highway at places where ODOT deems necessary for the safe and expeditious control of traffic. No traffic control devices shall be erected, maintained, or operated upon any state highway by any authority other than ODOT, except with it's written approval. Traffic signal work on this Project will conform to the current ODOT standards and specifications.

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 shall make roadway modernization improvements on Siskiyou Blvd. at Lithia Way and East Main Street, hereinafter referred to as "Project". A Project description, budget, and sketch map showing the location and approximate limits of the Project is shown on Exhibit "A", attached hereto and by this reference made a part hereof.

2. The total estimated cost of the Project is $750,000. The budget is shown on Exhibit

3. 2001 OTIA Program funds shall be limited to $500,000. Agency shall be responsible for all costs in excess of the 2001 OTIA Program funded amount for this Project.

4. This agreement shall become effective on the date all required signatures are obtained and shall be completed according to the schedule outlined in Paragraph 4, Agency Obligations. Only work begun after the effective date of this agreement is eligible for reimbursement with OTIA funds.

5. The funds available under the 2001 OTIA Program are State Highway Funds. To be eligible for reimbursement under the 2001 OTIA Program, expenditures must comply with the requirements of Article IX, Section 3a of the Oregon Constitution.

6. Agency and ODOT have.a joint obligation to ensure timely expenditure of 2001 ©TIA Program monies and comply with the provisions of the bonds that finance the 2001 ©TIA Program.

AGENCY OBLIGATIONS

1. Agency, or its consultant, shall conduct the necessary engineering and design work required to produce final plans, specifications and cost estimates; obtain all right-of- way, if any, required for Project in compliance with ORS 281.060; obtain all required permits; arrange for all utility relocations or reconstruction, if any, required for Project in compliance with the standards in Agency Obligations, Paragraph 13; perform all construction engineering, including all required materials testing and quality documentation; prepare all bid documents; advertise and award all contracts; provide Project management services; and other necessary functions for administration of the contract.

2. The Project shall be developed in conformance with ODOT's standards.

3. Traffic signal maintenance and power responsibilities are addressed in Signal Maintenance Agreement No. 19017.

4. Agency shall provide ODOT with sufficient information to complete a project prospectus so that ODOT can track Project using ODOT's automated management system.

5. a. Agency shall submit documentation to ODOT's Project Liaison that shows that Agency has met Project key milestones. The Project key milestones, dates, and required documentation are shown below:

Environmental: July 30, 2002

Documentation: Letter from Agency documenting that the milestone has been met.

Right of Way Acquisition: September 30, 2002

Guidelines: It is agreed that Agency will strictly follow the rules, policies and procedures of the "Uniform Relocation Assistance and Real Property Acquisition Policy Act of 1970" as amended, ORS 281.060, ORS 35.345, and the State of Oregon Right of Way Manual.

Documentation: Letter from Agency's legal counsel certifying that 1) right of way acquisition work has been completed in accordance with these guidelines and 2) the right-of-way needed for the Project has been obtained.

Land Use Permits: July 30, 2002

Documentation: Letter from Agency indicating that all Land Use Permits required for final design have been obtained.

Final Plans / Biddable Engineering Documents: July 30,.2002

Documentation: A copy of completed Project plans, specifications and cost estimates.

Contract Advertisement and Award: August 25, 2002

Documentation: A copy of the Award of Contract submitted to the Bureau of Labor and Industries.

Construction Completion: December 30, 2003

Documentation: A letter from Agency indicating that construction is substantially complete.

Project Completion: January 30, 2004

Documentation: Letter from Agency indicating that the Project is complete and open to traffic, accompanied by Agency's final billing to ODOT.

b. If the Agency does not meet a Project milestone date within one month of the date specified in Agency Obligations, Paragraph 4.a, reimbursement of Agency's Project expense shall be changed to one-half of the rate specified in ODOT's Obligation's, Paragraph 1, until such time as the Project has completed the milestone and Project is back on schedule.

c. Immediately upon missing a milestone date, Agency and ODOT shall establish a project review team including Agency's Project Liaison and ODOT's Project Liaison, at a minimum, and may include such other members as are deemed necessary. The project review team shall determine (a) if failure to complete the milestone in question will jeopardize successful completion of Project, (b) what steps must be taken by Agency to ensure successful completion of Project, and (c) revise the Project schedule, if changes are required.

