State Of Oregon Department Of Transportation (ODOT) ~ IG210002 ~ Grant Agreement Oregon Department Of Transportation Safe Routes To School Program (SRTS) Project Name: Metzger Elementary School - Crossing Misc. Contracts and Agreements
No. 34476
G001-T110420
GRANT AGREEMENT
OREGON DEPARTMENT OF TRANSPORTATION
SAFE ROUTES TO SCHOOL PROGRAM (SRTS)
Project Name: Metzger Elementary School-Crossing
This Grant Agreement ("Agreement") is made and entered into by and between the State of Oregon,
acting by and through its Department of Transportation ("ODOT"), and City of Tigard, acting by and
through its Governing Body, ("Recipient"), both referred to individually or collectively as "Party" or
"Parties."
1. Effective Date. This Agreement shall become effective on the date this Agreement is fully executed
and approved as required by applicable law(the "Effective Date"). The availability of Grant Funds
(as defined in Section 3) shall end five (5) years after the Effective Date (the "Availability
Termination Date").
2. Agreement Documents. This Agreement consists of this document and the following documents:
a. Exhibit A: Project Description, Key Milestones, Schedule and Budget
b. Exhibit B: Recipient Requirements
c. Exhibit C: Subagreement Insurance Requirements
d. Exhibit D: Documentation provided by Recipient prior to execution of the Agreement
(i.e. application, Part 1 of the Project Prospectus)
Exhibits A, B and C are attached to this Agreement. Exhibit D is incorporated by reference. In the
event of a conflict between two or more of the documents comprising this Agreement, the language
in the document with the highest precedence shall control. The precedence of each of the documents
comprising this Agreement is as follows, listed from highest precedence to lowest precedence: this
Agreement without Exhibits; Exhibit A; Exhibit B; Exhibit C; Exhibit D.
3. Project Cost; Grant Funds. The total estimated Project cost is $990,050. In accordance with the
terms and conditions of this Agreement,ODOT shall provide Recipient grant funds in a total amount
not to exceed $792,000 (the "Grant Funds"). Recipient will be responsible for all Project costs not
covered by the Grant Funds.
4. Project.
a. Use of Grant Funds. The Grant Funds shall be used solely for the Project described in Exhibit
A(the"Project") and shall not be used for any other purpose. No Grant Funds will be disbursed
for any changes to the Project unless ODOT approves such changes by amendment pursuant to
Section 4(c).
b. Eligible Costs. Recipient may seek reimbursement for its actual costs to develop the Project,
consistent with the terms of this Agreement("Eligible Costs").
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Agreement No. 34476
L Eligible Costs are actual costs of Recipient to the extent those costs are:
A. reasonable, necessary and directly used for the Project;
B. permitted by generally accepted accounting principles established by the Governmental
Accounting Standards Board, as reasonably interpreted by the State, to be capitalized to
an asset that is part of the Project; and
C. eligible or permitted uses of the Grant Funds under the Oregon Constitution,the statutes
and laws of the state of Oregon, and this Agreement.
ii. Eligible Costs do NOT include:
A. operating and working capital or operating expenditures charged to the Project by
Recipient;
B. loans or grants to be made to third parties;
C. any expenditures incurred before the Effective Date or after the Availability Termination
Date; or
D. costs associated with the Project that substantially deviate from Exhibit A, Project
Description, unless such changes are approved by ODOT by amendment of this
Agreement;
c. Project Change Procedures.
L If Recipient anticipates a change in scope,Key Milestone Dates, or Availability Termination
Date, Recipient shall submit a written request to SRTSProgramMailbox@odot.state.or.us.
The request for change must be submitted before the change occurs.
ii. Recipient shall not proceed with any changes to scope, Key Milestone Dates, or Availability
Termination Date before the execution of an amendment to this Agreement executed in
response to ODOT's approval of a Recipient's request for change. A request for change may
be rejected at the sole discretion of ODOT.
5.Reimbursement Process and Reporting.
a. ODOT shall reimburse Recipient for 80 percent of Eligible Costs up to the Grant Fund amount
provided in Section 3. ODOT shall reimburse Eligible Costs within forty-five (45) days of
ODOT's receipt and approval of a request for reimbursement from Recipient. Recipient must
pay its contractors, consultants and vendors before submitting a request for reimbursement to
ODOT for reimbursement. ODOT will not reimburse more than one request for reimbursement
per month.
b. Recipient must submit to ODOT its first reimbursement request within two (2) years of the
Effective Date.
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c. Each reimbursement request shall be submitted on ODOT's Reimbursement request form
hLtl2s://www.orefzon.jzov/ODOT/Forms/20DOT/7373558.docx to the
SRTSProgramMailbox@odot.state.or.us and include the Agreement number, the start and end
date of the billing period, and itemize all expenses for which reimbursement is claimed. Upon
ODOT's request, Recipient shall provide to ODOT evidence of payment to contractors.
