HomeMy WebLinkAboutDoc 046 - IGA - ODOT - Spec Transp FundsDeschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701-1960
(541) 388-6570 -Fax (541) 385-3202 -www.deschutes.org
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of February 5, 2014
DATE: January 27, 2014
FROM: Judith Ure Administrative Services 541-330-4627
TITLE OF AGENDA ITEM:
Approval of document #2014-046, Agreement with ODOT for 2013-15 Special Transportation Funds.
PUBLIC HEARING ON THIS DATE? No
BACKGROUND AND POLICY IMPLICATIONS:
Each biennium, Deschutes County receives an allocation from the Oregon Department of
Transportation's (ODOT) Special Transportation Formula (STF) Grant Program for the purpose of
supporting transportation services for the elderly and disabled. In recent years, ODOT has also made
funds available through the Special Transportation Operating (STO) Program for the same purpose.
These funds are then distributed by the County to local service providers through a competitive grant
process. Applications are reviewed by the County's STF Advisory Committee which then formulates a
recommendation for consideration by the Board of County Commissioners. The Board approved the
recommendation for STF and STO funding to be received during the 2013-15 biennium on October 21,
2013. The attached agreement outlines the conditions and requirements for receiving and expending
these funds.
FISCAL IMPLICATIONS:
Both the anticipated grant revenue from ODOT to Deschutes County and the recommended first-year
expenditures totaling $270,947.50 are included in the County's fiscal year 2013-14 budget.
RECOMMENDATION & ACTION REQUESTED:
Approve and authorize Chair's signature on document #2014-046, Agreement with ODOT for 2013-15
Special Transportation Funds.
ATTENDANCE: Judith Ure, Management Analyst
DISTRIBUTION OF DOCUMENTS:
Return two copies of signed documents to Judith Ure.
I
DESCHUTES COUNTY DOCUMENT SUMMARY
(NOTE: This fonn is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to bft
on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board
agenda, the Agenda Request Fonn is also required. If this fonn is not included with the document, the document will be returned to
the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the
County Administrator or the Commissioners. In addition to submitting this fonn with your documents, please submit this fonn
electronically to the Board Secretary.)
Please complete all sections above the Official Review line.
Date: panuary 24, .2014j Department: !Administrative Service~
Type of Document: Grant Agreement
Goods and/or Services: 2013-2015 STF and STO Grant Funds.
Background &History: See attached.
Agreement Starting Date: puly 1, 201~ Ending Date: Qune 30,1.QI§j
Annual Value or Total Payment: @541 ,895 tota~
D Insurance Certificate Receiled (c~eck box)
Insurance Expiration Date: I
Check all that apply:
D RFP, Solicitation or Bid Process
D Informal quotes «$150K)
D Exempt from RFP, Solicitation or Bid Process (specify -see DCC §2.37)
Funding Source: (Included in current budget? [8J Yes 0 No
If No, has budget amendment been submitted? 0 Yes D No
Is this a Grant Agreement providing revenue to the County? [8J Yes 0 No
Special conditions attached to this grant: None.
Deadlines for reporting to the grantor: lQuart~
If a new FTE will be hired with grant funds, confirm that Personnel has been notified that
it is a grant-funded position so that this will be noted in the offer letter: 0 Yes D NoI Contact information for the person responsible for grant compliance:
Name: Joni Bramlett, Regional Transit Coordinator
Phone #: 1541-388-32361
I
1127/2014
Departmental Contact and Title: IJudith Urt91 Phone #: 1541-330-46271
Department Director Approval: ___________
Signature Date
Distribution of Document: Return signed originals to Judith Ure.
Official Review:
County Signature Required (check one): 181 SCCC D Department Director (if <$25K)
D Administrator (if >$25K but t:'fl if >$150K, soee Order No.
Legal Review ~,(l~ Date ( -.[-( t
Document Number 2014-046
1127/2014
Background & History:
Each biennium, Deschutes County receives an allocation from the Oregon Department of
Transportation's (ODOT) Special Transportation Formula (STF) Grant Program for the purpose of
supporting transportation services for the elderly and disabled. In recent years, ODOT has also
made funds available through the Special Transportation Operating (STO) Program for the same
purpose. These funds are then distributed by the County to local service providers through a
competitive grant process. Applications are reviewed by the County's STF Advisory Committee
which then formulates a recommendation for consideration by the Board of County Commissioners.