d. In the event that the Project schedule itemized in Agency Obligations 4.a. is revised pursuant to Agency Obligation 4.c, the Agency's Project Liaison and ODOT's Project Liaison shall reduce the revision to writing. The Agency's Project Liaison and ODOT's Project Liaison shall incorporate the revised schedule into the intergovernmental agreement by entering into a formal amendment to this agreement.

e. When the Project is back on schedule according to the milestones set out in Agency Obligations 4.a., including a revised schedule adopted by formal amendment, Agency shall receive any funds withheld by ODOT under the provisions of Paragraph 1 .b. of ODOT's Obligations.

6. Agency shall present invoices for the eligible, actual costs incurred by Agency on behalf of the Project directly to ODOT's Project Liaison for review and approval. Such invoices shall be submitted in the form as shown on Exhibit "C", OTIA Progress Billing, attached hereto and by this reference made a part hereof. Invoices will identify the Project and agreement number, and shall itemize and explain all expenses for which reimbursement is claimed. Invoices shall be presented for periods of not greater than one month, based on actual expenses incurred, and must clearly specify the percentage of completion of the Project.

7. Agency shall submit a billing at the time Agency documents that Construction Completion, as set out in Agency Obligations, Paragraph 4, is complete. The billing will indicate total Project costs incurred to date, whether there are unresolved claims, and the anticipated timeline for resolving claims and closing the Project.

8. Agency shall be responsible for any and all costs of Project which are not covered by OTIA funds, including costs of the Project when the maximum amount of OTIA funds obligated under this Agreement have been expended.

9. Agency agrees to 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 279.312,279.314, 279.316, 279.320 and 279.555, which hereby are incorporated by reference.

10. Agency shall perform the service 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.

11. Agency, its subcontractors, if any, and all employers working under this agreement are subject employers under the Oregon Workers Compensation Law and shall comply with ORS 656.017, which requires them to provide workers' compensation coverage for all their subject workers, unless such employers are exempt under ORS 656.126. Agency shall ensure that each of its contractors complies with these requirements.

12.Agency will maintain the improvements made as a result of the Project at the same level as other similar facilities owned by Agency.

13. Agency agrees that the Project will be on the public right-of-way and will serve general transportation needs.

14. 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.

15. 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 ODOT for reimbursement on work that has been performed and paid for by Agency.

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, and the 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. Agency's Project Liaison for this agreement is Paula Brown 20 East Main St., Ashland OR 97520, (541) 488-5587. Agency's Project Liaison is granted the authority to enter into and execute formal amendments to this agreement when revisions to the Project schedule are deemed necessary by the project review team.

18.Agency shall place signs that identify Project as "Another Project Funded by 2001 Oregon Transportation Investment Act" (ODOT approved design). Agency may affix additional signage that identifies local funds used for the Project.

19. Agency agrees that it will call attention to the Project and help make it visible to the public.

20.Agency agrees to provide progress information and photographs in a suitable format for posting on the OTIA web site maintained by ODOT and to provide appropriate links from Agency's web sites to the OTIA web site.

21 .Agency agrees to comply with the conditions for Project approval adopted by the Oregon Transportation Commission, as set out in Exhibit "B", Special Conditions, which is attached and made part of this Agreement.

ODOT OBLIGATIONS

a. ODOT shall reimburse Agency 100% of eligible, actual construction costs, and all associated construction costs incurred up to the maximum amount of OTIA funds committed for the Project specified in Terms of Agreement, Paragraph 3, provided that Agency is meeting the Project milestones set out in Agency Obligations, Paragraph 4. a. Under no conditions shall ODOT's total obligation exceed $500,000 including all expenses.

b. In the event that Agency has not met a Project milestone, ODOT shall change its rate of reimbursement to Agency to be one-half of the rate specified in Paragraph 1.a. until such time as Project is back on schedule.

c. When the Project is back on schedule, according to the milestones set out in Agency Obligations 4.a., including a revised schedule adopted by formal amendment per Agency Obligations 4.d., ODOT shall pay Agency any funds withheld by ODOT under the provisions of Paragraph 1.b. of ODOT's Obligations.

d. ODOT agrees to comply with the provisions of ORS 293.462 with regard to timely payment.