Recipient shall also include with each reimbursement request a summary describing the work
performed for the period seeking reimbursement and work expected for the next period, if any.
d. RESERVED
e. Recipient shall, no later than ninety (90) days after the completion of the Project or Availability
Termination Date, whichever occurs earlier, submit a final reimbursement request. Failure to
submit the final request for reimbursement within ninety (90) days after could result in non-
payment.
f. Upon ODOT's receipt of the final reimbursement request, ODOT will conduct a final on-site
review of the Project. ODOT will withhold payment of the final reimbursement request until
both (i) its SRTS Program Manager, or designee, has completed the final review and accepted
the Project as complete and(ii) Recipient and ODOT staff have signed the Recommendation of
Acceptance Form(ODOT Form No. 737-3560).
g. ODOT's obligation to disburse Grant Funds to Recipient is subject to the satisfaction, with
respect to each disbursement, of each of the following conditions precedent:
L ODOT has received funding, appropriations, limitations, allotments, or other expenditure
authority sufficient to allow ODOT, in the exercise of its reasonable administrative
discretion, to make the disbursement.
ii. Recipient is in compliance with the terms of this Agreement.
W. Recipient's representations and warranties set forth in Section 6 are true and correct on the
date of disbursement with the same effect as though made on the date of disbursement.
h. Recovery of Grant Funds.
L Recovery of Misexpended Funds or Nonexpended Funds. Any Grant Funds disbursed to
Recipient under this Agreement that are either(i)disbursed but unexpended at the end of
the Availability Termination Date ("Unexpended Funds") or (ii) expended in violation
of one or more of the provisions of this Agreement ("Misexpended Funds") must be
returned to ODOT. Recipient shall return all Unexpended Funds to ODOT no later than
fifteen (15) days after the Availability Termination Date. Recipient shall return all
Misexpended Funds to ODOT promptly after ODOT's written demand and no later than
fifteen(15) days after ODOT's written demand.
H. Recovery of Grant Funds upon Termination. If this Agreement is terminated under any
of Sections 9(b)(i),9(b)(ii), 9(b)(iii)or 9(b)(vi),Recipient shall return to ODOT all Grant
Funds disbursed to Recipient within 15 days after ODOT's written demand for the same.
L Reporting
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i. Quarterly Reports. Recipient shall submit quarterly progress reports to ODOT using a format
that ODOT provides. Recipient must submit the reports to
SRTSProgramMailbox@odot.state.or.us by the first Wednesday of March,June, September,
and December.
ii. Final Report. Recipient shall submit a final written report (the "Final Report") to
SRTSProgramMailbox@odot.state.or.us that identifies how hazards have been reduced to
children walking or bicycling to and from school as a direct result of this Project. Recipient
must submit the Final Report within six (6) months after the Project Completion Date.
Recipient's obligation to provide the Final Report will survive Agreement expiration.
6. Representations and Warranties of Recipient. Recipient represents and warrants to ODOT as
follows:
a. Organization and Authority. Recipient is duly organized and validly existing under the laws
of the State of Oregon and is eligible to receive the Grant Funds. Recipient has full power,
authority and legal right to make this Agreement and to incur and perform its obligations
hereunder, and the making and performance by Recipient of this Agreement (1)have been duly
authorized by all necessary action of Recipient and(2) do not and will not violate any provision
of any applicable law, rule, regulation, or order of any court, regulatory commission, board, or
other administrative agency or any provision of Recipient's Articles of Incorporation or Bylaws,
if applicable, (3)do not and will not result in the breach of, or constitute a default or require any
consent under any other agreement or instrument to which Recipient is a party or by which
Recipient or any of its properties may be bound or affected. No authorization, consent, license,
approval of, filing or registration with or notification to any governmental body or regulatory or
supervisory authority is required for the execution, delivery or performance by Recipient of this
Agreement.
b. Binding Obligation. This Agreement has been duly executed and delivered by Recipient and
constitutes a legal,valid and binding obligation of Recipient, enforceable in accordance with its
terms subject to the laws of bankruptcy, insolvency, or other similar laws affecting the
enforcement of creditors' rights generally.
c. No Solicitation. Recipient's officers, employees, and agents shall neither solicit nor accept
gratuities, favors, or any item of monetary value from contractors, potential contractors, or
parties to subagreements. No member or delegate to the Congress of the United States or State
of Oregon employee shall be admitted to any share or part of this Agreement or any benefit
arising therefrom.
d. No Debarment. Neither Recipient nor its principals is presently debarred, suspended, or
voluntarily excluded from any federally-assisted transaction, or proposed for debarment,
declared ineligible or voluntarily excluded from participating in this Agreement by any state or
federal agency. Recipient agrees to notify ODOT immediately if it is debarred, suspended or
otherwise excluded from any federally assisted transaction for any reason or if circumstances
change that may affect this status, including without limitation upon any relevant indictments or
convictions of crimes.
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e. Compliance with Oregon Taxes, Fees and Assessments. Recipient is, to the best of the
undersigned(s) knowledge, and for the useful life of the Project will remain, current on all
applicable state and local taxes, fees and assessments.