The Board approved the recommendation for STF and STO funding to be received during the 2013
15 biennium on October 21, 2013. The attached agreement outlines the conditions and requirements
for receiving and expending these funds.
Misc. Contracts and Agreements
Agreement No. 29513
Operating STATE
PUBLIC TRANSIT DIVISION
OREGON DEPARTMENT OF TRANSPORTATION
This Agreement is made and entered into by and between the State of Oregon, acting by and
through its Department of Transportation, Public Transit Division, hereinafter referred to as
"State," and Deschutes County, hereinafter referred to as "Recipient," and collectively referred
to as the "Parties ." Recipient is an "STF Agency" as that term is defined in OAR 732-005-0010.
AGREEMENT
1. Effective Date. This Agreement shall become effective on the later of July 1, 2013 or the
date when this Agreement is fully executed and approved as required by applicable law.
Unless otherwise terminated or extended, Grant Funds under this Agreement shall be
available for Project Costs incurred on or before June 30, 2015 (Expiration Date). No
Grant Funds are available for any expenditures after the Expiration Date. State's obligation
to disburse Grant Funds under this Agreement shall end as provided in Section 6.b.iv of this
Agreement.
2. Agreement Documents. This Agreement consists of this document and the following
documents, all of which are attached hereto and incorporated herein by reference:
Exhibit A: Project Description and Budget
Exhibit B: Financial Information
Exhibit C: Subcontractor Insurance
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.
3. Project Cost; Grant Funds. State shall provi de Recipient Grant Funds in an amount not to
exceed $541,895.00. Recipient acknowledges and agrees that State may change the
amount of Grant Funds available under this Agreement, based on availability of funds and
other factors as determined by State, upon notification to Recipient in accordance with
Section l1.g of this agreement. State and Recipient agree that in no event shall the amount
State provides to Recipient be less than the Minimum Allocation determined as provided in
OAR 732-010-0010.
4. Project. The Grant Funds shall be used solely for the Project described in Exhibit A and
shall not be used for any other purpose. No Grant Funds will be disbursed for any changes
to the Project unless such changes are approved by State by amendment pursuant to
Section l1.d hereof.
5. Progress Reports. Recipient shall submit quarterly progress reports to State no later than
45 days after the close of each quarterly reporting period. Reporting periods are July
through September, October through December, January through March, and April through
June. Reports must be in a format acceptable to State and must be entered into the Oregon
Public Transit Information System (OPTIS), which may be accessed at http://
www.oregon.gov/odot/pt/. If Recipient is unable to access OPTIS, reports must be sent to
ODOTPTDReporting@odot.state.or.us. Reports shall include a statement of revenues and
expenditures for each quarter, including documentation of local match contributions and
expenditures. State reserves the right to request such additional information as may be
necessary to comply with federal or state reporting requirements.
6. Disbursement and Recovery of Grant Funds.
a. Disbursement Generally. Disbursement Generally. State shall make quarterly
installment payments to ReCipient within 30 days of the beginning of each calendar
quarter described in Section 5. State shall determine the amount of each quarterly
payment based on the Grant Funds stated in Section 3 divided by the number of
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Deschutes County/State of Oregon
Agreement No. 29513
calendar quarters for which payments are scheduled to be made, with any
adjustments as may be determined by State if Grant Funds are adjusted as provided
in Section 3.
b. Conditions Precedent to Disbursement. State's obligation to disburse Grant
Funds to Recipient is subject to satisfaction, with respect to each disbursement, of
each of the following conditions precedent:
i. State has received funding, appropriations, limitations, allotments or other
expenditure authority sufficient to allow State, in the exercise of its reasonable
administrative discretion, to make the disbursement.
ii. Recipient is in compliance with the terms of this Agreement.
iii. Recipient's representations and warranties set forth in Section 7 hereof are true
and correct on the date of disbursement with the same effect as though made
on the date of disbursement.
iv. All Grant Funds previously disbursed have been used in accordance with OAR
Chapter 732.
v. Any audit findings relating to Recipient's use of funds under this Agreement or
any other agreement with State have been resolved.
c. Recovery of Grant Funds. Any funds disbursed to Recipient under this Agreement
that are expended in violation or contravention of one or more of the provisions of this
Agreement ("Misexpended Funds") or that remain unexpended on the earlier of
termination or expiration of this Agreement must be returned to State. Recipient shall
return all Misexpended Funds to State promptly after State's written demand and no
later than 15 days after State's written demand. Recipient shall return all
Unexpended Funds to State within 14 days after the earlier of expiration or
termination of this Agreement.