2. ODOT certifies, at the time this agreement is executed, that sufficient funds are available and authorized for expenditure to finance costs of this agreement within ODOT's current appropriation or limitation of current biennial budget.

3. ODOT's Project Liaison for this agreement is Ken Norton, 3500 Stewart Parkway, Roseburg, OR 97470, (541) 957-3510. ODOT's Liaison shall:

a. Receive any notices provided by Agency under this agreement.

b. Review and process for payment all eligible, actual Project costs incurred within 30 days of the date of receipt of Agency's invoices by ODOT.

c. Advise Agency at Agency's request on matters affecting the Project.

d. ODOT's Project Liaison is granted the authority to enter into and execute formal amendments to this agreement when revisions to the Project schedule are deemed necessary by the project review team.

4. ODOT shall review the documentation provided by Agency to ensure that the Project undertaken by Agency is the Project approved by the Oregon Transportation Commission at its January 16, 2002 meeting.

5. As a Project expense, ODOT shall conduct all traffic signal equipment testing, turn- on, timing costs, plan review, construction engineering, inspection services and maintenance for signal.

6. ODOT shall, on a monthly basis, invoice City for all costs necessary to operate and maintain traffic signal.

7. ODOT shall not be required to approve Agency's selection of contractors, right-of- way purchase, or engineering design documents, except as the Project design affects the state highway system or as required by the conditions of approval adopted by the Oregon Transportation Commission.

8. ODOT shall maintain a web site for the 2001 OTIA Program listing Project status and accomplishment information for Agency's Project.

GENERAL PROVISIONS

1. This agreement may be terminated by mutual consent of both parties.

2. ODOT may terminate this agreement effective upon delivery of written notice to Agency, or at such later date as may be established by ODOT, 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 ODOT fails to correct such failures within 10 days or such longer period as ODOT may authorize.

c. If ODOT fails to receive funding, appropriations, limitations or other expenditure authority at levels sufficient to pay for the work provided in the agreement.

d. 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 ODOT is prohibited from paying for such work from the planned funding source.

If ODOT terminates this agreement for the reasons described in General Provisions, Paragraph 2., "a" or "b" above, Agency must reimburse ODOT for all Oregon Transportation Investment Act funds expended. If Agency fails to reimburse ODOT, ODOT may withhold Agency's proportional share of State Highway Fund distribution necessary to reimburse ODOT for costs incurred by such Agency breach.

Any termination of this agreement shall not prejudice any rights or obligations accrued to the parties prior to termination.

3. Agency acknowledges and agrees that ODOT, the Secretary of State's Office of the State of Oregon, 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 three years after final payment. Copies of applicable records shall be made available upon request. Payment for costs of copies is reimbursable by ODOT.

4. 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 either party to enforce any provision of this agreement shall not constitute a waiver by that party of that or aqy other provision.

IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their seals as of the day and year hereinafter written.

 The Oregon Transportation Commission approved this Project on January 16, 2002.

The Oregon Transportation Commission on January 16, 2002, approved Delegation Order No. 2, which authorizes the Director to approve and execute agreements for day- to-day operations when the work is related to a project included in the Statewide Transportation Improvement Program or a line item in the biennial budget approved by the Commission.

The Director on January 31, 2002, approved Subdelegation Order No. 2, which grants authority to the Deputy Director for' the Oregon Transportation Investment Act to approve and execute agreements over $75,000 when the work is related to a project included in the Statewide Transpo,lation Improvement Program, in the Oregon Transportation Investment Act pro. ect list, or in the approved biennial budget.

APPROVAL RECOMMENDED STATE OF OREGON, by and through Its Department of Transportation

- Signature Page -

EXHIBIT A

CITY OF ASHLAND

SISKIYOU BLVD. @ LITHIA WAY & EAST MAiN STREET

Project will consist of street and sidewalk geometry improvements, and the installation of a multi-phase signal for this non-typical intersection. Improvements will enhance safety and improve the level of service for vehicles and pedestrians, Project will result in a geometry and standard that will allow the city to assume ownership of this segment of the state highway upon completion of the project.