7. Records Maintenance and Access; Audit.
a. Records, Access to Records and Facilities. Recipient shall make and retain proper and
complete books of record and account and maintain all fiscal records related to this Agreement
and the Project in accordance with all applicable generally accepted accounting principles,
generally accepted governmental auditing standards and state minimum standards for audits of
municipal corporations. Recipient shall ensure that each of its subrecipients and subcontractors
complies with these requirements. ODOT, the Secretary of State of the State of Oregon (the
"Secretary")and their duly authorized representatives shall have access to the books,documents,
papers and records of Recipient that are directly related to this Agreement, the Grant Funds, or
the Project for the purpose of making audits and examinations. In addition,ODOT,the Secretary
and their duly authorized representatives may make and retain excerpts, copies, and
transcriptions of the foregoing books, documents, papers, and records. Recipient shall permit
authorized representatives of ODOT and the Secretary to perform site reviews of the Project,
and to inspect all vehicles,real property, facilities and equipment purchased by Recipient as part
of the Project, and any transportation services rendered by Recipient.
b. Retention of Records. Recipient shall retain and keep accessible all books, documents,papers,
and records that are directly related to this Agreement,the Grant Funds or the Project for a period
of six (6) years after final payment. If there are unresolved audit questions at the end of the
period described in this section,Recipient shall retain the records until the questions are resolved.
c. Expenditure Records. Recipient shall document the expenditure of all Grant Funds disbursed
by ODOT under this Agreement. Recipient shall create and maintain all expenditure records in
accordance with generally accepted accounting principles and in sufficient detail to permit
ODOT to verify how the Grant Funds were expended.
This Section 7 shall survive any expiration or termination of this Agreement.
8. Recipient Subagreements and Procurements
a. Subagreements. Recipient may enter into agreements with sub-recipients, contractors or
subcontractors (collectively, "subagreements") for performance of the Project.
L All subagreements must be in writing, executed by Recipient and must incorporate and pass
through all of the applicable requirements of this Agreement to the other party or parties to
the subagreement(s). Use of a subagreement does not relieve Recipient of its responsibilities
under this Agreement.
ii. Recipient shall require all of its contractors performing work under this Agreement to name
ODOT as a third-party beneficiary of Recipient's subagreement with the Contractor and to
name ODOT as an additional or "dual" obligee on contractors' payment and performance
bonds.
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iii. Recipient shall provide MOT with a copy of any signed subagreement, as well as any other
purchasing or contracting documentation,upon ODOT's request at any time. Recipient must
report to MOT any material breach of a term or condition of a subagreement within ten(10)
days of Recipient discovering the breach.
b. Subagreement indemnity; insurance.
L Recipient's subagreement(s) shall require the other party to such subagreements(s)
that is not a unit of local government as defined in ORS 190.003, if any, to indemnify,
defend, save and hold harmless State of Oregon, the Oregon Transportation
Commission and its members, the Department of Transportation, their officers, agents
and employees from and against any and all claims, actions, liabilities, damages,
losses, or expenses, including attorneys'fees, arising from a tort, as now or hereafter
defined in ORS 30.260, caused, or alleged to be caused, in whole or in part, by the
negligent or willful acts or omissions of the other party to Recipient's subagreement
or any of such party's officers, agents, employees or subcontractors ("Claims'). It is
the specific intention of the Parties that ODOT shall,in all instances, except for Claims
arising solely from the negligent or willful acts or omissions of ODOT, be indemnified
by the other party to Recipient's subagreement(s)from and against any and all Claims.
ii. Any such indemnification shall also provide that neither Recipient's subrecipient(s),
contractor(s) nor subcontractor(s), nor any attorney engaged by Recipient's
subrecipient(s), contractor(s)nor subcontractor(s) shall defend any claim in the name of
MOT 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 may, at any time at its election, assume its own defense and
settlement in the event that it determines that Recipient's subrecipient is prohibited from
defending the State, or that Recipient's subrecipient is not adequately defending the
State's interests, or that an important governmental principle is at issue or that it is in the
best interests of the State to do so. The State reserves all rights to pursue claims it may
have against Recipient's subrecipient if the State of Oregon elects to assume its own
defense.
iii. If the Project or Project work is on or along a state highway, Recipient shall require its
contractor(s) to meet the minimum insurance requirements provided in Exhibit C.
Recipient may specify insurance requirements of its contractor(s) above the minimum
insurance requirements specified in Exhibit C. Recipient shall verify its contractor(s)
meet the insurance requirements in Exhibit C.
iv. Recipient shall determine insurance requirements, insurance types and amounts, as
deemed appropriate based on the risk of the work outlined within the subagreement.
Recipient shall specify insurance requirements and require its contractor(s) to meet the
insurance requirements.Recipient shall obtain proof of the required insurance coverages,
as applicable, from any contractor providing services related to the subagreement.
V. Recipient shall require its contractor(s)to require and verify that all subcontractors carry
insurance coverage that the contractor(s) deems appropriate based on the risks of the
subcontracted work.
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c. Procurements. Recipient shall make purchases of any equipment,materials, or services for the
Project under procedures that comply with Oregon law, including all applicable provisions of
the Oregon Public Contracting Code, Oregon Revised Statute(ORS)279 A,B, and C, and rules,
ensuring that:
L All applicable clauses required by federal statute, executive orders and their implementing
regulations are included in each competitive procurement; and
L All procurement transactions are conducted in a manner providing full and open competition.
d. Self-Performing Work. Recipient must receive prior approval from ODOT for any self-
performing work.
e. Conflicts of Interest.Recipient's public officials shall comply with Oregon's government ethics
laws, ORS 244.010 et seq., as those laws may be subsequently amended.