7. Representations and Warranties of Recipient. Recipient represents and warrants to
State 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, except as permitted by applicable law. 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 this federally-assisted transaction, or
proposed for debarment, declared ineligible or voluntarily excluded from participating
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Deschutes County jState of Oregon
Agreement No. 29513
in this Agreement by any state or federal agency. Recipient agrees to notify State
immediately if it is debarred, suspended or otherwise excluded from this 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.
The warranties set In this section are in addition to, and not in lieu of, any other warranties
set forth in this Agreement or implied by law.
8. 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 require that
each of its subrecipients and subcontractors complies with these requirements. State,
the Secretary of State of the State of Oregon (Secretary), the United States
Department of Transportation (USDOT), the Federal Transit Administration (FTA) 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 funds
provided hereunder, or the Project for the purpose of making audits and
examinations. In addition, State, the Secretary, USDOT, FTA 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 State, the Secretary, USDOT and FTA 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 minimum of six (6) years, or such longer period as may be
required by other provisions of this Agreement or applicable law, following the
Expiration Date. If there are unresolved audit questions at the end of the six-year
period, Recipient shall retain the records until the questions are resolved.
c. Expenditure Records. Recipient shall document the expenditure of all Grant Funds
disbursed by State under this Agreement. Recipient shall create and maintain all
expenditure records in accordance with generally accepted accounting principles and
in sufficient detail to permit State to verify how the Grant Funds were expended.
d. Audit Requirements.
i. Recipient shall, at Recipient's own expense, submit to State, Public Transit
Division, 555 13th Street NE, Suite 3, Salem, Oregon, 97301-4179 or to
ODOTPTDreporting@odot.state.or.us, a copy of, or electronic link to, any annual
audit covering the funds expended under this Agreement by Recipient or a party
to any subagreement with ReCipient, as well as the annual audit of any
subrecipient(s), contractor(s), or sUbcontractor(s) of Recipient responsible for
the financial management of funds received under this Agreement.
ii. Recipient shall save, protect and hold harmless State from the cost of any audits
or special investigations performed by the Secretary with respect to the funds
expended under this Agreement. Recipient acknowledges and agrees that any
audit costs incurred by ReCipient as a result of allegations of fraud, waste or
abuse are ineligible for reimbursement under this or any other agreement
between Recipient and State.
9. Recipient Subagreements and Procurements
a. Subagreements. Recipient may enter into agreements with sub-reCipients,
contractors or subcontractors (collectively, "subagreements") for performance of the
Project.
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Deschutes County/State of Oregon
Agreement No. 29513
i. 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 agrees to provide State with a copy of any Signed subagreement upon
request by State. Any substantial breach of a term or condition of a
subagreement relating to funds covered by this Agreement must be reported by
ReCipient to State within ten (10) days of its being discovered.
b. Subagreement indemnity; insurance.
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 and its
officers, employees and agents from and against any and all claims, actions,
liabilities, damages, losses, or expenses, including attorneys' fees, arising
from a tort, as now or hereafter defined in ORS 30.260, caused, or alleged to
be caused, in whole or in par4 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 the State shall, in all instances, except for Claims arising
solely from the negligent or willful acts or omissions of the State, be
indemnified by the other party to Recipient's subagreement(s) from and
against any and all Claims.
Any such indemnification shall also provide that neither Recipient's subrecipient(s),
contractor(s) nor subcontractor(s) (collectively "Subrecipients fl
), nor any attorney
engaged by Recipient's Subreclpient(s), shall defend any claim in the name of the
State 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 State or that Recipient's Subrecipient is not adequately
defending State's interests, or that an important governmental principle is at issue or
that it is in the best interests of State to do so. State reserves all rights to pursue
claims it may have against Recipient's Subrecipient if State elects to assume its own
defense.
Recipient shall require the other party, or parties, to each of its subagreements that
are not units of local government as defined in ORS 190.003 to obtain and maintain
insurance of the types and in the amounts provided in Exhibit C to this Agreement.
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 and rules.
10. Termination
a. Termination by State. State may terminate this Agreement effective upon delivery
of written notice of termination to Recipient, or at such later date as may be
established by State in such written notice, if:
i. Recipient fails to perform the Project within the time specified herein or any
extension thereof or commencement, continuation or timely completion of the
Project by Recipient is, for any reason, rendered improbable, impossible, or
illegal; or
ii. State fails to receive funding, appropriations, limitations or other expenditure
authority sufficient to allow State, in the exercise of its reasonable
administrative discretion, to continue to make payments for performance of this
Agreement; or
iii.