Project Cost Estimate Project Financing

Preliminary engineering Agency Contribution $250,000 33% & design $ *See Note Below

Right-of-way purchase $ 5000

Construction $745,000 OT1A $500,000 67%

Total $750,000

Total $750,000 100%

*This Project will be financed by first using Oregon Transportation Investment Act (OTIA) Funding, this includes right-of-way. The City of Ashland will provide the additional funds for right-of way and to complete the Project in addition to that provided by OTIA. Initial estimates are that the City's contribution has a value of $250.000.

EXHIBIT B

CITY OF ASHLAND

SISKIYOU BLVD @ LITHIA WAY & EAST MAIN STREET

SPECIAL CONDITIONS

The Oregon Transportation Commission approved Projects for funding under OTIA subject to certain conditions:

The City of Ashland shall agree to accept jurisdiction of Rogue Valley Highway No. 63 (Lithia Way) from Engineer's Station 19.46 to Engineer's Station 19.52 AND Rogue Valley Highway No. 63 (East Main) from Engineer's Station 19.46 to Engineer's Station 19.52. Reference Abandonment & Retention Agreement No. 725.

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No. 19686

COOPERATIVE IMPROVEMENT AGREEMENT HELMAN - 2ND STREET & VALLEY VIEW TO 4TH

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 "ODOT"; and the City of Ashland, acting by and through its City Council, hereinafter referred to as "City".

RECITALS

1. Rogue Valley Highway No. 63 (Lithia Way and East Main Street - OR 99) is a part of   the state highway system under the jurisdiction and control of the Oregon Transportation Commission.

2. Valley View Road, Pioneer Street, Helman Street, 4th Street and 2nd Street are a part of the City Street system under the jurisdiction and control of City.

3. The traffic signals located at the intersections of Helman Street @ OR 99 (Main Street), Pioneer Street @ OR 99 (East Main Street), Pioneer Street @ OR 99 (Lithia Way), 2nd Street @ OR 99 (East Main Street), and 2nd Street @ OR 99 (Lithia Way) are under the ownership, jurisdiction and control of ODOT.

4. By the authority granted in ORS 190.110, 366.770 and 366.775, ODOT may enter into cooperative agreements with the counties and cities or units of local government 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

5. By the authority granted in ORS 810.210, ODOT is authorized to determine the character or type of traffic control devices to be used, and to place or erect them upon state highways at places where ODOT deems necessary for the safe and expeditious control of traffic. No traffic control devices shall be erected, maintained, or operated upon any state highway by any authority other than ODOT, except with its written approval. Traffic signal work on this Project will conform to the current ODOT standards and specifications.

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. For the purpose of improving pedestrian safety and enhancing local historic compatibility, ODOT and City plan and propose to replace signals at the intersections of:

Helman @ OR 99 (Main Street)

Pioneer Street @ OR 99 (East Main Street)

Pioneer Street @ OR 99 (Lithia Way)

2nd Street @ OR 99 (Main Street) and 2nd Street @ OR 99 (Lithia Way);

City and ODOT will also add curb extensions at the intersections of Pioneer Street @ OR 99 (Lithia Way) and 2nd Street @ OR 99 (Lithia Way), provide alternate signal and illumination pole treatments, and provide metal sign posts, hereinafter referred to as "Project". 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 total estimated cost of the project is $885,000 in State funds.

3. Project limits start and include the intersection of Valley View Road & OR 99 (North Main) thence southeasterly along OR 99 to the intersection of 4th Street & OR 99.

4. The term of this agreement shall begin on the date all required signatures are obtained and shall terminate on upon project completion. The project shall be completed within 5 calendar years following the date of final execution of this agreement by both parties.

5. Traffic signal maintenance and power responsibilities are addressed in Signal Maintenance Agreement No. 19017.

CITY OBLIGATIONS

1. City shall, at City's expense, provide to ODOT design and specifications for curb extensions located at the intersections of Pioneer Street @ OR 99 (Lithia Way) and 2nd Street @ OR 99 (Lithia Way). Said design and specifications shall meet ODOT standards. City acknowledges and agrees to ODOT reserving the right of approval of said design and specifications.

2. City hereby grants ODOT the right to enter into and occupy City street right-of-way for the purpose of construction of this project.

3. City shall at City expense, maintain all signal and illumination poles and sign posts within said project limits.

4. City acknowledges the effect and scope of ORS 105.760 and agrees that all acts necessary to complete construction of the project which may alter or change the grade of existing city roads are being accomplished at the direct request of the City.