9. Termination
a. Mutual Termination. This Agreement may be terminated by mutual written consent of the
Parties.
b. Termination by ODOT. ODOT may terminate this Agreement effective upon delivery of
written notice of termination to Recipient, or at such later date as may be established by ODOT
in such written notice, under any of the following circumstances:
L If Recipient fails to perform the Project within the time specified in this Agreement, or any
extension of such performance period;
ii. If Recipient takes any action pertaining to this Agreement without the approval of ODOT
and which under the provisions of this Agreement would have required ODOT's approval;
iii. If Recipient fails to perform any of its other obligations under this Agreement,and that failure
continues for a period of 10 calendar days after the date ODOT delivers Recipient written
notice specifying such failure. ODOT may agree in writing to an extension of time if it
determines Recipient instituted and has diligently pursued corrective action;
iv. If ODOT fails to receive funding, appropriations, limitations or other expenditure authority
sufficient to allow ODOT, in the exercise of its reasonable administrative discretion, to
continue to make payments for performance of this Agreement;
v. If Federal or state laws, rules, regulations or guidelines are modified or interpreted in such a
way that the Project is no longer allowable or no longer eligible for funding under this
Agreement; or
A. If the Project would not produce results commensurate with the further expenditure of funds.
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c. Termination by Either Party. Either Parry may terminate this Grant Agreement upon at least
ten (10) days' notice to the other Party and failure of the other Party to cure within the period
provided in the notice, if the other Parry fails to comply with any of the terms of this Grant
Agreement.
d. Rights upon Termination; Remedies. Any termination of this Grant Agreement shall not
prejudice any rights or obligations accrued before termination. The remedies set forth in this
Grant Agreement are cumulative and are in addition to any other rights or remedies available at
law or in equity.
10. GENERAL PROVISIONS
a. Contribution.
i. If any third party makes any claim or brings any action, suit or proceeding alleging a tort as
now or hereafter defined in ORS 30.260 ("Third Parry Claim") against ODOT or Recipient
with respect to which the other Party may have liability, the notified Party must promptly
notify the other Party in writing of the Third Party Claim and deliver to the other Party a
copy of the claim, process, and all legal pleadings with respect to the Third Party Claim.
Each Party is entitled to participate in the defense of a Third Party Claim, and to defend a
Third Party Claim with counsel of its own choosing. Receipt by a Party of the notice and
copies required in this paragraph and meaningful opportunity for the Party to participate in
the investigation, defense and settlement of the Third Party Claim with counsel of its own
choosing are conditions precedent to that Party's liability with respect to the Third Party
Claim.
ii. With respect to a Third Parry Claim for which ODOT is jointly liable with Recipient (or
would be if joined in the Third Party Claim), ODOT shall contribute to the amount of
expenses (including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred and paid or payable by Recipient in such proportion as is
appropriate to reflect the relative fault of ODOT on the one hand and of the Recipient on the
other hand in connection with the events which resulted in such expenses,judgments, fines
or settlement amounts, as well as any other relevant equitable considerations. The relative
fault of ODOT on the one hand and of Recipient on the other hand shall be determined by
reference to, among other things, the Parties' relative intent, knowledge, access to
information and opportunity to correct or prevent the circumstances resulting in such
expenses, judgments, fines or settlement amounts. ODOT's contribution amount in any
instance is capped to the same extent it would have been capped under Oregon law,including
the Oregon Tort Claims Act, ORS 30.260 to 30.300, if ODOT had sole liability in the
proceeding.
iii. With respect to a Third Parry Claim for which Recipient is jointly liable with ODOT (or
would be if joined in the Third Party Claim), Recipient shall contribute to the amount of
expenses (including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred and paid or payable by ODOT in such proportion as is
appropriate to reflect the relative fault of Recipient on the one hand and of ODOT on the
other hand in connection with the events which resulted in such expenses,judgments, fines
or settlement amounts, as well as any other relevant equitable considerations. The relative
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fault of Recipient on the one hand and of ODOT on the other hand shall be determined by
reference to, among other things, the Parties' relative intent, knowledge, access to
information and opportunity to correct or prevent the circumstances resulting in such
expenses, judgments, fines or settlement amounts. Recipient's contribution amount in any
instance is capped to the same extent it would have been capped under Oregon law,including
the Oregon Tort Claims Act, ORS 30.260 to 30.300, if it had sole liability in the proceeding.
b. Dispute Resolution. The Parties shall attempt in good faith to resolve any dispute arising out
of this Agreement. In addition, the Parties may agree to utilize a jointly selected mediator or
arbitrator(for non-binding arbitration)to resolve the dispute short of litigation.
c. Amendments. This Agreement may be amended or extended only by a written instrument
signed by both Parties and approved as required by applicable law.
d. Duplicate Payment. Recipient is not entitled to compensation or any other form of duplicate,
overlapping or multiple payments for the same work performed under this Agreement from any
agency of the State of Oregon or the United States of America or any other party, organization
or individual.
e. No Third-Party Beneficiaries. ODOT and Recipient are the only Parties to this Agreement
and are the only Parties entitled to enforce its terms. Nothing in this Agreement gives,is intended
to give, or shall be construed to give or provide any benefit or right, whether directly or
indirectly, to a third person unless such a third person is individually identified by name herein
and expressly described as an intended beneficiary of the terms of this Agreement.