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Deschutes County/State of Oregon
Agreement No. 29513
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
iv. The Project would not produce results commensurate with the further
expenditure of funds; or
v. Recipient takes any action pertaining to this Agreement without the approval of
State and which under the provisions of this Agreement would have required the
approval of State.
b. Termination by Recipient. Recipient may terminate this Agreement effective upon
delivery of written notice of termination to State, or at such later date as may be
established by Recipient in such written notice,:
i. Upon notification to State of its desire to withdraw from eligibility to receive the
Grant Funds and providing to State a reason acceptable to State for the
withdrawal; or
ii. 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.
c. Termination by Either Party. Either Party may terminate this Agreement upon at
least ten days notice to the other Party and failure of the other Party to cure within
the period provided in the notice, if the other Party fails to comply with any of the
terms of this Agreement.
11. General Provisions
a. Contribution. If any third party makes any claim or brings any action, suit or
proceeding alleging a tort as now or hereafter defined in ORS 30.260 ("Third Party
Claim") against State or 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.
With respect to a Third Party Claim for which State is jOintly liable with Recipient (or
would be if joined in the Third Party Claim ), State shall contribute to the amount of
expenses (including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred and paid or payable by Recipient in such proportion
as is appropriate to reflect the relative fault of the State 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 State 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. State's contribution amount in any instance is capped to the same extent it
would have been capped under Oregon law, including the Oregon Tort Claims Act,
ORS 30.260 to 30.300, if State had sole liability in the proceeding.
With respect to a Third Party Claim for which ReCipient is jOintly liable with State (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 State in such
proportion as is appropriate to reflect the relative fault of Recipient on the one hand
and of State on the other hand in connection with the events which resulted in such
expenses, judgments, fines or settlement amounts, as well as any other relevant
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Deschutes County/State of Oregon
Agreement No. 29513
equitable considerations. The relative fault of Recipient on the one hand and of State
on the other hand shall be determined by reference to, among other things, the
Parties' relative intent, knowledge, access to information and opportunity to correct or
prevent the circumstances resulting in such expenses, judgments, fines or settlement
amounts. 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. Reserved.
d. Amendments. This Agreement may be amended or extended only by a written
instrument signed by both Parties and approved as required by applicable law.
e. 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.
f. No Third Party Beneficiaries. State 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.
Recipient acknowledges and agrees that the Federal Government, absent express
written consent by the Federal Government, is not a party to this Agreement and shall
not be subject to any obligations or liabilities to the Recipient, contractor or any other
party (whether or not a party to the Agreement) pertaining to any matter resulting
from the this Agreement.
g. 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, faCSimile, email, or mailing the same, postage
prepaid, to Recipient Contact or State 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 11.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 State, such facsimile transmission must be confirmed by telephone
notice to State 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.
h. 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 State (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 HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF
SUCH COURT, WAIVES ANY OBJECTION TO VENUE, AND WAIVES ANY CLAIM THAT
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Deschutes County/State of Oregon
Agreement No. 29513
SUCH FORUM IS AN INCONVENIENT FORUM.
i. 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. 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.
j. 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.
k. Independent Contractor. Recipient shall perform the Project as an independent
contractor and not as an agent or employee of State. Recipient has no right or
authority to incur or create any obligation for or legally bind State in any way. State
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
State, as those terms are used in ORS 30.265, and shall not make representations to
third parties to the contrary.
I. 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.
m. Counterparts. This Agreement may be executed in two or more counterparts (by
facsimile or otherwise), 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.
n. 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, hereby
acknowledges that it has read this Agreement, understands it, and agrees to be bound
by its terms and conditions.
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Deschutes County/State of Oregon
Agreement No. 29513
The Parties, by execution of this Agreement, hereby acknowledge that each Party has read this
Agreement, understands it, and agrees to be bound by its terms and conditions.
The Oregon Transportation Commission on October 20, 2010, approved Delegation Order Number
OTC-Ol, which authorizes the Director of the Oregon Department of Transportation to administer
programs related to public transit.
On March 1, 2012, the Director approved Delegation Order Number DIR-04, which delegates the
authority to approve this Agreement to the Public Transit Division Administrator.