5. City, by execution of this agreement, gives its consent as required by ORS 373.030(2) and ORS 105.760 to any and all changes of grade within the City limits, and gives its consent as required by ORS 373.050(1) to any and all closure of streets intersecting the highway, if any there be, in connection with or arising out of the project covered by the agreement.

6. City, its consultants or subcontractors, if any, and all employers working under this agreement are subject employers under the Oregon Workers Compensation Law and shall comply with ORS 656.017, which requires them to provide workers' compensation coverage for all their subject workers, unless such employers are exempt under ORS 656.126. City shall ensure that each of its contractors complies with these requirements.

7. City acknowledges and agrees that ODOT, the Secretary of State's Office of the State of Oregon, the federal government, and their duly authorized representatives shall have access to the books, documents, papers, and records of City which are directly pertinent to the specific agreement for the purpose of making audit, examination, excerpts, and transcripts for a period of three years after completion of Project. Copies of applicable records shall be made available upon request. Payment for costs of copies is reimbursable by ODOT.

8. City 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 279.312, 279.314, 279.316, 279.320 and 279.555, which hereby are incorporated by reference. Without limiting the generality of the foregoing, City expressly agrees to comply with (i) Title VI of Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 and ORS 659.425; (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.

ODOT OBLIGATIONS

1. ODOT shall conduct the necessary field surveys, soils/geotech investigations, identify any necessary permits, identify and relocate or cause to be relocated any conflicting utility facilities, and perform all preliminary engineering and design work required to produce preliminary/final plans, preliminary/final specifications and cost estimates.

2. ODOT shall award the construction contract, furnish all construction engineering, field testing of materials, technical inspection and project management services for administration of the contract. ODOT shall obtain "Quality Assurance Samples" at specified intervals for testing as established by the State's Quality Assurance Program. The construction contractor shall be responsible for field testing and quality control of materials.

3. As a project expense, ODOT shall replace the signals, provide alternate signal pole treatments, provide alternate illumination pole treatments, and provide metal sign posts listed under TERMS OF AGREEMENT, paragraph 1. ODOT shall perform the signal equipment testing timing and turn-on.

GENERAL PROVISIONS

1. City and ODOT agree that a mutual review of the construction plans will be conducted and concurrence in those plans received at least 6 weeks prior to advertisement for construction bid proposals.

2. This agreement may be terminated by mutual written consent of both parties.

3. ODOT may terminate this agreement effective upon delivery of written notice to City, or at such later date as may be established by ODOT, under any of the following conditions:

a. If City fails to provide services called for by this agreement within the time specified herein or any extension thereof.

b. If City 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 ODOT fails to correct such failures within 10 days or such longer period as ODOT may authorize.

c. If ODOT fails to receive funding, appropriations, limitations or other expenditure authority at levels sufficient to pay for the work provided in the agreement.

d. 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 ODOT is prohibited from paying for such work from the planned funding source.

Any termination of this agreement shall not prejudice any rights or obligations accruedto the parties prior to termination.

4. If City fails to maintain facilities in accordance with the terms of this agreement, ODOT, at its option, may maintain the facility and bill City, seek an injunction to enforce the duties and obligations of this agreement or take any other action allowed by law.

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 ODOT to enforce any provision of this agreement shall not constitute a waiver by ODOT of that or any other provision.

IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their seals as of the day and year hereinafter written.

The Helman - 2nd Street Project was approved by the Oregon Transportation Commission (OTC) on February 13, 2002, key number 08989. The Valley View Road - 4th Street project was approved by the OTC on October 13, 1999, key number 10821.

The Oregon Transportation Commission on January 16, 2002, approved Delegation Order No. 2, which authorizes the Director to approve and execute agreements for day- to-day operations when the work is related to a project included in the Statewide Transportation Improvement Program or a line item in the biennial budget approved by the Commission.

SIGNATURE PAGE TO FOLLOW

On January 31, 2002, the Director of the Oregon Department of Transportation approved Subdelegation Order No. 2, in which the Director delegates authority to the Executive Deputy Director for Highways to approve and execute agreements over $75,000 when the work is related to a project included in the Statewide Transportation Improvement Program.

CITY OF ASHLAND, by and through its STATE OF OREGON, by and through its City Council Department of Transportation

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