E Notices. Except as otherwise expressly provided in this Agreement, any communications
between the Parties hereto or notices to be given hereunder shall be given in writing by personal
delivery, email or mailing the same, postage prepaid, to Recipient Contact or ODOT Contact at
the address or number set forth on the signature page of this Agreement, or to such other
addresses or numbers as either Party may hereafter indicate pursuant to this Section 10(g). Any
communication or notice personally delivered shall be deemed to be given when actually
delivered. Any communication or notice delivered by facsimile shall be deemed to be given
when receipt of the transmission is generated by the transmitting machine, and to be effective
against ODOT, such facsimile transmission must be confirmed by telephone notice to ODOT
Contact. Any communication by email shall be deemed to be given when the recipient of the
email acknowledges receipt of the email. Any communication or notice mailed shall be deemed
to be given when received.
g. Governing Law,Consent to Jurisdiction. This Agreement shall be governed by and construed
in accordance with the laws of the State of Oregon without regard to principles of conflicts of
law. Any claim, action, suit or proceeding(collectively, "Claim")between ODOT(or any other
agency or department of the State of Oregon) and Recipient that arises from or relates to this
Agreement shall be brought and conducted solely and exclusively within the Circuit Court of
Marion County in the State of Oregon. In no event shall this section be construed as a waiver
by the State of Oregon of any form of defense or immunity, whether sovereign immunity,
governmental immunity, immunity based on the eleventh amendment to the Constitution of the
United States or otherwise, from any Claim or from the jurisdiction of any court. Each party
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hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and
waives any claim that such forum is an inconvenient forum.
h. Compliance with Law. Recipient shall comply with all federal, state and local laws,
regulations, executive orders and ordinances applicable to the Agreement or to the
implementation of the Project, including without limitation as described in Exhibit B. Without
limiting the generality of the foregoing, Recipient 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.
Recipient agrees to comply with the requirements of ORS 366.514, Use of Highway Fund for
footpaths and bicycle trails.
i. Insurance;Workers' Compensation. All employers,including Recipient,that employ subject
workers who provide services 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. Employer's liability insurance with coverage limits of not less than $500,000
must be included. Recipient shall ensure that each of its subrecipient(s), contractor(s), and
subcontractor(s) complies with these requirements.
j. Independent Contractor. Recipient shall perform the Project as an independent contractor and
not as an agent or employee of ODOT. Recipient has no right or authority to incur or create any
obligation for or legally bind ODOT in any way. ODOT cannot and will not control the means
or manner by which Recipient performs the Project, except as specifically set forth in this
Agreement. Recipient is responsible for determining the appropriate means and manner of
performing the Project. Recipient acknowledges and agrees that Recipient is not an "officer",
"employee", or "agent" of ODOT, as those terms are used in ORS 30.265, and shall not make
representations to third parties to the contrary.
k. Severability. If any term or provision of this Agreement is declared by a court of competent
jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and
provisions shall not be affected, and the rights and obligations of the Parties shall be construed
and enforced as if this Agreement did not contain the particular term or provision held to be
invalid.
1. Counterparts. This Agreement may be executed in two or more counterparts, each of which is
an original and all of which together are deemed one agreement binding on all Parties,
notwithstanding that all Parties are not signatories to the same counterpart.
m. Integration and Waiver. This Agreement, including all Exhibits, constitutes 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.
The delay or failure of either party to enforce any provision of this Agreement shall not constitute
a waiver by that party of that or any other provision. Recipient, by the signature below of its
authorized representative, acknowledges that it has read this Agreement, understands it, and
agrees to be bound by its terms and conditions.
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THE PARTIES, by execution of this Agreement, acknowledge that their signing representatives have
read this Agreement, understand it, and agree to be bound by its terms and conditions.
The Project was approved on December 1, 2020 by the Oregon Transportation Commission.
Signature Page to Follow
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City of Tigard, by and through its elected STATE OF OREGON, by and through its
officials Department of Transportation
By 1509 ' By ��
(Legally designated representative) Public Transportation Division Administrator
Name Stephen Rymer Name Karyn Criswell
(printed) (printed)C co_
Date April 28, 2021 Date ) ��y ' �
By APPROVAL RECO NDED
Name By
(printed) Safe Routes chool Program Manager
Date Name LeeAnne Fergason
LEGAL REVIEW APPROVAL (printed)
(If required in Recipient's process) Date 5 .5 .21
By / By Michael Kimlinger via email
Recipient' s Legal Counsel State Traffic-Roadway Engineer
Date 4/27/2021 Date November 3 , 2020
Recipient Contact: APPROVED AS TO LEGAL SUFFICIENCY
Andrew Newbury
13125 SW Hall Boulevard By Sam Zeigler via email saved in file
Tigard, OR 97223 Assistant Attorney General
(503)718-2472
andrewn@tigard-or.gov Date December 10, 2020
ODOT Contact (S S):
LeeAnne Fergason
555 13w Street NE
Salem, OR 97301-4178
Phone: 503 -986-5805
LeeAnne.FeY ag son@odot.state.or.us
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EXHIBIT A
Project Description, Key Milestones, Schedule and Budget
Agreement No. 34476
Project Name: Metzger Elementary School - Crossing
A. PROJECT DESCRIPTION
The Project is located at various locations long SW Locust Street and SW Lincoln Street.