SIGNATURE PAGE TO FOLLOW
Page 8 of 14
________________ _
Deschutes County/State of Oregon
Agreement No. 29513
Deschutes County, by and through its
By
(Legally designated representative)
Name_________________________
(printed)
Date __________________
By
Name _________________________
(printed)
Date ________________
APPROVED AS TO LEGAL SUFFICIENCY
(If required in [ocal process)
By
Recipient's Legal Counsel
Date
Recipient Contact:
Judith Ure
PO Box 6005
Bend, OR 97708
1 (541) 330-4627
judithu@deschutes.org
State Contact:
Jon] Bramlett
555 13th St. NE, Ste. 3
Salem, OR 97301-4179
1 (541) 388-6185
Jonl.D.BRAMLEIT@odot.state.or.us
State of Oregon, by and through its
Department of Transportation
By
H. A. (Hal) Gard
Rail and Public Transit DivisIon Administrator
Date --------------------
APPROVAL RECOMMENDED
BY~O~
Date l{h)/~/3
I
By
Date
APPROVED AS TO LEGAL SUFFICIENCY
(For funding over $150,000)
By
Assistant Attorney General
Name Keith Kutler by email
(printed)
Date November 26 2013
~----
Page 9 of 14
Deschutes County/State of Oregon
Agreement No. 29513
EXHIBIT A
Project Description and Budget
Project Description/Statement of Work
Project Title: Deschutes County STF Formula and STO Funds 13-15
13-15 STF Formula and STO Funds
Item #1: Operating
Grant Amount Local Match Match Type(s)
$491,611.00
Total
$491611.00 $0.00
Item #1: Operating
Total Grant Amount Local Match Match Type(s)
$50284.00 $50284.00 $0.00
Sub Total $541,895.00 $541 895.00 $0.00
Grand Total $541L895.00 $541L895.00 $0.00
• STF FORMULA (STFF):
1. PROJECT DESCRIPTION
Provide financial support for special transportation services benefiting seniors and individuals
with disabilities in Deschutes County. Funding may be used for the following purposes:
maintenance of existing transportation programs; expansion of existing transportation
programs; creation of new programs and services; planning for, and development of, access to
transportation; capital purchases; and as matching funds for state and federal programs also
providing transportation and services to seniors and individuals with disabilities.
2. PROJECT DELIVERABLES, TASKS and SCHEDULE
STF Agency will distribute funds to the following approved subrecipients and projects. STF
Agency retains authority over costs and allocations of STF dollars accepted and may shift STF
dollars between the subrecipients and projects identified in this Exhibit A as the STF Agency
deems necessary. An amendment to this Agreement will be required if there are additional
subrecipients or projects.
STF FORMULA SUBRECIPIENT BUDGET JULY 1,2013 THROUGH JUNE 30,2014
SUBRECIPIENT: Deschutes County
Administration: $2,000
SUBRECIPIENT: Cascades East Transit: Rural Services
Operating: $131,874
SUBRECIPIENT: Cascades East Transit: Urban Services
Operating: $82,824
SUBRECIPIENT: Opportunity Foundation of Central Oregon
Operating: $19,490
SUBRECIPIENT: Abilitree
Operating: $9,518
SUBRECIPIENT BUDGET JULY 1, 2014 THROUGH JUNE 30,2015
SUBRECIPIENT: Deschutes County
Administration: $2,000
SUBRECIPIENT: Cascades East Transit: Rural Services
Operating: $131,873
Page 10 of 14
Deschutes County/State of Oregon
Agreement No. 29513
SUBRECIPIENT: Cascades East Transit: Urban Services
Operating: $82,824
SUB RECIPIENT: Opportunity Foundation of Central Oregon
Operating: $19,490
SUBRECIPIENT: Abilitree
Operating: $9,518
3. PROJECT ACCOUNTING and SPENDING PLAN
STF Agency will receive and disburse STF moneys from a separate governmental fund. Any
money realized as a result of interest accrued will be added to the moneys and will be reported
to State.
See distribution above for estimated spending plan.
4. SPECIAL TRANSPORTATATION OPERATING (STO):
The STF Agency will distribute STO funds (availability of funds is contingent on budget action
by the State of Oregon Legislature) to the following approved subrecipients and projects. The
STF Agency retains authority over costs and allocations of STF dollars accepted and may shift
STF dollars between subrecipients and projects identified in this Exhibit A as the STF Agency
deems necessary. An amendment to this Agreement will be required if there are additional
subrecipients or projects.