Recipient shall construct an enhanced pedestrian crossing (marked crosswalk, landings and curb ramps,
and ped-actuated RRFB) at SW Locust St and SW Lincoln St and construct a complete sidewalk
(approximately 1,465 linear feet)on the north side of SW Locust Street from just west of SW 92nd to Hall
Boulevard.
Recipient acknowledges that such Project improvements funded under this Agreement may trigger other
Recipient responsibilities under the Americans with Disabilities Act. Recipient agrees that it is solely
responsible for ensuring Americans with Disabilities Act compliance pursuant to Exhibit B, Recipient
Requirements, Section 4.
B. PROJECT KEY MILESTONES AND SCHEDULE
The Project has two (2) Key Milestone(s). Key Milestones are used for evaluating performance on the
Project as described in the Agreement. Neither Key Milestone 1, Scoping and planning, nor Key
Milestone 2, Project completion, can be changed without an amendment to the Agreement.
If Recipient anticipates either that Key Milestone 1 will require material changes or that Key Milestone
2 will be delayed by more than ninety(90) days, Recipient shall submit a Request for Change Order, as
described in Section 4(c) of the Agreement, to SRTSProgramMailbox@odot.state.or.us as soon as
Recipient becomes aware of any possible change or delay. Recipient must submit the Request for
Change Order before materially changing the project scope (Key Milestone 1) or delaying the Project
completion(Key Milestone 2).
Table 1: Key Milestones
Key Description Estimated Due Date
Milestone
1 Scoping and planning 8/26/2022
2 Project completion(Project must be completed 10/27/2023
within 5 years of agreement execution.)
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EXHIBIT B
Recipient Requirements
1. Recipient shall comply with all applicable provisions of ORS 279C.800 to 279C.870 pertaining
to prevailing wage rates and including, without limitation, that workers on the Project shall be paid not
less than rates in accordance with ORS 279C.838 and 279C.840 pertaining to wage rates and ORS
279C.836 pertaining to having a public works bond filed with the Construction Contractors' Board.
2. Recipient shall notify ODOT's Contact in writing when any contact information changes during
the Agreement.
3. Recipient shall maintain insurance policies with responsible insurers or self-insurance programs,
insuring against liability and risk of direct physical loss, damage or destruction of the Project, at least to
the extent that similar insurance is customarily carried by governmental units constructing, operating
and maintaining similar facilities. If the Project or any portion is destroyed, insurance proceeds will be
paid to ODOT,unless Recipient has informed ODOT in writing that the insurance proceeds will be used
to rebuild the Project.
4. Americans with Disabilities Act Compliance
a. State Highway: For portions of the Project located on or along the State Highway System or
a State-owned facility("state highway"):
L Recipient shall utilize ODOT standards to assess and ensure Project compliance with
Section 504 of the Rehabilitation Act of 1973 and the Americans with Disabilities Act
of 1990 as amended (together, "ADA"), including ensuring that all sidewalks, curb
ramps, pedestrian-activated signals meet current ODOT Highway Design Manual
standards;
ii. Recipient shall follow ODOT's processes for design, construction, or alteration of
sidewalks, curb ramps, and pedestrian-activated signals, including using the ODOT
Highway Design Manual, ODOT Design Exception process, ODOT Standard Drawings,
ODOT Construction Specifications, providing a temporary pedestrian accessible route
plan and current ODOT Curb Ramp Inspection form;
iii. At Project completion, Recipient shall send a completed ODOT Curb Ramp Inspection
Form 734-5020 to the address on the form and to State's Project Manager for each curb
ramp constructed or altered as part of the Project. The completed form is the
documentation required to show that each curb ramp meets ODOT standards and is ADA
compliant. ODOT's Tillable Curb Ramp Inspection Form and instructions are available
at the following address:
https://www.oregon.gov/ODOT/Engineering/Pages/Accessibilily.asp
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iv. Recipient shall promptly notify ODOT of Project completion and allow ODOT to inspect
Project sidewalks, curb ramps, and pedestrian-activated signals located on or along a
state highway prior to acceptance of Project by Recipient and prior to release of any
Recipient contractor.
v. Recipient shall ensure that temporary pedestrian routes are provided through or around
any Project work zone. Any such temporary pedestrian route shall include directional
and informational signs,comply with ODOT standards,and include accessibility features
equal to or better than the features present in the existing pedestrian facility. Recipient
shall also ensure that advance notice of any temporary pedestrian route is provided in
accessible format to the public, people with disabilities, disability organizations, and
ODOT at least 10 days prior to the start of construction.
b. Local Roads: For portions of the Project located on Recipient roads or facilities that are not
on or along a state highway:
i. Recipient shall ensure that the Project, including all sidewalks, curb ramps, and
pedestrian-activated signals,is designed, constructed and maintained in compliance with
the ADA.
ii. Recipient may follow its own processes or may use ODOT's processes for design,
construction, or alteration of Project sidewalks, curb ramps, and pedestrian-activated
signals, including using the ODOT Highway Design Manual, ODOT Design Exception
process, ODOT Standard Drawings, ODOT Construction Specifications, providing a
temporary pedestrian accessible route plan and current Curb Ramp Inspection form,
available at:
https://www.oregon.gov/ODOT/Engineering/Pages/Accessibility.aspx;
Additional ODOT resources are available at the above-identified link. ODOT has made
its forms, processes, and resources available for Recipient's use and convenience.
W. Recipient assumes sole responsibility for ensuring that the Project complies with the
ADA, including when Recipient uses ODOT forms and processes. Recipient
acknowledges and agrees that ODOT is under no obligation to review or approve Project
plans or inspect the completed Project to confirm ADA compliance.
iv. Recipient shall ensure that temporary pedestrian routes are provided through or around
any Project work zone. Any such temporary pedestrian route shall include directional
and informational signs and include accessibility features equal to or better than the
features present in the existing pedestrian route. Recipient shall also ensure that advance
notice of any temporary pedestrian route is provided in accessible format to the public,
people with disabilities, and disability organizations prior to the start of construction.
c. Recipient shall ensure that any portions of the Project under Recipient's maintenance jurisdiction
are maintained in compliance with the ADA throughout the useful life of the Project. This
includes,but is not limited to, Recipient ensuring that:
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i. Pedestrian access is maintained as required by the ADA,
ii. Any complaints received by Recipient identifying sidewalk, curb ramp, or pedestrian-
activated signal safety or access issues are promptly evaluated and addressed,
iii. Recipient,or abutting property owner,pursuant to local code provisions,performs any repair
or removal of obstructions needed to maintain the Project in compliance with the ADA
requirements that were in effect at the time the Project was constructed or altered,
iv. Any future alteration work on Project or Project features during the useful life of the Project
complies with the ADA requirements in effect at the time the future alteration work is
performed, and
v. Applicable permitting and regulatory actions are consistent with ADA requirements.
d. Maintenance obligations in this Section 4 shall survive termination of this Agreement.
5. Work Performed within ODOT's Right of Way
a. Prior to the commencement of work, Recipient shall obtain, or require its contractor to obtain,
permission from the appropriate ODOT District Office to work on or along the state highway.
This Agreement does not provide permission to work on or along the state highway.
b. If the Project includes traffic control devices (see ODOT's Traffic Manual, Chapter 5, for a
description of traffic control devices) on or along a state highway, Recipient shall, pursuant to
Oregon Administrative Rule (OAR) 734-020-0430, obtain the approval of the State Traffic
Engineer prior to design or construction of any traffic control device being installed.
c. Recipient shall enter into a separate traffic signal agreement with ODOT to cover obligations for
any traffic signal being installed on a state highway.
d. Recipient shall ensure that its electrical inspectors possess a current State Certified Traffic Signal
Inspector certificate before the inspectors inspect electrical installations on state highways. The
ODOT's District Office shall verify compliance with this requirement before construction. The
permit fee should also cover the State electrician's supplemental inspection.
6. General Standards
The Project shall be completed within industry standards and best practices to ensure that the
functionality and serviceability of the Program's investment meets the intent of the application
and the Program.
7. Land Use Decisions
a. Recipient shall obtain all permits,"land use decisions"as that term is defined by ORS 197.015(1)
(2020), and any other approvals necessary for Recipient to complete the Project by the Project
completion deadline identified in Exhibit A(each a"Land Use Decision"and collectively,"Land
Use Decisions").
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b. If at any time before the Availability Termination Date identified in Section 1 of this Agreement
ODOT concludes, in its sole discretion, that Recipient is unlikely to obtain one or more Land
Use Decisions before the Availability Termination Date, ODOT may (i) suspend the further
disbursement of Grant Funds upon written notice to Recipient (a "Disbursement Suspension")
and (ii) exercise any of its other rights and remedies under this Agreement, including, without
limitation, terminating the Agreement and recovering all Grant Funds previously disbursed to
Recipient.
c. If after a Disbursement Suspension ODOT concludes, in its sole discretion and based upon
additional information or events,that Recipient is likely to timely obtain the Land Use Decision
or Decisions that triggered the Disbursement Suspension, ODOT will recommence disbursing
Grant Funds as otherwise provided in this Agreement.
d. This Section 7 is in addition to, and not in lieu of, ODOT's rights and remedies under Section
5.h("Recovery of Grant Funds") of this Agreement.
8. Website
Recipient shall provide ODOT a link to any website created about the Project identified in
Exhibit A before any costs being considered eligible for reimbursement. Recipient shall notify
the ODOT Contact in writing when the link changes during the term of this Grant Agreement.
9. Photographs
Recipient shall provide pre-construction Project photographs within thirty (30) days of the
execution of this Agreement. Recipient shall provide Project photographs thirty(30) days after
Project is completed.
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EXHIBIT C
Subagreement Insurance Requirements
1. GENERAL.
a. If the Project is on or along a state highway,Recipient shall require in its first tier subagreements
with entities that are not units of local government as defined in ORS 190.003, if any, to: i)
obtain insurance specified under TYPES AND AMOUNTS and meeting the requirements under
ADDITIONAL INSURED, "TAIL" COVERAGE, NOTICE OF CANCELLATION OR
CHANGE,and CERTIFICATES OF INSURANCE before performance under the subagreement
commences, and ii) maintain the insurance in full force throughout the duration of the
subagreement. The insurance must be provided by insurance companies or entities that are
authorized to transact the business of insurance and issue coverage in the State of Oregon and
that are acceptable to ODOT. Recipient shall not authorize work to begin under subagreements
until the insurance is in full force.Thereafter,Recipient shall monitor continued compliance with
the insurance requirements on an annual or more frequent basis. Recipient shall incorporate
appropriate provisions in the subagreement permitting it to enforce compliance with the
insurance requirements and shall take all reasonable steps to enforce such compliance. In no
event shall Recipient permit work under a subagreement when Recipient is aware that the
contractor is not in compliance with the insurance requirements. As used in this section, "first
tier"means a subagreement in which the Recipient is a Party.