The uses of funds of Special Transportation Operating funds are limited to operating expense
defined by OAR 732-005-0010(19): "Operating Expense" means the costs associated with the
prOVision of transportation services. Operating Expense does not include expenses associated
with procuring or leasing capital equipment. Common Operating Expenses include, and are not
limited to: personnel, insurance, utilities, vehicle and facility maintenance, profeSSional and
technical services, security, fuel and tires, purchased transportation services, personnel
training, communication and technology maintenance, marketing/public information, and
planning Integral to the provision of transit services.
STF OPERATIONS -SUBRECIPIENT BUDGET JULY 1,2013 THROUGH JUNE 30, 2015
SUBRECIPIENT: Cascades East Transit: Rural Services
Operating: $27,198
SUBRECIPIENT: Cascades East Transit: Urban Services
Operating: $17,102
SUBRECIPIENT: Opportunity Foundation of Central Oregon
Operating: $4,020
SUBRECIPIENT: Abilitree
Operating: $1,964
•
Page 11 of14
Deschutes County/State of Oregon
Agreement No. 29513
EXHIBIT B
Financial Information
The information below will assist auditors to prepare a report in compliance with the requirements
of the Office of Management and Budget (OMB) Circular A-133.
Tho A ° f d b th f dO ° dO d b IIS \greement IS mance y e un 109 source m Icate eow:
State Program
DRS 391.800 through
DRS 390.830 and OAR
Chapter 732, Divisions 5,
10 and 30
State Funding Agency
Oregon Department of
Transportation
355 Capitol St. N.E.
Salem L OR 97301-3871
Total State Funding
$541,895.00
Administered By
Public Transit Division
555 13th St. NE, Ste. 3
Salem OR 97301-4179
Page 12 of 14
Deschutes County/State of Oregon
Agreement No. 29513
EXHIBIT C
Subagreement Insurance Requirements
GENERAL.
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 State. 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.
TYPES AND AMOUNTS.
i. WORKERS COMPENSATION. Insurance in compliance with ORS 656.017, which requires all
employers that employ subject workers, as defined in ORS 656.027, to provide workers'
compensation coverage for those workers, unless they meet the requirement for an exemption
under ORS 656.126(2). Employers liability insurance with coverage limits of not less than
$500,000 must be included.
Ii. COMMERCIAL GENERAL LIABILITY. Commercial General Liability Insurance covering bodily
injury, death, and property damage in a form and with coverages that are satisfactory to State.
This insurance shall include personal injury liability, products and completed operations. Coverage
shall be written on an occurrence form basis, with not less than the following amounts as
determined by State:
Bodily Injury, Death and Property Damage:
$1,000,000 per occurrence (for all claimants for claims arising out of a single accident or
occurrence).
iii. AUTOMOBILE Liability Insurance: Automobile Liability. Automobile Liability Insurance covering
all owned, non-owned and hired vehicles. This coverage may be written in combination with the
Commercial General Liability Insurance (with separate limits for "Commercial General Liabilityll
and IIAutomobile Liability"). Automobile Liability Insurance must be in not less than the following
amounts as determined by State:
Bodily Injury, Death and Property Damage:
$1,000,000 per occurrence (for all claimants for claims arising out of a single accident or
occurrence).
ADDITIONAL INSURED. The Commercial General Liability Insurance and Automobile Liability
insurance must include State, its officers, employees and agents as Additional Insureds but only
with respect to the contractor's activities to be performed under the Subcontract. Coverage must
be primary and non-contributory with any other insurance and self-insurance.
"TAIL" COVERAGE. If any of the required insurance pOlicies is on a "claims made" basiS, such as
professional liability insurance, the contractor shall maintain either "tail ll coverage or continuous
IIclaims made" liability coverage, provided the effective date of the continuous "claims made"
Page 13 of 14
Deschutes County/State of Oregon
Agreement No. 29513
coverage is on or before the effective date of the Subcontract, for a minimum of 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 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 24-month period described above, then the contractor may
request and State may grant approval of the maximum "tail" coverage period reasonably
available in the marketplace. If State approval is granted, the contractor shall maintain "tail"
coverage for the maximum time period that "tail" coverage is reasonably available in the
marketplace.
NOTICE OF CANCELLATION OR CHANGE. The contractor or its Insurer must provide 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).
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) all entities and individuals who are
endorsed on the policy as Additional Insured and ii) for insurance on a "claims made" basis, the
extended reporting period applicable to "tail" or continuous "claims made" coverage.
Page 14 of 14