b. The insurance specified below is a minimum requirement that the contractor within the
subagreement shall meet. Recipient may determine insurance types and amounts in excess to the
minimum requirement as deemed appropriate based on the risks of the work outlined within the
subagreement.
c. Recipient shall require the contractor(s) to require that all of its subcontractors carry insurance
coverage that the contractor deems appropriate based on the risks of the subcontracted work.
Contractor shall obtain proof of the required insurance coverages, as applicable, from any
subcontractor providing Services related to the Contract.
2. TYPES AND AMOUNTS.
a. WORKERS COMPENSATION.
All employers, including Contractor, that employ subject workers, as defined in ORS 656.027,
shall comply with ORS 656.017 and shall provide Workers' Compensation Insurance
coverage for those workers, unless they meet the requirement for an exemption under ORS
656.126(2). The coverage shall include Employer's Liability Insurance with limits not less than
$500,000 each accident. Contractor shall require compliance with these requirements in
each of its subcontractor contracts.
b. COMMERCIAL GENERAL LIABILITY.
Commercial General Liability Insurance shall be issued on an occurrence basis covering bodily
injury and property damage and shall include personal and advertising injury liability, products
and completed operations, and contractual liability coverage. When work to be performed
includes operations or activity within 50 feet of any railroad property, bridge, trestle, track,
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roadbed, tunnel, underpass or crossing, the Contractor shall provide the Contractual Liability—
Railroads CG 24 17 endorsement, or equivalent, on the Commercial General Liability policy.
Amounts below are a minimum requirement as determined by ODOT:
Coverage shall be written on an occurrence basis in an amount of not less than $1,000,000 per
occurrence. Annual aggregate limit shall not be less than $2,000,000.
c. AUTOMOBILE Liability Insurance: Automobile Liability.
Automobile Liability Insurance covering Contractor's business-related automobile use covering all
owned,non-owned,or hired vehicles for bodily injury and property. This coverage may be written
in combination with the Commercial General Liability Insurance (with separate limits for
Commercial General Liability and Automobile Liability). Amount below is a minimum
requirement as determined by ODOT:
Coverage shall be written with a combined single limit of not less than $1,000,000.
d. ADDITIONAL INSURED.
The Commercial General Liability Insurance and Automobile Liability Insurance must include
the "State of Oregon, the Oregon Transportation Commission and the Department of
Transportation, and their respective officers, members, agents and employees" as an
endorsed Additional Insured but only with respect to the contractor's activities to be performed
under the Subcontract. Coverage shall be primary and non-contributory with any other insurance
and self-insurance.
Additional Insured Endorsements on the Commercial General Liability shall be written on ISO
Form CG 20 10 07 04, or equivalent, with respect to liability arising out of ongoing operations
and ISO Form CG 20 37 07 04, or equivalent, with respect to liability arising out of completed
operations. Additional Insured Endorsements shall be submitted with the Certificate(s) of
Insurance and must be acceptable to the Recipient.
e. "TAIL" COVERAGE.
If any of the required insurance policies is on a"claims made"basis,such as professional liability
insurance or pollution liability insurance, the contractor shall maintain either"tail" coverage or
continuous "claims made" liability coverage, provided the effective date of the continuous
"claims made" coverage is on or before the effective date of the Subcontract, for a minimum of
twenty-four (24) months following the later of: (i) the contractor's completion and Recipient's
acceptance of all Services required under the Subcontract or, (ii) the expiration of all warranty
periods provided under the Subcontract. Notwithstanding the foregoing twenty-four(24) month
requirement, if the contractor elects to maintain"tail" coverage and if the maximum time period
"tail" coverage reasonably available in the marketplace is less than the twenty-four (24) month
period described above, then the contractor may request and ODOT may grant approval of the
maximum "tail " coverage period reasonably available in the marketplace. If ODOT approval
is granted, the contractor shall maintain"tail"coverage for the maximum time period that"tail"
coverage is reasonably available in the marketplace.
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f. NOTICE OF CANCELLATION OR CHANGE.
The contractor or its insurer must provide thirty (30) days' written notice to Recipient before
cancellation of, material change to, potential exhaustion of aggregate limits of, or non-renewal
of the required insurance coverage(s).
g. CERTIFICATE(S) OF INSURANCE.
Recipient shall obtain from the contractor a certificate(s) of insurance for all required insurance
before the contractor performs under the Subcontract. The certificate(s) or an attached
endorsement must specify: i) "State of Oregon, the Oregon Transportation Commission and
the Department of Transportation, and their respective officers, members, agents and
employees" as an endorsed Additional Insured in regards to the Commercial General Liability
and Automobile Liability policies and ii) that all liability insurance coverages shall be primary
and non-contributory with any other insurance and self-insurance, with exception of Workers'
Compensation..
The Recipient shall immediately notify ODOT of any change in insurance coverage.
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